Filed Pursuant to Rule 424b5
                                             Registration File NO: 333-118975-05
PROSPECTUS SUPPLEMENT
(To Prospectus Dated July 20, 2005)

                         $1,990,966,000 (APPROXIMATE)

[J.P. MORGAN CHASE LOGO OMITTED]
             J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
                                   DEPOSITOR

       COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIBC12

                           JPMORGAN CHASE BANK, N.A.
                                   CIBC INC.
                             MORTGAGE LOAN SELLERS

     J.P. Morgan Chase Commercial Mortgage Securities Corp. is offering certain
classes of the Series 2005-CIBC12 Commercial Mortgage Pass-Through
Certificates, which represent the beneficial ownership interests in a trust.
The trust's assets will primarily be 195 fixed rate mortgage loans secured by
first liens on 205 commercial, multifamily and manufactured housing community
properties and are generally the sole source of payments on the Series
2005-CIBC12 certificates. The Series 2005-CIBC12 certificates are not
obligations of J.P. Morgan Chase Commercial Mortgage Securities Corp., the
mortgage loan sellers or any of their respective affiliates, and neither the
Series 2005-CIBC12 certificates nor the underlying mortgage loans are insured
or guaranteed by any governmental agency or any other person or entity.
<TABLE>

                                                                                ASSUMED
                         INITIAL CLASS      INITIAL APPROX.  PASS-THROUGH        FINAL            EXPECTED         RATED FINAL
                    CERTIFICATE BALANCE OR   PASS-THROUGH        RATE         DISTRIBUTION        RATINGS          DISTRIBUTION
                      NOTIONAL AMOUNT(1)         RATE        DESCRIPTION         DATE(3)     (MOODY'S/FITCH)(5)      DATE(3)
                    ----------------------  --------------   ------------     ------------   ------------------    -------------

Class A-1 ........    $   72,501,000            4.5060%          Fixed      January 12, 2010        Aaa/AAA      September 12, 2037
Class A-2 ........    $  171,215,000            4.7390%          Fixed      August 12, 2010         Aaa/AAA      September 12, 2037
Class A-3A1 ......    $  163,601,000            4.8240%          Fixed       March 12, 2012         Aaa/AAA      September 12, 2037
Class A-3A2 ......    $  122,934,000            4.9280%          Fixed     December 12, 2014        Aaa/AAA      September 12, 2037
Class A-3B .......    $  200,000,000            5.5109%       Variable(6)  December 12, 2014        Aaa/AAA      September 12, 2037
Class A-4 ........    $  649,324,000            4.8950%          Fixed       July 12, 2015          Aaa/AAA      September 12, 2037
Class A-SB .......    $  137,352,000            4.8460%          Fixed     February 12, 2015        Aaa/AAA      September 12, 2037
Class A-M ........    $  216,704,000            4.9480%        Fixed(7)      July 12, 2015          Aaa/AAA      September 12, 2037
Class A-J ........    $  162,527,000            4.9870%        Fixed(7)      July 12, 2015          Aaa/AAA      September 12, 2037
Class X-2 ........    $2,100,087,000(8)         0.5051%       Variable(9)    July 12, 2012          Aaa/AAA      September 12, 2037
Class B ..........    $   43,341,000            5.1909%      Variable(10)    July 12, 2015           Aa2/AA      September 12, 2037
Class C ..........    $   18,962,000            5.2209%      Variable(10)    July 12, 2015          Aa3/AA-      September 12, 2037
Class D ..........    $   32,505,000            5.3099%      Variable(10)   August 12, 2015           A2/A       September 12, 2037
</TABLE>
- ---------
(Footnotes to table on page S-7)

- --------------------------------------------------------------------------------
YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE S-30 OF THIS
PROSPECTUS SUPPLEMENT AND PAGE 9 OF THE PROSPECTUS.

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

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

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

     THE UNDERWRITERS, J.P. MORGAN SECURITIES INC., CIBC WORLD MARKETS CORP.
AND BANC OF AMERICA SECURITIES LLC WILL PURCHASE THE OFFERED CERTIFICATES FROM
J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. AND WILL OFFER THEM TO
THE PUBLIC AT NEGOTIATED PRICES, PLUS, IN CERTAIN CASES, ACCRUED INTEREST,
DETERMINED AT THE TIME OF SALE. J.P. MORGAN SECURITIES INC. AND CIBC WORLD
MARKETS CORP. ARE ACTING AS CO-LEAD MANAGERS FOR THIS OFFERING. BANC OF AMERICA
SECURITIES LLC IS ACTING AS CO-MANAGER FOR THIS OFFERING. J.P. MORGAN
SECURITIES INC. IS ACTING AS SOLE BOOKRUNNER FOR THIS OFFERING.

     THE UNDERWRITERS EXPECT TO DELIVER THE OFFERED CERTIFICATES TO PURCHASERS
IN BOOK-ENTRY FORM ONLY THROUGH THE FACILITIES OF THE DEPOSITORY TRUST COMPANY
IN THE UNITED STATES AND CLEARSTREAM BANKING, SOCIeTe ANONYME AND EUROCLEAR
BANK, AS OPERATOR OF THE EUROCLEAR SYSTEM, IN EUROPE, AGAINST PAYMENT IN NEW
YORK, NEW YORK ON OR ABOUT JULY 29, 2005. WE EXPECT TO RECEIVE FROM THIS
OFFERING APPROXIMATELY 102.7% OF THE INITIAL AGGREGATE PRINCIPAL BALANCE OF THE
OFFERED CERTIFICATES, PLUS ACCRUED INTEREST FROM JULY 1, 2005, BEFORE DEDUCTING
EXPENSES PAYABLE BY US.

JPMORGAN                                      CIBC WORLD MARKETS

                        BANC OF AMERICA SECURITIES LLC
JULY 20, 2005


[J.P. MORGAN CHASE LOGO OMITTED]
             J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
        Commercial Mortgage Pass-Through Certificates, Series 2005-CIBC12


 [MAP OF THE UNITED STATES INDICATING LOCATION OF MORTGAGED PROPERTIES OMITTED]

    NEW YORK                   WASHINGTON               TENNESSEE
    11 properties              4 properties             2 properties
    $164,025,640               $26,000,000              $31,040,000
    7.6% of total              1.2% of total            1.4% of total

    PENNSYLVANIA               OREGON                   FLORIDA
    10 properties              2 properties             23 properties
    $80,563,760                $5,147,319               $209,471,474
    3.7% of total              0.2% of total            9.7% of total

    OHIO                       CALIFORNIA
    8 properties               27 properties            GEORGIA
    $102,175,689               $356,252,536             4 properties
    4.7% of total              16.4% of total           $80,037,981
                                                        3.7% of total
    MICHIGAN                   NEVADA
    3 properties               3 properties             NORTH CAROLINA
    $32,055,423                $30,944,169              6 properties
    1.5% of total              1.4% of total            $34,944,307
                                                        1.6% of total
    INDIANA                    ARIZONA
    2 properties               6 properties             SOUTH CAROLINA
    $15,738,469                $54,805,680              2 properties
    0.7% of total              2.5% of total            $13,860,000
                                                        0.6% of total
    ILLINOIS                   COLORADO
    6 properties               3 properties             VIRGINIA
    $81,520,000                $18,541,335              15 properties
    3.8% of total              0.9% of total            $202,826,001
                                                        9.4% of total
    WISCONSIN                  KANSAS
    1 property                 1 property               MARYLAND
    $8,050,000                 $5,589,319               6 properties
    0.4% of total              0.3% of total            $84,240,000
                                                        3.9% of total
    VIRGIN ISLANDS             OKLAHOMA
    2 properties               3 properties             DELAWARE
    $21,000,000                $24,736,967              2 properties
    1.0% of total              1.1% of total            $20,146,685
                                                        0.9% of total
    MINNESOTA                  TEXAS
    1 property                 19 properties            DISTRICT OF COLUMBIA
    $3,192,456                 $176,329,399             1 property
    0.1% of total              8.1% of total            $20,000,000
                                                        0.9% of total
    IOWA                       LOUISIANA
    3 properties               5 properties             NEW JERSEY
    $14,414,801                $53,191,620              9 properties
    0.7% of total              2.5% of total            $95,600,000
                                                        4.4% of total
    MISSOURI                   MISSISSIPPI
    1 property                 1 property               RHODE ISLAND
    $5,000,000                 $13,400,000              1 property
    0.2% of total              0.6% of total            $4,786,223
                                                        0.2% of total
    UTAH                       KENTUCKY
    2 properties               6 properties             CONNECTICUT
    $21,616,410                $21,024,762              2 properties
    1.0% of total              1.0% of total            $17,750,000
                                                        0.8% of total
    IDAHO                      ALABAMA
    1 property                 1 property
    $3,020,409                 $14,000,000
    0.1% of total              0.6% of total

          [LEGEND]
          ------------------------------------------------
          [ ]  < 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
          ------------------------------------------------






                 [3 PHOTOS OF UNIVERSAL HOTEL PORTFOLIO OMITTED]









Universal Hotel Portfolio                                       Orlando, FL








   [1 PHOTO OF 40 RECTOR                         [1 PHOTO OF 4250 NORTH
       STREET OMITTED]                           FAIRFAX DRIVE OMITTED]







40 Rector Street     New York, NY      4250 North Fairfax Drive  Arlington, VA





                   [2 PHOTOS OF PROMENADE AT WESTLAKE OMITTED]



Promenade at Westlake                                   Thousand Oaks, CA





           [1 PHOTO OF STIRLING                       [1 PHOTO OF SOUTH
         COVINGTON CENTER OMITTED]                BRUNSWICK SQUARE OMITTED]




                                                         South Brunswick Square
Stirling Covington Center  Covington, LA                    South Brunswick, NJ



                     [2 PHOTOS OF FORT STEUBEN MALL OMITTED]



Fort Steuben Mall                                             Steubenville, OH






      [1 PHOTO OF THE SHOPPES AT
   SUSQUEHANNA MARKETPLACE OMITTED]                [1 PHOTO OF LXP-ISS OMITTED]



The Shoppes at Susquehanna Marketplace
Harrisburg, PA                                           LXP-ISS    Atlanta, GA









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

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

     YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS
SUPPLEMENT AND THE PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU
WITH INFORMATION THAT IS DIFFERENT FROM THAT CONTAINED IN THIS PROSPECTUS
SUPPLEMENT AND THE PROSPECTUS. THE INFORMATION CONTAINED IN THIS PROSPECTUS
SUPPLEMENT IS ACCURATE ONLY AS OF THE DATE OF THIS PROSPECTUS SUPPLEMENT.

     This prospectus supplement begins with several introductory sections
describing the Series 2005-CIBC12 certificates and the trust in abbreviated
form:

     Summary of Certificates, commencing on page S-7 of this prospectus
supplement, which sets forth important statistical information relating to the
Series 2005-CIBC12 certificates;

     Summary of Terms, commencing on page S-8 of this prospectus supplement,
which gives a brief introduction of the key features of the Series 2005-CIBC12
certificates and a description of the underlying mortgage loans; and

     Risk Factors, commencing on page S-30 of this prospectus supplement, which
describe risks that apply to the Series 2005-CIBC12 certificates which are in
addition to those described in the prospectus with respect to the securities
issued by the trust generally.

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

     Certain capitalized terms are defined and used in this prospectus
supplement and the prospectus to assist you in understanding the terms of the
offered certificates and this offering. The capitalized terms used in this
prospectus supplement are defined on the pages indicated under the caption
"Index of Defined Terms" commencing on page S-171 of this prospectus
supplement. The capitalized terms used in the prospectus are defined on the
pages indicated under the caption "Index of Defined Terms" commencing on page
107 of the prospectus.

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


                                      S-3



                TABLE OF CONTENTS

                                                 PAGE
                                                 ----
SUMMARY OF CERTIFICATES ......................    S-7
SUMMARY OF TERMS .............................    S-8
RISK FACTORS .................................   S-30
   Geographic Concentration Entails
      Risks ..................................   S-30
   Risks to the Mortgaged Properties
      Relating to Terrorist Attacks and
      Foreign Conflicts ......................   S-30
   Risks Relating to Mortgage Loan
      Concentrations .........................   S-31
   Risks Relating to Enforceability of
      Cross Collateralization ................   S-32
   The Borrower's Form of Entity May
      Cause Special Risks ....................   S-32
   Ability to Incur Other Borrowings
      Entails Risk ...........................   S-34
   Borrower May Be Unable to Repay
      Remaining Principal Balance on
      Maturity Date or Anticipated
      Repayment Date .........................   S-36
   Commercial and Multifamily Lending
      Is Dependent Upon Net Operating
      Income .................................   S-37
   Tenant Concentration Entails Risk .........   S-38
   Certain Additional Risks Relating to
      Tenants ................................   S-39
   Mortgaged Properties Leased to
      Multiple Tenants Also Have Risks .......   S-40
   Mortgaged Properties Leased to
      Borrowers or Borrower Affiliated
      Entities Also Have Risks ...............   S-40
   Tenant Bankruptcy Entails Risks ...........   S-40
   Mortgage Loans are Nonrecourse and
      are Not Insured or Guaranteed ..........   S-41
   Retail Properties Have Special Risks ......   S-41
   Office Properties Have Special Risks ......   S-43
   Multifamily Properties Have Special
      Risks ..................................   S-43
   Industrial Properties Have Special
      Risks ..................................   S-45
   Manufactured Housing Community
      Properties Have Special Risks ..........   S-46
   Hotel Properties Have Special Risks .......   S-46
   Risks Relating to Affiliation with a
      Franchise or Hotel Management
      Company ................................   S-47
   Self Storage Properties Have Special
      Risks ..................................   S-48
   Lack of Skillful Property Management
      Entails Risks ..........................   S-48
   Some Mortgaged Properties May Not
      Be Readily Convertible to
      Alternative Uses .......................   S-49
   Property Value May Be Adversely
      Affected Even When Current
      Operating Income Is Not ................   S-49
   Mortgage Loans Secured by Leasehold
      Interests May Expose Investors to
      Greater Risks of Default and Loss ......   S-49
   Limitations of Appraisals .................   S-50
   Your Lack of Control Over the Trust
      Fund Can Create Risks ..................   S-51
   Potential Conflicts of Interest ...........   S-51
   Special Servicer May Be Directed to
      Take Actions ...........................   S-52
   Bankruptcy Proceedings Entail Certain
      Risks ..................................   S-53
   Risks Relating to Prepayments and
      Repurchases ............................   S-54
   Optional Early Termination of the
      Trust May Result in an Adverse
      Impact on Your Yield or May Result
      in a Loss ..............................   S-56
   Mortgage Loan Sellers May Not Be
      Able to Make a Required
      Repurchase or Substitution of a
      Defective Mortgage Loan ................   S-56
   Risks Relating to Enforceability of
      Yield Maintenance Charges,
      Prepayment Premiums or
      Defeasance Provisions ..................   S-56
   Risks Relating to Borrower Default ........   S-57
   Risks Relating to Interest on Advances
      and Special Servicing Compensation......   S-57
   Risks of Limited Liquidity and Market
      Value ..................................   S-57
   Different Timing of Mortgage Loan
      Amortization Poses Certain Risks .......   S-58
   Subordination of Subordinate Offered
      Certificates ...........................   S-58
   Limited Information Causes
      Uncertainty ............................   S-58
   Environmental Risks Relating to the
      Mortgaged Properties ...................   S-58
   Tax Considerations Relating to
      Foreclosure ............................   S-59
   Risks Associated with One Action
      Rules ..................................   S-60
   Risks Relating to Enforceability ..........   S-60


                                      S-4



                                                PAGE
                                                ----
   Potential Absence of Attornment
      Provisions Entails Risks .............    S-60
   Property Insurance May Not Be
      Sufficient ...........................    S-61
   Zoning Compliance and Use
      Restrictions May Adversely Affect
      Property Value .......................    S-63
   Risks Relating to Costs of Compliance
      with Applicable Laws and
      Regulations ..........................    S-64
   No Reunderwriting of the Mortgage
      Loans ................................    S-64
   Litigation or Other Legal Proceedings
      Could Adversely Affect the
      Mortgage Loans .......................    S-64
   Risks Relating to Book-Entry
      Registration .........................    S-64
   Risks Relating to Inspections of
      Properties ...........................    S-64
   There May be Changes in the Tax Laws
      of the U.S. Virgin Islands; No
      Gross-Up .............................    S-65
   Other Risks .............................    S-65
DESCRIPTION OF THE MORTGAGE POOL............    S-66
   General .................................    S-66
   Assistance Programs .....................    S-67
   Additional Debt .........................    S-67
   The Universal Hotel Portfolio Whole
      Loan .................................    S-71
   AB Mortgage Loan Pairs ..................    S-74
   Top Ten Mortgage Loans ..................    S-76
   ARD Loans ...............................    S-77
   Certain Terms and Conditions of the
      Mortgage Loans .......................    S-77
   Additional Mortgage Loan
      Information ..........................    S-84
   The Mortgage Loan Sellers ...............    S-86
   JPMorgan Chase Bank, N.A. ...............    S-86
   CIBC Inc. ...............................    S-87
   Underwriting Guidelines and
      Processes ............................    S-87
   Representations and Warranties;
      Repurchases and Substitutions ........    S-89
   Repurchase or Substitution of Cross-
      Collateralized Mortgage Loans ........    S-93
   Lockbox Accounts ........................    S-94
DESCRIPTION OF THE CERTIFICATES ............    S-95
   General .................................    S-95
   Book-Entry Registration and Definitive
      Certificates .........................    S-97
   Distributions ...........................    S-99
   Allocation of Yield Maintenance
      Charges and Prepayment Premiums.......   S-113
   Assumed Final Distribution Date;
      Rated Final Distribution Date ........   S-114
   Subordination; Allocation of Collateral
      Support Deficit ......................   S-114
   Advances ................................   S-118
   Appraisal Reductions ....................   S-121
   Reports to Certificateholders; Certain
      Available Information ................   S-123
   Voting Rights ...........................   S-126
   Termination; Retirement of
      Certificates .........................   S-127
   The Trustee and Paying Agent ............   S-128
   The Fiscal Agent ........................   S-128
SERVICING OF THE MORTGAGE LOANS ............   S-130
   General .................................   S-130
   The Directing Certificateholder and
      the Universal Hotel Portfolio
      Operating Advisor ....................   S-133
   Limitation on Liability of Directing
      Certificateholder ....................   S-135
   The Master Servicer .....................   S-136
   The Special Servicer ....................   S-136
   Replacement of the Special Servicer .....   S-136
   Servicing and Other Compensation
      and Payment Of Expenses ..............   S-136
   Maintenance of Insurance ................   S-139
   Modifications, Waiver and
      Amendments ...........................   S-142
   Realization Upon Defaulted Mortgage
      Loans ................................   S-143
   Inspections; Collection of Operating
      Information ..........................   S-146
   Certain Matters Regarding the Master
      Servicer, the Special Servicer and the
      Depositor ............................   S-146
   Events of Default .......................   S-148
   Rights Upon Event of Default ............   S-149
   Amendment ...............................   S-150
YIELD AND MATURITY CONSIDERATIONS...........   S-152
   Yield Considerations ....................   S-152
   Weighted Average Life ...................   S-155
   Yield Sensitivity of the Class X-2
      Certificates .........................   S-163
CERTAIN FEDERAL INCOME TAX
 CONSEQUENCES ..............................   S-164
METHOD OF DISTRIBUTION .....................   S-165
LEGAL MATTERS ..............................   S-167
RATINGS ....................................   S-167
LEGAL INVESTMENT ...........................   S-168
CERTAIN ERISA CONSIDERATIONS ...............   S-168
INDEX OF DEFINED TERMS .....................   S-171

                                      S-5


SCHEDULE I  CLASS X REFERENCE RATES

SCHEDULE II CLASS A-SB PLANNED PRINCIPAL BALANCE SCHEDULE

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

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

ANNEX A-3   DESCRIPTION OF TOP FIFTEEN MORTGAGE LOANS

ANNEX B     STRUCTURAL AND COLLATERAL TERM SHEET

ANNEX C     FORM OF REPORT TO CERTIFICATEHOLDERS

ANNEX D     CLASS X-2 COMPONENT NOTIONAL AMOUNTS


                                      S-6


                            SUMMARY OF CERTIFICATES
<TABLE>

                  INITIAL CLASS                                                     INITIAL
                   CERTIFICATE                                                      APPROX.    WEIGHTED   EXPECTED
                   BALANCE OR     APPROXIMATE   PASS-THROUGH      ASSUMED FINAL      PASS-     AVERAGE     RATINGS
                    NOTIONAL         CREDIT         RATE           DISTRIBUTION     THROUGH      LIFE     (MOODY'S/     PRINCIPAL
     CLASS          AMOUNT(1)      SUPPORT(2)    DESCRIPTION         DATE(3)         RATE     (YRS.)(4)   FITCH)(5)     WINDOW(4)
     -----        -------------   -----------    -----------      -------------     -------   ---------   ---------     ---------

Offered
Certificates
A-1            $   72,501,000      30.000%            Fixed       January 12, 2010   4.5060%     2.60       Aaa/AAA    8/05 - 1/10
A-2            $  171,215,000      30.000%            Fixed       August 12, 2010    4.7390%     4.84       Aaa/AAA    2/10 - 8/10
A-3A1          $  163,601,000      30.000%            Fixed        March 12, 2012    4.8240%     6.12       Aaa/AAA    7/11 - 3/12
A-3A2          $  122,934,000      30.000%            Fixed      December 12, 2014   4.9280%     7.55       Aaa/AAA   3/12 - 12/14
A-3B           $  200,000,000      30.000%         Variable(6)   December 12, 2014   5.5109%     6.73       Aaa/AAA   7/11 - 12/14
A-4            $  649,324,000      30.000%            Fixed        July 12, 2015     4.8950%     9.83       Aaa/AAA    2/15 - 7/15
A-SB           $  137,352,000      30.000%            Fixed      February 12, 2015   4.8460%     7.04       Aaa/AAA    1/10 - 2/15
A-M            $  216,704,000      20.000%          Fixed(7)       July 12, 2015     4.9480%     9.95       Aaa/AAA    7/15 - 7/15
A-J            $  162,527,000      12.500%          Fixed(7)       July 12, 2015     4.9870%     9.95       Aaa/AAA    7/15 - 7/15
X-2            $2,100,087,000(8)       N/A         Variable(9)     July 12, 2012     0.5051%      N/A       Aaa/AAA        N/A
B              $   43,341,000      10.500%        Variable(10)     July 12, 2015     5.1909%     9.95       Aa2/AA     7/15 - 7/15
C              $   18,962,000       9.625%        Variable(10)     July 12, 2015     5.2209%     9.95       Aa3/AA-    7/15 - 7/15
D              $   32,505,000       8.125%        Variable(10)    August 12, 2015    5.3099%     9.96        A2/A      7/15 - 8/15
Non-Offered
Certificates
X-1            $2,167,038,830(11)      N/A        Variable(12)          N/A          0.0526%      N/A       Aaa/AAA        N/A
E              $   27,088,000       6.875%        Variable(10)          N/A          5.4079%      N/A        A3/A-         N/A
F              $   24,380,000       5.750%         Variable(6)          N/A          5.5109%      N/A      Baa1/BBB+     N/A
G              $   24,379,000       4.625%         Variable(6)          N/A          5.5109%      N/A      Baa2/BBB        N/A
H              $   29,797,000       3.250%         Variable(6)          N/A          5.5109%      N/A      Baa3/BBB-       N/A
J              $    8,126,000       2.875%          Fixed(7)            N/A          4.6770%      N/A        Ba1/BB+       N/A
K              $    8,126,000       2.500%          Fixed(7)            N/A          4.6770%      N/A       Ba2/BB         N/A
L              $    8,127,000       2.125%          Fixed(7)            N/A          4.6770%      N/A       Ba3/BB-        N/A
M              $    5,417,000       1.875%          Fixed(7)            N/A          4.6770%      N/A         B1/B+        N/A
N              $    8,127,000       1.500%          Fixed(7)            N/A          4.6770%      N/A         B2/B         N/A
P              $    5,417,000       1.250%          Fixed(7)            N/A          4.6770%      N/A         B3/B-        N/A
NR             $   27,088,830          N/A          Fixed(7)            N/A          4.6770%      N/A         NR/NR        N/A
</TABLE>

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

(2)   The credit support percentages set forth for the Class A-1, Class A-2,
      Class A-3A1, Class A-3A2, Class A-3B, Class A-4 and Class A-SB
      certificates are represented in the aggregate.

(3)   The assumed final distribution dates set forth in this prospectus
      supplement have been determined on the basis of the assumptions described
      in "Description of the Certificates--Assumed Final Distribution Date;
      Rated Final Distribution Date" in this prospectus supplement. The rated
      final distribution date for each class of certificates is September 12,
      2037. See "Description of the Certificates--Assumed Final Distribution
      Date; Rated Final Distribution Date" in this prospectus supplement.

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

(5)   Ratings shown are those of Moody's Investors Service, Inc. and Fitch,
      Inc.

(6)   The pass-through rate applicable to the Class A-3B, Class F, Class G and
      Class H certificates on each distribution date will be a per annum rate
      equal to the weighted average of the net mortgage rates on the mortgage
      loans (other than the Universal Hotel Portfolio B note) (in each case
      adjusted, if necessary, to accrue on the basis of a 360-day year
      consisting of twelve 30-day months).

(7)   For any distribution date, if the weighted average of the net interest
      rates on the mortgage loans (in each case adjusted, if necessary, to
      accrue on the basis of a 360-day year consisting of twelve 30-day months)
      as of the first day of the related due period is less than the rate
      specified for any of Class A-M, Class A-J, Class J, Class K, Class L,
      Class M, Class N, Class P or Class NR certificates with respect to the
      distribution date, then the pass-through rate for that class of
      certificates on that distribution date will equal the weighted average of
      the net interest rates on the mortgage loans (other than the Universal
      Hotel Portfolio B note).

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

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

(10)  The pass-through rates applicable to the Class B, Class C, Class D and
      Class E certificates on each distribution date will be a per annum rate
      equal to the weighted average of the net mortgage rates on the mortgage
      loans (other than the Universal Hotel Portfolio B note) (in each case
      adjusted, if necessary, to accrue on the basis of a 360-day year
      consisting of twelve 30-day months), minus 0.320%, 0.290%, 0.201% and
      0.103%, respectively.

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

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


     The Class UHP, Class S, Class R and Class LR certificates are not offered
by this prospectus supplement and are not represented in this table.


                                      S-7


                               SUMMARY OF TERMS

     This summary highlights selected information from this prospectus
supplement. It does not contain all of the information you need to consider in
making your investment decision. To understand all of the terms of the offering
of the offered certificates, read this entire document and the accompanying
prospectus carefully.

                          RELEVANT PARTIES AND DATES

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

Mortgage Loan Sellers.........   JPMorgan Chase Bank, N.A., a banking
                                 association organized under the laws of the
                                 United States, and CIBC Inc., a Delaware
                                 corporation. JPMorgan Chase Bank, N.A. is an
                                 affiliate of the depositor and J.P. Morgan
                                 Securities Inc., one of the underwriters. CIBC
                                 Inc. is an affiliate of CIBC World Markets
                                 Corp., one of the underwriters. See
                                 "Description of the Mortgage Pool--The Mortgage
                                 Loan Sellers" in this prospectus supplement.


                         SELLERS OF THE MORTGAGE LOANS

                                        NUMBER        AGGREGATE         % OF
                                          OF      PRINCIPAL BALANCE    INITIAL
                                       MORTGAGE      OF MORTGAGE        POOL
                SELLER                   LOANS          LOANS          BALANCE
- ------------------------------------- ---------- ------------------- ----------
  JPMorgan Chase Bank, N.A. .........     111       $1,262,250,623       58.2%
  CIBC Inc. .........................      84          904,788,208       41.8
                                          ---       --------------      -----
  Total .............................     195       $2,167,038,831      100.0%
                                          ===       ==============      =====

Master Servicer...............   GMAC Commercial Mortgage Corporation, a
                                 California corporation. The master servicer's
                                 principal servicing offices are located at 200
                                 Witmer Road, Horsham, Pennsylvania 19044. See
                                 "Servicing of the Mortgage Loans--The Master
                                 Servicer" in this prospectus supplement.

Special Servicer..............   J.E. Robert Company, Inc., a Virginia
                                 corporation, will act as special servicer with
                                 respect to the mortgage loans and will be
                                 primarily responsible for making decisions and
                                 performing certain servicing functions with
                                 respect to the mortgage loans that, in general,
                                 are in default or as to which default is
                                 imminent. The primary servicing offices of J.E.
                                 Robert Company, Inc. are located at 1650 Tysons
                                 Boulevard, Suite 1600, McLean, Virginia 22102.
                                 We anticipate that the initial controlling


                                      S-8


                                 class representative will be JER Investors
                                 Trust Inc., an affiliate of the special
                                 servicer. The special servicer may be removed
                                 without cause under certain circumstances
                                 described in this prospectus supplement. See
                                 "Servicing of the Mortgage Loans--The Special
                                 Servicer" in this prospectus supplement.

Trustee and Paying Agent......   LaSalle Bank National Association, a national
                                 banking association. The corporate trust office
                                 of the trustee and the paying agent is located
                                 at 135 South LaSalle Street, Suite 1625,
                                 Chicago, Illinois 60603, Attention: Global
                                 Securities and Trust Services Group, J.P.
                                 Morgan 2005-CIBC12 and its telephone number is
                                 (312) 904-9387. See "Description of the
                                 Certificates--The Trustee and Paying Agent" in
                                 this prospectus supplement. Following the
                                 transfer of the mortgage loans into the trust,
                                 the trustee, on behalf of the trust, will
                                 become the mortgagee of record under each
                                 mortgage loan.

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

Cut-off Date..................   With respect to each mortgage loan, the
                                 related due date of that mortgage loan in July
                                 2005 or, with respect to those mortgage loans
                                 that were originated in June 2005 and have
                                 their first payment date in August 2005, July
                                 1, 2005, or, with respect to those mortgage
                                 loans that were originated in July 2005 and
                                 have their first payment date in either August
                                 or September 2005, the origination date.

Closing Date..................   On or about July 29, 2005.

Distribution Date.............   The 12th day of each month or, if the 12th
                                 day is not a business day, on the next
                                 succeeding business day, beginning in August
                                 2005.

Interest Accrual Period.......   Interest will accrue on the offered
                                 certificates during the calendar month prior to
                                 the related distribution date and will be
                                 calculated on the offered certificates assuming
                                 that each month has 30 days and each year has
                                 360 days.

Due Period....................   For any mortgage loan and any distribution
                                 date, the period commencing on the day
                                 immediately following the due date for the
                                 mortgage loan in the month preceding the month
                                 in which that distribution date occurs and
                                 ending on and including the due date for the
                                 mortgage loan in the month in which that
                                 distribution date occurs. However, in the event
                                 that the


                                      S-9


                                 last day of a due period (or applicable grace
                                 period) is not a business day, any periodic
                                 payments received with respect to the mortgage
                                 loans relating to that due period on the
                                 business day immediately following that last
                                 day will be deemed to have been received
                                 during that due period and not during any
                                 other due period.

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


                              OFFERED SECURITIES

General.......................   We are offering the following classes of
                                 commercial mortgage pass-through certificates
                                 as part of Series 2005-CIBC12:

                                 o Class A-1

                                 o Class A-2

                                 o Class A-3A1

                                 o Class A-3A2

                                 o Class A-3B

                                 o Class A-4

                                 o Class A-SB

                                 o Class A-M

                                 o Class A-J

                                 o Class X-2

                                 o Class B

                                 o Class C

                                 o Class D

                                 Series 2005-CIBC12 will consist of the above
                                 classes and the following classes that are not
                                 being offered through this prospectus
                                 supplement and the accompanying prospectus:
                                 Class X-1, Class E, Class F, Class G, Class H,
                                 Class J, Class K, Class L, Class M, Class N,
                                 Class P, Class NR, Class S, Class UHP, Class R
                                 and Class LR.

                                 The Series 2005-CIBC12 certificates will
                                 collectively represent beneficial ownership
                                 interests in a trust created by J.P. Morgan
                                 Chase Commercial Mortgage Securities Corp. The
                                 trust's assets will primarily be 195 fixed
                                 rate mortgage loans secured by first liens on
                                 205 commercial, multifamily and manufactured
                                 housing community properties.

                                 The trust's assets also include the
                                 subordinate mortgage loan identified in this
                                 prospectus supplement as the Universal Hotel
                                 Portfolio B note. Although the Universal


                                      S-10


                                 Hotel Portfolio B note is an asset of the
                                 trust, for purposes of the information
                                 contained in this prospectus supplement
                                 (including the annexes and statistical
                                 information contained in this prospectus
                                 supplement), the Universal Hotel Portfolio B
                                 note is not reflected in this prospectus
                                 supplement and the term "mortgage loan" does
                                 not include the Universal Hotel Portfolio B
                                 note, unless expressly indicated otherwise.
                                 The Universal Hotel Portfolio B note supports
                                 only the Class UHP certificates, which
                                 certificates are not being offered pursuant to
                                 this prospectus supplement.

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

                                 Class A-1 ...........   $   72,501,000
                                 Class A-2 ...........   $  171,215,000
                                 Class A-3A1 .........   $  163,601,000
                                 Class A-3A2 .........   $  122,934,000
                                 Class A-3B ..........   $  200,000,000
                                 Class A-4 ...........   $  649,324,000
                                 Class A-SB ..........   $  137,352,000
                                 Class A-M ...........   $  216,704,000
                                 Class A-J ...........   $  162,527,000
                                 Class X-2 ...........   $2,100,087,000
                                 Class B .............   $   43,341,000
                                 Class C .............   $   18,962,000
                                 Class D .............   $   32,505,000


                                      S-11


PASS-THROUGH RATES

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

                                 Class A-1 ............  4.5060%
                                 Class A-2 ............  4.7390%
                                 Class A-3A1 ..........  4.8240%
                                 Class A-3A2 ..........  4.9280%
                                 Class A-3B ...........  5.5109%(1)
                                 Class A-4 ............  4.8950%
                                 Class A-SB ...........  4.8460%
                                 Class A-M ............  4.9480%(2)
                                 Class A-J ............  4.9870%(2)
                                 Class X-2 ............  0.5051%(3)
                                 Class B ..............  5.1909%(4)
                                 Class C ..............  5.2209%(4)
                                 Class D ..............  5.3099%(4)

                                 ----------
                                 (1)   The pass-through rate applicable to the
                                       Class A-3B certificates on each
                                       distribution date will be a per annum
                                       rate equal to the weighted average of
                                       the net mortgage rates on the mortgage
                                       loans (in each case adjusted, if
                                       necessary, to accrue on the basis of a
                                       360-day year consisting of twelve 30-day
                                       months).

                                 (2)   For any distribution date, if the
                                       weighted average of the net interest
                                       rates on the mortgage loans (other than
                                       the Universal Hotel Portfolio B note)
                                       (in each case adjusted, if necessary, to
                                       accrue on the basis of a 360-day year
                                       consisting of twelve 30-day months) as
                                       of the first day of the related due
                                       period is less than the rate specified
                                       for any of Class A-M and Class A-J
                                       certificates with respect to the
                                       distribution date, then the pass-through
                                       rate for that class of certificates on
                                       that distribution date will equal the
                                       weighted average of the net interest
                                       rates on the mortgage loans (other than
                                       the Universal Hotel Portfolio B note).

                                 (3)   The interest accrual amount on the Class
                                       X-2 certificates will be calculated by
                                       reference to a notional amount equal to
                                       the aggregate of the certificate
                                       balances of all or some of the other
                                       classes of certificates or portions
                                       thereof. The pass through rate on the
                                       Class X-2 certificates will be based on
                                       the weighted average of the interest
                                       strip rates of the components of the
                                       Class  X-2 certificates, which will be
                                       based on the net mortgage rates
                                       applicable to the mortgage loans (other
                                       than the Universal Hotel Portfolio B
                                       note) (other than the Universal Hotel
                                       Portfolio B note) as of the preceding
                                       distribution date minus the pass through
                                       rates of such components. See
                                       "Description of the
                                       Certificates--Distributions" in this
                                       prospectus supplement.

                                 (4)   The pass-through rates applicable to the
                                       Class B, Class C and Class D
                                       certificates on each distribution date
                                       will be a per annum rate equal to the
                                       weighted average of the net mortgage
                                       rates on the mortgage loans (other than
                                       the Universal Hotel Portfolio B note)
                                       (in each case adjusted, if necessary, to
                                       accrue on the basis of a 360-day year
                                       consisting of twelve 30-day months),
                                       minus 0.320%, 0.290% and 0.201%,
                                       respectively.

B. Interest Rate Calculation
   Convention.................   Interest on your certificates will be
                                 calculated based on a 360-day year consisting
                                 of twelve 30-day months, or a "30/360 basis."


                                      S-12


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

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

DISTRIBUTIONS

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

                                 First/Class A-1, Class A-2, Class A-3A1, Class
                                 A-3A2, Class A-3B, Class A-4, Class A-SB,
                                 Class X-1 and Class X-2 certificates: To pay
                                 interest on the Class A-1, Class A-2, Class
                                 A-3A1, Class A-3A2, Class A-3B, Class A-4,
                                 Class A-SB, Class X-1 and Class X-2
                                 certificates, pro rata, in each case in
                                 accordance with their interest entitlements.

                                 Second/Class A-1, Class A-2, Class A-3A1,
                                 Class A-3A2, Class A-3B, Class A-4 and Class
                                 A-SB: To the extent of funds allocated to
                                 principal and available for distribution, (1)
                                 first, to the Class A-SB certificates until
                                 the certificate balance of the Class A-SB
                                 certificates is reduced to the planned
                                 principal balance set forth in Schedule II to
                                 this prospectus supplement; (2) then to
                                 principal on the Class A-1 and Class A-2
                                 certificates, in


                                      S-13


                                 that order, until the Class A-1 and Class A-2
                                 certificates have been reduced to zero, (3)
                                 then to principal on (a) the Class A-3A1
                                 certificates and the Class A-3A2 certificates
                                 and (b) the Class A-3B certificates, pro rata
                                 (based upon the certificate balances of the
                                 Class A-3A1, Class A-3A2 and Class A-3B
                                 certificates), until the Class A-3A1, Class
                                 A-3A2 and the Class A-3B certificates have
                                 been reduced to zero, provided that amounts
                                 allocable to the Class A-3A1 and Class A-3A2
                                 certificates will be distributed first to the
                                 Class A-3A1 certificates until the Class A-3A1
                                 certificates have been reduced to zero and
                                 then to the Class A-3A2 certificates until the
                                 Class A-3A2 certificates have been reduced to
                                 zero, (4) then to principal on the Class A-4
                                 and the Class A-SB certificates, in that
                                 order, until the Class A-4 and the Class A-SB
                                 certificates have been reduced to zero. If the
                                 certificate balance of each and every class of
                                 certificates other than the Class A-1, Class
                                 A-2, Class A-3A1, Class A-3A2, Class A-3B,
                                 Class A-4, Class A-SB and Class UHP
                                 certificates has been reduced to zero as a
                                 result of the allocation of mortgage loan
                                 losses to those certificates, funds available
                                 for distributions of principal will be
                                 distributed to the Class A-1, Class A-2, Class
                                 A-3A1, Class A-3A2, Class A-3B, Class A-4 and
                                 Class A-SB certificates, pro rata, rather than
                                 sequentially, without regard to the
                                 distribution priorities above or the planned
                                 principal balance of the Class A-SB
                                 certificates.

                                 Third/Class A-1, Class A-2, Class A-3A1, Class
                                 A-3A2, Class A-3B, Class A-4 and Class A-SB
                                 certificates: To reimburse the Class A-1,
                                 Class A-2, Class A-3A1, Class A-3A2, Class
                                 A-3B, Class A-4 and Class A-SB certificates,
                                 pro rata, for any previously unreimbursed
                                 losses on the mortgage loans allocable to
                                 principal that were previously borne by those
                                 classes.

                                 Fourth/Class A-M certificates: To the Class
                                 A-M certificates as follows: (a) first, to
                                 interest on the Class A-M certificates in the
                                 amount of its interest entitlement; (b)
                                 second, to the extent of funds allocated to
                                 principal and available for distribution
                                 remaining after distributions in respect of
                                 principal to each class with a higher priority
                                 (in this case, the Class A-1, Class A-2, Class
                                 A-3A1, Class A-3A2, Class A-3B, Class A-4 and
                                 Class A-SB certificates), to principal on the
                                 Class A-M certificates until the certificate
                                 balance of the Class A-M certificates has been
                                 reduced to zero; and (c) third, to reimburse
                                 the Class A-M certificates for any previously
                                 unreimbursed losses on the mortgage loans
                                 allocable to principal that were previously
                                 borne by such class.

                                 Fifth/Class A-J certificates: To the Class A-J
                                 certificates as follows: (a) first, to
                                 interest on the Class A-J certificates in the
                                 amount of its interest entitlement; (b)
                                 second, to


                                      S-14


                                 the extent of funds allocated to principal and
                                 available for distribution remaining after
                                 distributions in respect of principal to each
                                 class with a higher priority (in this case,
                                 the Class A-1, Class A-2, Class A-3A1, Class
                                 A-3A2, Class A-3B, Class A-4, Class A-SB and
                                 Class A-M certificates), to principal on the
                                 Class A-J certificates until the certificate
                                 balance of the Class A-J certificates has been
                                 reduced to zero; and (c) third, to reimburse
                                 the Class A-J certificates for any previously
                                 unreimbursed losses on the mortgage loans
                                 allocable to principal that were previously
                                 borne by that class.

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

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

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

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

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

                                 A description of the amount of principal
                                 required to be distributed to each class of
                                 certificates entitled to principal on a
                                 particular distribution date also can be found
                                 in "Description of the Certificates--
                                 Distributions--Principal Distribution Amount"
                                 in this prospectus supplement.

C. Yield Maintenance Charges...  Yield maintenance charges with respect to the
                                 mortgage loans will be allocated to the offered
                                 certificates (other than the Class X-2
                                 certificates) as described in "Description of
                                 the Certificates--Allocation of Yield
                                 Maintenance Charges and Prepayment Premiums" in
                                 this prospectus supplement.

                                 For an explanation of the calculation of yield
                                 maintenance charges, see "Description of the
                                 Mortgage Pool--Certain Terms and Conditions of
                                 the Mortgage Loans--Prepayment Provisions" in
                                 this prospectus supplement.

                                      S-15


D. General....................   The chart below describes the manner in which
                                 the payment rights of certain classes of
                                 certificates will be senior or subordinate, as
                                 the case may be, to the payment rights of other
                                 classes of certificates. The chart shows the
                                 entitlement to receive principal and/or
                                 interest of certain classes of certificates
                                 (other than excess interest that accrues on the
                                 mortgage loans that have anticipated repayment
                                 dates) on any distribution date in descending
                                 order (beginning with the Class A-1, Class A-2,
                                 Class A-3A1, Class A-3A2, Class A-3B, Class
                                 A-4, Class A-SB, Class X-1 and Class X-2
                                 certificates). It also shows the manner in
                                 which mortgage loan losses are allocated to
                                 certain classes of certificates in ascending
                                 order (beginning with the other classes of
                                 certificates (other than the Class UHP, Class
                                 S, Class R and Class LR certificates) that are
                                 not being offered by this prospectus
                                 supplement). No principal payments or mortgage
                                 loan losses will be allocated to the Class S,
                                 Class R, Class LR, Class X-1 or Class X-2
                                 certificates, although principal payments and
                                 mortgage loan losses may reduce the notional
                                 amount of the Class X-1 and/or Class X-2
                                 certificates and, therefore, the amount of
                                 interest they accrue. In addition, mortgage
                                 loan losses will not be allocated to the Class
                                 UHP certificates (other than mortgage loan
                                 losses on the Universal Hotel Portfolio whole
                                 loan allocated to the Universal Hotel Portfolio
                                 B note pursuant to the related intercreditor
                                 agreement).

                                [GRAPHIC OMITTED]

      ------------------------------------------------------------------
         Class A-1, Class A-2, Class A-3A1, Class A-3A2, Class A-3B,
        Class A-4, Class A-SB, Class X-1* and Class X-2* certificates
      ------------------------------------------------------------------
                                        |
                                        |
                          ----------------------------
                             Class A-M certificates
                          ----------------------------
                                        |
                                        |
                          ----------------------------
                             Class A-J certificates
                          ----------------------------
                                        |
                                        |
                          ----------------------------
                              Class B certificates
                          ----------------------------
                                        |
                                        |
                          ----------------------------
                              Class C certificates
                          ----------------------------
                                        |
                                        |
                          ----------------------------
                              Class D certificates
                          ----------------------------
                                        |
                                        |
                          ----------------------------
                                   Non-offered
                                 certificates**
                          ----------------------------


      ----------

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

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

                                      S-16


                                 No other form of credit enhancement will be
                                 available for the benefit of the holders of
                                 the offered certificates.

                                 Principal losses on mortgage loans that are
                                 allocated to a class of certificates will
                                 reduce the certificate balance of that class
                                 of certificates.

                                 See "Description of the Certificates" in this
                                 prospectus supplement.

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

ADVANCES

A. P&I Advances...............   The master servicer is required to advance a
                                 delinquent periodic mortgage loan payment
                                 (including on the Universal Hotel Portfolio B
                                 note) unless it (or the special servicer or the
                                 trustee) determines that the advance would be
                                 non-recoverable. The master servicer will not
                                 be required to advance balloon payments due at
                                 maturity in excess of the regular periodic
                                 payment, interest in excess of a mortgage
                                 loan's regular interest rate, default interest
                                 or prepayment premiums or yield maintenance
                                 charges. The amount of the interest portion of
                                 any advance will be subject to reduction to the
                                 extent that an appraisal reduction of the
                                 related mortgage loan has occurred. See
                                 "Description of the Certificates--Advances" in
                                 this prospectus supplement. There may be other
                                 circumstances in which the master servicer will
                                 not be required to advance one full month of
                                 principal and/or interest. If the master
                                 servicer fails to make a required advance, the
                                 trustee will be required to make the advance.
                                 If the trustee fails to make a


                                      S-17


                                 required advance, the fiscal agent will be
                                 required to make the advance. None of the
                                 master servicer, the trustee or the fiscal
                                 agent is required to advance amounts
                                 determined to be non-recoverable. See
                                 "Description of the Certificates--Advances" in
                                 this prospectus supplement. If an interest
                                 advance is made by the master servicer, the
                                 master servicer will not advance its servicing
                                 fee, but will advance the trustee's fee.
B. Property Protection
   Advances..................    The master servicer may be required, and the
                                 special servicer may be permitted, to make
                                 advances to pay delinquent real estate taxes,
                                 assessments and hazard insurance premiums and
                                 similar expenses necessary to:

                                 o protect and maintain the related mortgaged
                                   property;

                                 o maintain the lien on the related mortgaged
                                   property; or

                                 o enforce the related mortgage loan
                                   documents.

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

C. Interest on Advances.......   The master servicer, the special servicer,
                                 the trustee and the fiscal agent, as
                                 applicable, will be entitled to interest on the
                                 above described advances at the "Prime Rate" as
                                 published in The Wall Street Journal, as
                                 described in this prospectus supplement.
                                 Interest accrued on outstanding advances may
                                 result in reductions in amounts otherwise
                                 payable on the certificates. None of the master
                                 servicer, the trustee or the fiscal agent will
                                 be entitled to interest on advances made with
                                 respect to principal and interest due on a
                                 mortgage loan, including on the Universal Hotel
                                 Portfolio B note, until the related due date
                                 has passed and any grace period for late
                                 payments applicable to the mortgage loan has
                                 expired. See "Description of the
                                 Certificates--Advances" and "--Subordination;
                                 Allocation of Collateral Support Deficit" in
                                 this prospectus supplement and "Description of
                                 the Certificates--Advances in Respect of
                                 Delinquencies" and "Description of the Pooling
                                 Agreements--Certificate Account" in the
                                 prospectus.


                                      S-18


THE MORTGAGE LOANS

The Mortgage Pool.............   The trust's primary assets will be 195 fixed
                                 rate mortgage loans, each evidenced by one or
                                 more promissory notes secured by first
                                 mortgages, deeds of trust or similar security
                                 instruments on the fee and/or leasehold estate
                                 of the related borrower in 205 commercial,
                                 multifamily and manufactured housing community
                                 mortgaged properties.

                                 The aggregate principal balance of the
                                 mortgage loans (not including the Universal
                                 Hotel Portfolio B note) as of the cut-off date
                                 will be approximately $2,167,038,831.

                                 The Universal Hotel Portfolio loan (identified
                                 as Loan No. 1 on Annex A-1 to this prospectus
                                 supplement) with a principal balance as of the
                                 cut-off date of $100,000,000 and representing
                                 approximately 4.6% of the aggregate principal
                                 balance of the pool of mortgage loans as of
                                 the cut-off date, is one of seven mortgage
                                 loans that is part of a split loan structure,
                                 and is secured by the same mortgage instrument
                                 on the related mortgaged properties. Note A-4
                                 is the Universal Hotel Portfolio loan, which
                                 is included in the trust. Note A-1, Note A-2,
                                 Note A-3 and Note A-5, the Universal Hotel
                                 Portfolio companion notes, are part of the
                                 split loan structure but are not included in
                                 the trust, and are pari passu in right of
                                 payment with the Universal Hotel Portfolio
                                 loan. Note A-1, Note A-2, Note A-3 and Note
                                 A-5 have outstanding principal balances as of
                                 the cut-off date of $95,000,000, $80,000,000,
                                 $25,000,000 and $100,000,000, respectively.
                                 Note B-1 and Note B-2, collectively known as
                                 the Universal Hotel Portfolio B note, which
                                 are included in the trust, have an aggregate
                                 unpaid principal balance as of the cut-off
                                 date of $50,000,000, and are subordinate in
                                 right of payment to the Universal Hotel
                                 Portfolio loan and the Universal Hotel
                                 Portfolio pari passu companion notes. However,
                                 for purposes of the information contained in
                                 this prospectus supplement (including the
                                 appendices), the Universal Hotel Portfolio B
                                 note is not reflected in this prospectus
                                 supplement and the term "mortgage loan" does
                                 not include the Universal Hotel Portfolio B
                                 note, unless expressly indicated otherwise.
                                 The Universal Hotel Portfolio B note supports
                                 only the Class UHP certificates, which
                                 certificates are not being offered pursuant to
                                 this prospectus supplement.

                                 The Universal Hotel Portfolio loan, the
                                 Universal Hotel Portfolio pari passu companion
                                 notes and the Universal Hotel Portfolio B note
                                 will be serviced in accordance with the
                                 pooling and servicing agreement by the master
                                 servicer and special servicer, and in
                                 accordance with the servicing standards
                                 provided in the pooling and


                                      S-19


                                 servicing agreement. In addition, the holders
                                 of each of the Universal Hotel Portfolio pari
                                 passu companion notes and the Class UHP
                                 certificates (which Class UHP
                                 certificateholders will be entitled to
                                 exercise the rights and powers granted to the
                                 holder of the Universal Hotel Portfolio B
                                 note) have the right, subject to certain
                                 conditions set forth in the related
                                 intercreditor agreement, to advise and direct
                                 the master servicer and/or special servicer
                                 with respect to various servicing matters or
                                 mortgage loan modifications affecting each of
                                 the Universal Hotel Portfolio notes, including
                                 Note A-4 that will be included in the trust.
                                 See "Description of the Mortgage Pool--The
                                 Universal Hotel Portfolio Whole Loan" in this
                                 prospectus supplement.

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

                                 6 mortgage loans (referred to in this
                                 prospectus supplement as the AB mortgage
                                 loans) are each evidenced by the senior of two
                                 notes secured by a single mortgage on the
                                 related mortgaged property and a single
                                 assignment of a lease, with the subordinate
                                 companion loan not being part of the trust
                                 fund. The AB mortgage loans are each secured
                                 by the mortgaged properties identified on
                                 Annex A-1 to this prospectus supplement as
                                 6495, 6595, 6517, 6515, 6523, 6501 and 6519
                                 Taft Street Portfolio, Olympic Towers, North
                                 Market Place, Fairway Park Manor, 6363 and
                                 6365 Taft Street Portfolio and Oakwood Manor
                                 Apartments representing in the aggregate
                                 approximately 1.6% of the aggregate principal
                                 balance of the pool of mortgage loans as of
                                 the cut-off date.

                                 Each AB mortgage loan and its related
                                 subordinate companion loan are subject to an
                                 intercreditor agreement. The intercreditor
                                 agreement generally allocates collections in
                                 respect of the related mortgage loan prior to
                                 a monetary event of default, or material
                                 non-monetary event of default to the mortgage
                                 loan in


                                      S-20


                                 the trust fund and the related subordinate
                                 companion loan on a pro rata basis. After a
                                 monetary event of default or material
                                 non-monetary event of default, the
                                 intercreditor agreement generally allocates
                                 collections in respect of such mortgage loans
                                 first to the mortgage loan in the trust and
                                 second to the related subordinate companion
                                 loan. The servicer and the special servicer
                                 will service and administer each AB mortgage
                                 loan and its subordinate companion loan
                                 pursuant to the pooling and servicing
                                 agreement and the related intercreditor
                                 agreement so long as such AB mortgage loan is
                                 part of the trust fund. Amounts attributable
                                 to each subordinate companion loan will not be
                                 assets of the trust, and will be beneficially
                                 owned by the holder of the subordinate
                                 companion loan. See "Description of the
                                 Mortgage Pool--AB Mortgage Loan Pairs" in this
                                 prospectus supplement.

                                 The holder of each subordinate companion loan
                                 will have the right to purchase the related AB
                                 mortgage loan under certain limited
                                 circumstances. In addition, the holder of
                                 certain of the subordinate companion loans
                                 will have the right to approve certain
                                 modifications to the related senior loan under
                                 certain circumstances. See "Description of the
                                 Mortgage Pool--AB Mortgage Loan Pairs" in this
                                 prospectus supplement.

                                 The following tables set forth certain
                                 anticipated characteristics of the mortgage
                                 loans as of the cut-off date (unless otherwise
                                 indicated). Except as specifically provided in
                                 this prospectus supplement, information
                                 presented in this prospectus supplement
                                 (including loan-to-value ratios and debt
                                 service coverage ratios) with respect to a
                                 mortgage loan with a subordinate companion
                                 loan is calculated without regard to the
                                 related subordinate companion loan. The sum of
                                 the numerical data in any column may not equal
                                 the indicated total due to rounding. Unless
                                 otherwise indicated, all figures presented in
                                 this "Summary of Terms" are calculated as
                                 described under "Description of the Mortgage
                                 Pool--Additional Mortgage Loan Information" in
                                 this prospectus supplement and all percentages
                                 represent the indicated percentage of the
                                 aggregate principal balance of the pool of
                                 mortgage loans as of the cut-off date. The
                                 principal balance of each mortgage loan as of
                                 the cut-off date assumes the timely receipt of
                                 principal scheduled to be paid on or before
                                 the cut-off date and no defaults,
                                 delinquencies or prepayments on any mortgage
                                 loan on or prior to the cut-off date.


                                      S-21


                                 The mortgage loans will have the following
                                 approximate characteristics as of the cut-off
                                 date:


                   CUT-OFF DATE MORTGAGE LOAN CHARACTERISTICS
<TABLE>

                                                                                  MORTGAGE LOANS
                                                                            --------------------------

Aggregate outstanding principal balance(1) ..............................               $2,167,038,831
Number of mortgage loans ................................................                          195
Number of mortgaged properties ..........................................                          205
Number of crossed loan pools ............................................                            6
Crossed loan pools as a percentage of the aggregate
 outstanding principal balance ..........................................                         5.8%
Range of mortgage loan principal balances ...............................   $1,197,671 to $100,000,000
Average mortgage loan principal balance .................................                  $11,113,020
Range of mortgage rates .................................................           4.7250% to 6.6200%
Weighted average mortgage rate ..........................................                      5.3663%
Range of original terms to maturity(2) ..................................      60 months to 240 months
Weighted average original term to maturity(2) ...........................                   110 months
Range of remaining terms to maturity(2) .................................      55 months to 240 months
Weighted average remaining term to maturity(2) ..........................                   109 months
Range of original amortization terms(3) .................................     120 months to 360 months
Weighted average original amortization term(3) ..........................                   351 months
Range of remaining amortization terms(3) ................................     119 months to 360 months
Weighted average remaining amortization term(3) .........................                   351 months
Range of loan-to-value ratios(4) ........................................               29.4% to 88.3%
Weighted average loan-to-value ratio(4) .................................                        71.9%
Range of loan-to-value ratios as of the maturity date(2)(4)(5) ..........               24.6% to 80.0%
Weighted average loan-to-value ratio as of the maturity
 date(2)(4)(5) ..........................................................                        64.6%
Range of debt service coverage ratios ...................................               1.10x to 3.61x
Weighted average debt service coverage ratio ............................                        1.54x
Percentage of aggregate outstanding principal balance
 consisting of:
 Partial Interest Only(6) ...............................................                        47.5%
 Balloon mortgage loans(7) ..............................................                        28.4%
 Interest-Only ..........................................................                        22.7%
 Fully Amortizing Loans .................................................                         1.4%
</TABLE>
- ----------
(1)   Subject to a permitted variance of plus or minus 10%.

(2)   In the case of mortgage loans with anticipated repayment dates
      (identified as Loan Nos. 22, 38, 46, 95 and 181 on Annex A-1 to this
      prospectus supplement), as of the related anticipated repayment date.

(3)   Excludes the mortgage loans that pay interest-only to maturity.

(4)   In the case of 7 mortgage loans (identified as Loan Nos. 7, 10, 29, 56,
      82, 86 and 134 on Annex A-1 to this prospectus supplement), the
      loan-to-value ratios were based upon the stabilized values as defined in
      the related appraisal.

(5)   Excludes the fully amortizing mortgage loans.

(6)   Includes 1 partial interest-only ARD loan representing approximately 1.0%
      of the aggregate principal balance of the pool of mortgage loans as of
      the cut-off date.

(7)   Includes 4 amortizing ARD loans representing approximately 1.9% of the
      aggregate principal balance of the pool of mortgage loans as of the
      cut-off date.


                                      S-22


                                 The mortgage loans accrue interest based on
                                 the following conventions:


                             INTEREST ACCRUAL BASIS

                                          AGGREGATE         % OF
                          NUMBER OF   PRINCIPAL BALANCE    INITIAL
                           MORTGAGE      OF MORTGAGE        POOL
 INTEREST ACCRUAL BASIS     LOANS           LOANS          BALANCE
- ------------------------ ----------- ------------------- ----------
  Actual/360 ...........     192       $2,159,552,695       99.7%
  30/360 ...............       3            7,486,136        0.3
                             ---       --------------      -----
  Total ................     195       $2,167,038,831      100.0%
                             ===       ==============      =====

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


                               AMORTIZATION TYPES

                                                      AGGREGATE         % OF
                                      NUMBER OF   PRINCIPAL BALANCE    INITIAL
                                       MORTGAGE      OF MORTGAGE        POOL
        TYPE OF AMORTIZATION            LOANS           LOANS          BALANCE
- ------------------------------------ ----------- ------------------- ----------
  Balloon Loans
    Partial Interest-Only(1) .......      74       $1,029,320,275        47.5%
    Balloon Loans(2) ...............      93          614,376,720        28.4
    Interest-Only ..................      22          492,490,000        22.7
                                          --       --------------       -----
  Subtotal .........................     189       $2,136,186,995        98.6%
  Fully Amortizing .................       6       $   30,851,836         1.4%
                                         ---       --------------       -----
  Total ............................     195       $2,167,038,831       100.0%
                                         ===       ==============       =====

- ----------
(1)  Includes 1 partial interest-only ARD loan representing approximately 1.0%
     of the aggregate principal balance of the pool of mortgage loans as of the
     cut-off date.

(2)  Includes 4 amortizing ARD loans representing approximately 1.9% of the
     aggregate principal balance of the pool of mortgage loans as of the cut-off
     date.

                                 5 mortgage loans, representing approximately
                                 2.9% of the aggregate principal balance of the
                                 pool of mortgage loans as of the cut-off date,
                                 provide for an increase in the related
                                 interest rate after a certain date, referred
                                 to as the anticipated repayment date. The
                                 interest accrued in excess of the original
                                 rate, together with any interest on that
                                 accrued interest, will be deferred and will
                                 not be paid until the principal balance of the
                                 related mortgage loan has been paid, at which
                                 time the deferred interest will be paid to the
                                 Class S certificates. In addition, after the
                                 anticipated repayment date, cash flow in
                                 excess of that required for debt service and
                                 certain budgeted expenses with respect to the
                                 related mortgaged property will be applied
                                 towards the payment of principal (without
                                 payment of a yield maintenance charge) of the
                                 related mortgage loan until its principal
                                 balance has been reduced to zero. A
                                 substantial principal payment would be
                                 required to pay


                                      S-23


                                 off this mortgage loan on its anticipated
                                 repayment date. The amortization term for this
                                 mortgage loan is significantly longer than the
                                 period up to the related mortgage loan's
                                 anticipated repayment date. See "Description
                                 of the Mortgage Pool--ARD Loans" in this
                                 prospectus supplement.

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


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

                       OVERVIEW OF PREPAYMENT PROTECTION

                                               AGGREGATE         % OF
                               NUMBER OF   PRINCIPAL BALANCE    INITIAL
                                MORTGAGE      OF MORTGAGE        POOL
    PREPAYMENT PROTECTION        LOANS           LOANS          BALANCE
- ----------------------------- ----------- ------------------- ----------
  Lockout followed by
    Defeasance ..............     168       $1,883,892,494        86.9%
  Lockout followed by Yield
    Maintenance/
    Defeasance ..............      13          187,180,000         8.6
  Lockout followed by Yield
    Maintenance .............      13           78,994,329         3.6
  Yield Maintenance .........       1           16,972,007         0.8
                                  ---       --------------       -----
  Total .....................     195       $2,167,038,831       100.0%
                                  ===       ==============       =====

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

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


                            PREPAYMENT OPEN PERIODS

                                           AGGREGATE         % OF
                           NUMBER OF   PRINCIPAL BALANCE    INITIAL
                            MORTGAGE      OF MORTGAGE        POOL
 OPEN PERIODS (PAYMENTS)     LOANS           LOANS          BALANCE
- ------------------------- ----------- ------------------- ----------
   2 ....................       2       $   58,400,000         2.7%
   3 ....................       7          111,438,358         5.1
   4 ....................     172        1,865,582,486        86.1
   5 ....................       1            4,500,000         0.2
   7 ....................       5           63,094,579         2.9
  13 ....................       5           41,742,543         1.9
  25 ....................       3           22,280,864         1.0
                              ---       --------------       -----
  Total .................     195       $2,167,038,831       100.0%
                              ===       ==============       =====

                                      S-24


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

                  CURRENT USES OF THE MORTGAGED PROPERTIES(1)

                                           AGGREGATE         % OF
                           NUMBER OF   PRINCIPAL BALANCE    INITIAL
                           MORTGAGED      OF MORTGAGE        POOL
       CURRENT USE        PROPERTIES         LOANS          BALANCE
- ------------------------ ------------ ------------------- ----------
  Retail ...............       81       $  984,804,300        45.4%
  Office ...............       53          599,511,101        27.7
  Multifamily ..........       38          300,987,098        13.9
  Hotel ................        5          125,016,410         5.8
  Industrial ...........       11           78,151,409         3.6
  Mixed Use ............        7           46,237,319         2.1
  Self Storage .........        8           26,360,753         1.2
  Manufactured Housing
    Community ..........        2            5,970,441         0.3
                               --       --------------       -----
  Total ................      205       $2,167,038,831       100.0%
                              ===       ==============       =====

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

                                 The mortgaged properties are located in 36
                                 states, the District of Columbia and the U.S.
                                 Virgin Islands. The following tables list the
                                 states that have concentrations of mortgaged
                                 properties of 5% or more of the aggregate
                                 principal balance of the pool of mortgage
                                 loans as of the cut-off date:

                           GEOGRAPHIC DISTRIBUTION(1)

                                         AGGREGATE         % OF
                         NUMBER OF   PRINCIPAL BALANCE    INITIAL
                         MORTGAGED      OF MORTGAGE        POOL
         STATE          PROPERTIES         LOANS          BALANCE
- ---------------------- ------------ ------------------- ----------
  California .........      27         $356,252,536         16.4%
  Florida ............      23         $209,471,474          9.7%
  Virginia ...........      15         $202,826,001          9.4%
  Texas ..............      19         $176,329,399          8.1%
  New York ...........      11         $164,025,640          7.6%

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


                      ADDITIONAL ASPECTS OF CERTIFICATES

Denominations.................   The offered certificates (other than the
                                 Class X-2 certificates) will be offered in
                                 minimum denominations of $10,000 initial
                                 certificate balance. Investments in excess of
                                 the minimum denominations may be made in
                                 multiples of $1. The Class X-2 certificates
                                 will be issued,


                                      S-25


                                 maintained and transferred only in minimum
                                 denominations of authorized initial notional
                                 amount of not less than $1,000,000, and in
                                 integral multiples of $1 in excess thereof.

Registration, Clearance and
 Settlement...................   Each class of offered certificates will be
                                 registered in the name of Cede & Co., as
                                 nominee of The Depository Trust Company, or
                                 DTC.

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

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

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

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

Deal Information/Analytics....   Certain information concerning the mortgage
                                 loans and the offered certificates may be
                                 available to subscribers through the following
                                 services:

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

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

Optional Termination..........   On any distribution date on which the
                                 aggregate principal balance of the pool of
                                 mortgage loans remaining in the trust is less
                                 than 1% of the aggregate principal balance of
                                 the mortgage loans (including the Universal
                                 Hotel Portfolio B note) as of the cut-off date,


                                      S-26


                                 certain entities specified in this prospectus
                                 supplement will have the option to purchase
                                 all of the remaining mortgage loans (including
                                 the Universal Hotel Portfolio B note) (and all
                                 property acquired through exercise of remedies
                                 in respect of any mortgage loan) at the price
                                 specified in this prospectus supplement.
                                 Exercise of this option will terminate the
                                 trust and retire the then outstanding
                                 certificates. The trust may also be terminated
                                 in connection with a voluntary exchange of all
                                 the then outstanding certificates (other than
                                 the Class S, Class R and Class LR
                                 certificates), including the Class X-1 and
                                 Class X-2 certificates (provided, however,
                                 that the offered certificates are no longer
                                 outstanding and there is only one holder of
                                 the outstanding certificates), for the
                                 mortgage loans remaining in the trust.

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

Tax Status....................   Elections will be made to treat a portion of
                                 the trust as two separate REMICs--a lower-tier
                                 REMIC and an upper-tier REMIC--for federal
                                 income tax purposes. The portion of the trust
                                 representing the deferred interest described
                                 above will be treated as a grantor trust for
                                 federal income tax purposes. In the opinion of
                                 counsel, the portions of the trust referred to
                                 above will qualify for this treatment.

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

                                 o Each class of offered certificates will
                                   represent "regular interests" in the
                                   upper-tier REMIC.

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

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

                                 o It is anticipated that the offered
                                   certificates, other than the Class X-2
                                   certificates, will be issued at a premium,
                                   and that the Class X-2 certificates will be
                                   issued with original issue discount for
                                   federal income tax purposes.

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

                                      S-27


Certain ERISA Considerations...  Subject to important considerations described
                                 under "Certain ERISA Considerations" in this
                                 prospectus supplement and in the prospectus,
                                 the offered certificates are eligible for
                                 purchase by persons investing assets of
                                 employee benefit plans or individual retirement
                                 accounts.

Legal Investment..............   The offered certificates will not constitute
                                 "mortgage related securities" for purposes of
                                 the Secondary Mortgage Market Enhancement Act
                                 of 1984, as amended. If your investment
                                 activities are subject to legal investment laws
                                 and regulations, regulatory capital
                                 requirements, or review by regulatory
                                 authorities, then you may be subject to
                                 restrictions on investment in the offered
                                 certificates. You should consult your own legal
                                 advisors for assistance in determining the
                                 suitability of and consequences to you of the
                                 purchase, ownership and sale of the offered
                                 certificates.

                                 See "Legal Investment" in this prospectus
                                 supplement and in the prospectus.

Ratings.......................   The offered certificates will not be issued
                                 unless each of the offered classes receives the
                                 following ratings from Moody's Investors
                                 Service, Inc. and Fitch, Inc.:

                                                           MOODY'S     FITCH
                                                          ---------   ------
                                 Class A-1 ............      Aaa        AAA
                                 Class A-2 ............      Aaa        AAA
                                 Class A-3A1 ..........      Aaa        AAA
                                 Class A-3A2 ..........      Aaa        AAA
                                 Class A-3B ...........      Aaa        AAA
                                 Class A-4 ............      Aaa        AAA
                                 Class A-SB ...........      Aaa        AAA
                                 Class A-M ............      Aaa        AAA
                                 Class A-J ............      Aaa        AAA
                                 Class X-2 ............      Aaa        AAA
                                 Class B ..............      Aa2        AA
                                 Class C ..............      Aa3        AA-
                                 Class D ..............       A2         A

                                 A rating agency may downgrade, qualify or
                                 withdraw a security rating at any time. A
                                 rating agency not requested to rate the
                                 offered certificates may nonetheless issue a
                                 rating and, if one does, it may be lower than
                                 those stated above. The security ratings do
                                 not address the frequency of prepayments
                                 (whether voluntary or involuntary) of mortgage
                                 loans, the degree to which prepayments might
                                 differ from those originally anticipated, the
                                 likelihood of collection of excess interest,
                                 default interest or yield maintenance charges,
                                 or the tax treatment of the certificates.
                                 Also, the security ratings do not represent
                                 any assessment of the


                                      S-28


                                 yield to maturity that investors may
                                 experience or the possibility that the Class
                                 X-2 certificateholders might not fully recover
                                 their investments in the event of rapid
                                 prepayments of the mortgage loans (including
                                 both voluntary and involuntary prepayments).
                                 In addition, ratings adjustments may result
                                 from a change in the financial position of the
                                 trustee or the fiscal agent as back-up
                                 liquidity providers. See "Yield and Maturity
                                 Considerations," "Risk Factors" and
                                 "Description of the Certificates--Advances" in
                                 this prospectus supplement and "Yield and
                                 Maturity Considerations" in the prospectus.

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

                                      S-29


                                 RISK FACTORS

     You should carefully consider the following risks before making an
investment decision. In particular, distributions on your certificates will
depend on payments received on, and other recoveries with respect to the
mortgage loans. Therefore, you should carefully consider the risk factors
relating to the mortgage loans and the mortgaged properties.

     The risks and uncertainties described below are not the only ones relating
to your certificates. Additional risks and uncertainties not presently known to
us or that we currently deem immaterial may also impair your investment.

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

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

GEOGRAPHIC CONCENTRATION ENTAILS RISKS

     Mortgaged properties located in California, Florida, Virginia, Texas and
New York secure mortgage loans representing approximately 16.4%, 9.7%, 9.4%,
8.1% and 7.6%, respectively, by allocated loan amount of the aggregate
principal balance of the pool of mortgage loans as of the cut-off date.

     With respect to the mortgaged properties located in California, 20 of the
mortgaged properties securing mortgage loans representing approximately 12.9%
of the aggregate principal balance of the pool of mortgage loans as of the
cut-off date by allocated loan amount are in southern California, and 7 of the
mortgaged properties securing mortgage loans representing approximately 3.6% of
the aggregate principal balance of the pool of mortgage loans as of the cut-off
date by allocated loan amount are in northern California. For purposes of
determining whether a mortgaged property is in northern California or southern
California, mortgaged properties located north of San Luis Obispo County, Kern
County and San Bernardino County are included in northern California and
mortgaged properties located in or south of those counties are included in
southern California.

     Concentrations of mortgaged properties in geographic areas may increase
the risk that adverse economic or other developments or natural disasters
affecting a particular region of the country could increase the frequency and
severity of losses on mortgage loans secured by those properties. In recent
periods, several regions of the United States have experienced significant real
estate downturns. Regional economic declines or conditions in regional real
estate markets could adversely affect the income from, and market value of, the
mortgaged properties. Other regional factors--e.g., earthquakes, floods, forest
fires or hurricanes or changes in governmental rules or fiscal policies--also
may adversely affect the mortgaged properties. For example, mortgaged
properties located in California or Florida may be more susceptible to certain
hazards (such as earthquakes or hurricanes) than mortgaged properties in other
parts of the country.

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

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


                                      S-30


     With respect to shopping patterns, attacks in the United States, incidents
of terrorism occurring outside the United States and the military conflicts in
Iraq and elsewhere may continue to significantly reduce air travel throughout
the United States, and, therefore, continue to have a negative effect on
revenues in areas heavily dependent on tourism. The decrease in air travel may
have a negative effect on certain of the mortgaged properties located in areas
heavily dependent on tourism, which could reduce the ability of the affected
mortgaged properties to generate cash flow.

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

RISKS RELATING TO MORTGAGE LOAN CONCENTRATIONS

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

     o The largest mortgage loan represents approximately 4.6% of the aggregate
       principal balance of the pool of mortgage loans as of the cut-off date.

     o The 3 largest mortgage loans represent, in the aggregate, approximately
       11.5% of the aggregate principal balance of the pool of mortgage loans as
       of the cut-off date.

     o The 10 largest mortgage loans represent, in the aggregate, approximately
       23.5% of the aggregate principal balance of the pool of mortgage loans as
       of the cut-off date.

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

     Each of the other mortgage loans represents no more than 1.3% of the
aggregate principal balance of the pool of mortgage loans as of the cut-off
date.

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

                PROPERTY TYPE CONCENTRATIONS GREATER THAN 5%(1)

<TABLE>

                         NUMBER OF MORTGAGED     AGGREGATE PRINCIPAL BALANCE
    PROPERTY TYPE             PROPERTIES              OF MORTGAGE LOANS         % OF INITIAL POOL BALANCE
- ---------------------   ---------------------   ----------------------------   --------------------------

Retail ..............            81                     $984,804,300                       45.4%
Office ..............            53                     $599,511,101                       27.7%
Multifamily .........            38                     $300,987,098                       13.9%
Hotel ...............             5                     $125,016,410                        5.8%
</TABLE>

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

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

    o 15 groups of mortgage loans have borrowers related to each other, but no
      group of mortgage loans having borrowers that are related to each other
      represents more than approximately 8.6% of the aggregate principal
      balance of the pool of mortgage loans as of the cut-off date. Mortgage
      loans with related borrowers are identified under "Related Borrower" on
      Annex A-1 to this prospectus supplement.


                                      S-31


     o 6 groups of mortgage loans (comprised of 16 mortgage loans), are
       cross-collateralized and cross-defaulted, and represent, in the
       aggregate, approximately 5.8% of the aggregate principal balance of the
       pool of mortgage loans as of the cut-off date. See "--Risks Relating to
       Enforceability of Cross-Collateralization" below.

     o 4 mortgage loans representing approximately 5.4% of the aggregate
       principal balance of the pool of mortgage loans as of the cut-off date
       are secured by more than one mortgaged property.

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

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

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

RISKS RELATING TO ENFORCEABILITY OF CROSS-COLLATERALIZATION

     As described above and in Annex A-1 to this prospectus supplement, the
mortgage loans in 6 groups of mortgage loans (comprised of 16 mortgage loans
representing approximately 5.8% of the aggregate principal balance of the pool
of mortgage loans as of the cut-off date), are cross-collateralized and
cross-defaulted with each other. Cross-collateralization arrangements may be
terminated with respect to such mortgage loan groups in certain circumstances
under the terms of the related mortgage loan documents. Cross-collateralization
arrangements involving more than one borrower could be challenged as fraudulent
conveyances by creditors of the related borrower in an action brought outside a
bankruptcy case or, if the borrower were to become a debtor in a bankruptcy
case, by the borrower's representative.

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

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

     o the borrower did not receive fair consideration or reasonable equivalent
       value when it allowed its mortgaged property or properties to be
       encumbered by a lien securing the entire indebtedness.

     Among other things, a legal challenge to the granting of the liens may
focus on the benefits realized by that borrower from the respective mortgage
loan proceeds, as well as the overall cross-collateralization. If a court were
to conclude that the granting of the liens was an avoidable fraudulent
conveyance, that court could:

     o subordinate all or part of the pertinent mortgage loan to existing or
       future indebtedness of that borrower;

     o recover payments made under that mortgage loan; or

     o take other actions detrimental to the holders of the certificates,
       including, under certain circumstances, invalidating the mortgage loan or
       the mortgages securing the cross-collateralization.

THE BORROWER'S FORM OF ENTITY MAY CAUSE SPECIAL RISKS

     Most of the borrowers are legal entities rather than individuals. Mortgage
loans made to legal entities may entail risks of loss greater than those of
mortgage loans made to individuals.


                                      S-32


For example, a legal entity, as opposed to an individual, may be more inclined
to seek legal protection from its creditors under the bankruptcy laws. Unlike
individuals involved in bankruptcies, most of the entities generally, but not
in all cases, do not have personal assets and creditworthiness at stake. The
terms of the mortgage loans generally, but not in all cases, require that the
borrowers covenant to be single-purpose entities, although in many cases the
borrowers are not required to observe all covenants and conditions that
typically are required in order for them to be viewed under standard rating
agency criteria as "special purpose entities." In general, but not in all
cases, borrowers' organizational documents or the terms of the mortgage loans
limit their activities to the ownership of only the related mortgaged property
or properties and limit the borrowers' ability to incur additional
indebtedness. These provisions are designed to mitigate the possibility that
the borrowers' financial condition would be adversely impacted by factors
unrelated to the mortgaged property and the mortgage loan in the pool. However,
we cannot assure you that the related borrowers will comply with these
requirements. The borrowers with respect to 5 mortgage loans, representing
approximately 1.0% of the aggregate principal balance of the pool of mortgage
loans as of the cut-off date, are not required to be single-purpose entities.
See "Certain Legal Aspects of Mortgage Loans-- Bankruptcy Laws" in the
prospectus. Also, although a borrower may currently be a single purpose entity,
that borrower may have previously owned property other than the related
mortgaged property and may not have observed all covenants that typically are
required to consider a borrower a "single purpose entity." The bankruptcy of a
borrower, or a general partner or managing member of a borrower, may impair the
ability of the lender to enforce its rights and remedies under the related
mortgage. Borrowers that are not special purpose entities structured to limit
the possibility of becoming insolvent or bankrupt, may be more likely to become
insolvent or the subject of a voluntary or involuntary bankruptcy proceeding
because the borrowers may be:

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

     o individuals that have personal liabilities unrelated to the property.

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

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

     With respect to a number of mortgage loans, the related borrowers own the
related mortgaged property as tenants in common, including, among other
mortgage loans, the mortgage loans identified as Loan Nos. 8, 13, 29, 32, 48,
51, 60, 79, 98, 138, 146, 170, 181 and 189 on Annex A-1 to this prospectus
supplement, representing approximately 7.7% of the aggregate principal balance
of the pool of mortgage loans as of the cut-off date. In addition, certain
mortgage loans may permit the future sale of tenant in common interests in the
related mortgaged property. See "Description of the Mortgage Pool--Top Ten
Mortgage Loans" in this prospectus supplement. As a result, if a borrower
exercises its right of partition, the related mortgage loan may be subject to
prepayment. The bankruptcy, dissolution or action for partition by one or more
of the tenants in common could result in an early repayment of the related
mortgage loan, significant delay in recovery against the tenant-in-common
borrowers, particularly if the tenant-in-common borrowers file for bankruptcy
separately or in series (because each time a tenant-in-common borrower files
for bankruptcy, the bankruptcy court stay


                                      S-33


will be reinstated), a material impairment in property management and a
substantial decrease in the amount recoverable upon the related mortgage loan.
Not all tenants-in-common for the mortgage loans are special purpose entities.

ABILITY TO INCUR OTHER BORROWINGS ENTAILS RISK

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

     Additionally, if a borrower (or its constituent members) defaults on its
mortgage loan and/or any other loan, actions taken by other lenders such as a
foreclosure or an involuntary petition for bankruptcy against the borrower
could impair the security available to the trust, including the mortgaged
property, or stay the trust's ability to foreclose during the course of the
bankruptcy case. The bankruptcy of another lender also may operate to stay
foreclosure by the trust. The trust may also be subject to the costs and
administrative burdens of involvement in foreclosure or bankruptcy proceedings
or related litigation.

     In this regard, the mortgage loans generally prohibit borrowers from
incurring any additional debt secured by their mortgaged property without the
consent of the lender. However, the Universal Hotel Portfolio loan is a senior
loan in a split loan structure with the Universal Hotel Portfolio companion
notes (pari passu with the Universal Hotel Portfolio loan) and the Universal
Hotel Portfolio B note. Each of these notes is secured by a single mortgage
instrument on the related mortgaged property. The Universal Hotel Portfolio
companion notes will not be included as assets of the trust fund. See
"Description of the Mortgage Pool--The Universal Hotel Portfolio Whole Loan" in
this prospectus supplement. No investigations, searches or inquiries to
determine the existence or status of any subordinate secured financing with
respect to any of the mortgaged properties have been made at any time since
origination of the related mortgage loan. We cannot assure you that any of the
borrowers have complied with the restrictions on indebtedness in the related
mortgage loan documents.

     In addition to the Universal Hotel Portfolio loan, 6 mortgage loans
(referred to in this prospectus supplement as the AB mortgage loans) are each
evidenced by the senior of two notes secured by a single mortgage on the
related mortgaged property and a single assignment of a lease, with the
subordinate companion loan not being part of the trust fund. The AB mortgage
loans are each secured by the mortgaged properties identified on Annex A-1 to
this prospectus supplement as 6495, 6565, 6517, 6515, 6523, 6501 and 6519 Taft
Street Portfolio, Olympic Towers, North Market Place, Fairway Park Manor, 6363
and 6365 Taft Street Portfolio and Oakwood Manor Apartments, representing
approximately 1.6% of the aggregate principal balance of the pool of mortgage
loans as of the cut-off date. In each case, the senior loan in the related
mortgage loan pair is an AB mortgage loan, which is included in the trust. The
second loan in each case is a subordinate companion loan and is not included in
the trust. However, the subordinate companion loans will be serviced under the
pooling and servicing agreement, subject to the related intercreditor
agreement. The holder of each subordinate companion loan will have the right to
purchase the related AB mortgage loan under certain limited circumstances. In
addition, the holders of certain of the subordinate companion loans will have
the right to approve certain modifications to the related senior loans under
certain circumstances. In exercising such rights, the holder of the subordinate
companion loan does not have any obligation to consider the interests of, or
the impact of such exercise on, the trust or the certificates. See "Description
of the Mortgage Pool--Additional Debt--AB Mortgage Loans" in this prospectus
supplement.


                                      S-34


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

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

     o the risk that it may be more difficult for the related borrower to
       refinance the Universal Hotel Portfolio loan or the related AB mortgage
       loan or to sell the mortgaged property for purposes of making any balloon
       payment on the entire balance of both the senior obligations (including
       pari passu obligations, as applicable) and the subordinate obligations
       upon the maturity of the Universal Hotel Portfolio loan or the related AB
       mortgage loan.

     See "Description of the Mortgage Pool--General," "--Additional Debt" and
"--AB Mortgage Loan Pairs" in this prospectus supplement and "Certain Legal
Aspects of Mortgage Loans--Subordinate Financing" in the prospectus.

     As of the cut-off date, the applicable mortgage loan sellers have informed
us that they are aware of certain permitted secured debt and provisions in the
mortgage loan documents with respect certain of the mortgage loans that allow
the related borrower to incur additional debt that is secured by the related
mortgaged property in the future. The mortgage loan documents with respect to 2
mortgage loans, representing approximately 0.8% of the aggregate principal
balance of the pool of mortgage loans as of the cut-off date specifically
permit the incurrence of secured subordinate debt under certain circumstances.
In addition, substantially all of the mortgage loans permit the related
borrower to incur limited indebtedness in the ordinary course of business that
is not secured by the related mortgaged property. In addition, the borrowers
under certain of the mortgage loans have incurred and/or may incur in the
future unsecured debt other than in the ordinary course of business. See
"Description of the Mortgage Pool--Additional Debt--Unsecured Subordinate
Indebtedness" in this prospectus supplement. Moreover, in general, any borrower
that does not meet single-purpose entity criteria may not be restricted from
incurring unsecured debt or debt secured by other property of the borrower. See
"Description of the Mortgage Pool--Additional Debt" in this prospectus
supplement.

     Additionally, the terms of certain mortgage loans permit or require the
borrowers to post letters of credit and/or surety bonds for the benefit of the
related mortgage loan, which may constitute a contingent reimbursement
obligation of the related borrower or an affiliate. The issuing bank or surety
will not typically agree to subordination and standstill protection benefiting
the mortgagee.

     The mortgage loan documents generally place certain restrictions on the
transfer and/or pledge of general partnership and managing member equity
interests in a borrower such as specific percentage or control limitations. The
terms of the mortgage loans generally permit, subject to certain limitations,
the transfer or pledge of less than a controlling portion of the limited
partnership or non-managing member equity or other interests in a borrower.
Certain of the mortgage loans do not restrict the pledging of ownership
interests in the related borrower, but do restrict the transfer of ownership
interests in the related borrower by imposing a specific percentage or control
limitation or requiring the consent of the mortgagee to any such transfer.
Moreover, in general, mortgage loans with borrowers that do not meet
single-purpose entity criteria may not restrict in any way the incurrence by
the relevant borrower of mezzanine debt. See "--The Borrower's Form of Entity
May Cause Special Risks" above. Certain of the mortgage loans permit mezzanine
debt, secured by pledges of ownership interests in the borrower, in the future
subject to criteria set forth in the mortgage loan documents.


                                      S-35


     o With respect to 2 mortgage loans (identified as Loan Nos. 7 and 77 on
       Annex A-1 to this prospectus supplement), representing approximately 2.2%
       of the aggregate principal balance of the pool of mortgage loans as of
       the cut-off date, the ownership interests of the direct or indirect
       owners of the related borrower have been pledged as security for
       mezzanine debt, subject to the terms of an intercreditor agreement or a
       subordination and standstill agreement.

     o In the case of 16 mortgage loans (identified as Loan Nos. 1, 2, 13, 14,
       18, 23, 25, 29, 49, 55, 73, 85, 99, 113, 120 and 140 on Annex A-1 to this
       prospectus supplement), representing approximately 17.6% of the aggregate
       principal balance of the pool of mortgage loans as of the cut-off date,
       the owners of the related borrowers are permitted to pledge their
       ownership interests in the borrowers as collateral for mezzanine debt
       under certain circumstances.

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

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

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

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

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

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

     o the prevailing interest rates;

     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;

                                      S-36


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

     o reductions in applicable government assistance/rent subsidy programs;

     o the tax laws; and

     o the prevailing general and regional economic conditions.

     189 of the mortgage loans, representing approximately 98.6% of the
aggregate principal balance of the pool of mortgage loans as of the cut-off
date, are expected to have substantial remaining principal balances as of their
respective anticipated repayment dates or stated maturity dates. This includes
74 mortgage loans, representing approximately 47.5% of the aggregate principal
balance of the pool of mortgage loans as of the cut-off date, all of which pay
interest-only for the first 6 to 60 months of their respective terms and 22
mortgage loans, representing approximately 22.7% of the aggregate principal
balance of the pool of mortgage loans as of the cut-off date, which are
interest-only until their respective maturity dates.

     137 of the mortgage loans, representing approximately 62.4% of the
aggregate principal balance of the pool of mortgage loans as of the cut-off
date, mature or have an anticipated repayment date in the year 2015.

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

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

COMMERCIAL AND MULTIFAMILY LENDING IS DEPENDENT UPON NET OPERATING INCOME

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

     The repayment of a commercial or multifamily loan is typically dependent
upon the ability of the related mortgaged property to produce cash flow through
the collection of rents. Even the liquidation value of a commercial property is
determined, in substantial part, by the capitalization of the property's cash
flow. However, net operating income can be volatile and may be insufficient to
cover debt service on the mortgage loan at any given time.

     The net operating incomes and property values of the mortgaged properties
may be adversely affected by a large number of factors. Some of these factors
relate to the properties themselves, such as:

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

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

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

     o the proximity and attractiveness of competing properties;

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

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

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

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

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

                                      S-37


     o an increase in vacancy rates; and

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

     Other factors are more general in nature, such as:

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

     o local real estate conditions, such as an oversupply of competing
       properties, retail space, office space or multifamily housing or hotel
       capacity;

     o demographic factors;

     o consumer confidence;

     o consumer tastes and preferences;

     o retroactive changes in building codes;

     o changes or continued weakness in specific industry segments; and

     o the public perception of safety for customers and clients.

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

     o the length of tenant leases;

     o the creditworthiness of tenants;

     o tenant defaults;

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

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

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

TENANT CONCENTRATION ENTAILS RISK

     A deterioration in the financial condition of a tenant can be particularly
significant if a mortgaged property is wholly or significantly owner-occupied
or leased to a single tenant or if any tenant makes up a significant portion of
the rental income. Mortgaged properties that are wholly or significantly
owner-occupied or that are leased to a single tenant or tenants that make up a
significant portion of the rental income also are more susceptible to
interruptions of cash flow if the owner-occupier's business operations are
negatively impacted or if such a tenant or tenants fail to renew their leases.
This is so because the financial effect of the absence of operating income or
rental income may be severe; more time may be required to re-lease the space;
and substantial capital costs may be incurred to make the space appropriate for
replacement tenants. In this respect, 25 mortgaged properties secure
approximately 11.8% of the aggregate principal balance of the pool of mortgage
loans as of the cut-off date that are wholly or significantly owner-occupied or
that are leased to a single tenant. With respect to certain of these mortgage
loans that are leased to a single tenant, leases at the mortgaged properties
will expire prior to, or soon after, the maturity dates of the mortgage loans.
The underwriting of the single-tenant mortgage loans is based primarily upon
the monthly rental payments due from the tenant under the lease of the related
mortgaged property. Where the primary lease term expires before the scheduled
maturity date of the related mortgage loan, the mortgage loan sellers


                                      S-38


considered the incentives for the primary tenant to re-lease the premises and
the anticipated rental value of the premises at the end of the primary lease
term. We cannot assure you that the tenant with respect to each of those
mortgaged properties will re-lease the premises or that the premises will be
relet to another tenant or that the space will be relet at the same rent per
square foot during the term of, or at the expiration of, the primary lease
term, or that the related mortgaged property will not suffer adverse economic
consequences in this regard. Additionally, the underwriting of certain of these
mortgage loans leased to single tenants may have taken into account the
creditworthiness of the tenants under the related leases and consequently may
have higher loan-to-value ratios and lower debt service coverage ratios than
other types of mortgage loans.

     Retail and office properties also may be adversely affected if there is a
concentration of particular tenants among the mortgaged properties or of
tenants in a particular business or industry. In this regard, see "--Retail
Properties Have Special Risks" below.

CERTAIN ADDITIONAL RISKS RELATING TO TENANTS

     The income from, and market value of, the mortgaged properties leased to
various tenants would be adversely affected if:

     o space in the mortgaged properties could not be leased or re-leased;

     o leasing or re-leasing is restricted by exclusive rights of tenants to
       lease the mortgaged properties or other covenants not to lease space for
       certain uses or activities, or covenants limiting the types of tenants
       to which space may be leased;

     o substantial re-leasing costs were required and/or the cost of performing
       landlord obligations under existing leases materially increased;

     o tenants were unwilling or unable to meet their lease obligations;

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

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

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

     Repayment of the mortgage loans secured by retail, office and industrial
properties will be affected by the expiration of leases and the ability of the
respective borrowers to renew the leases or relet the space on comparable terms
and on a timely basis. Certain of the mortgaged properties may be leased in
whole or in part by government-sponsored tenants who have the right to rent
reductions or to cancel their leases at any time or for lack of appropriations.
Certain of the mortgaged properties may have tenants that sublet a portion of
their space or may intend to sublet out a portion of their space in the future.
Additionally, mortgaged properties may have concentrations of leases expiring
at varying rates in varying percentages including single-tenant mortgaged
properties, during the term of the related mortgage loans.

     The mortgaged properties related to many of the mortgage loans will
experience substantial (50% of gross leasable area or more) lease rollover
prior to the maturity date, and in many cases relatively near, or soon after,
the maturity dates of the mortgage loans, including certain of the mortgage
loans described under "Description of the Mortgage Pool--Top Ten Mortgage
Loans" in this prospectus supplement. With respect to the mortgage loans
described above and certain other mortgage loans in the trust, many of the
related loan documents require tenant improvement and leasing commission
reserves (including trapping excess cash flow after notice of lease
termination), and in many cases, the leases contain lessee extension options
extending the term of such leases for several years. However, there can be no
assurance that any such lease extensions will be exercised or that the amount
of any such reserves will be adequate to mitigate the lack of rental income
associated with these rollovers.

     In addition, certain properties may have tenants that are paying rent but
are not in occupancy or may have vacant space that is not leased, and in
certain cases, the occupancy


                                      S-39


percentage could be less than 80%. Any such "dark" space may cause the property
to be less desirable to other potential tenants and the related tenant may be
more likely to default in its obligations under the lease. We cannot assure you
that those tenants will continue to fulfill their lease obligations or that the
space will be relet. Additionally, certain tenants may have a right to a rent
abatement or the right to cancel their lease if certain major tenants at the
mortgaged property vacate or go dark.

     Even if vacated space is successfully relet, the costs associated with
reletting, including tenant improvements and leasing commissions, could be
substantial and could reduce cash flow from the mortgaged properties. Moreover,
if a tenant defaults in its obligations to a borrower, the borrower may incur
substantial costs and experience significant delays associated with enforcing
its rights and protecting its investment, including costs incurred in
renovating and reletting the related mortgaged property.

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

     With respect to certain of the mortgage loans, the related borrower has
given to certain tenants or others an option to purchase, a right of first
refusal or a right of first offer to purchase all or a portion of the mortgaged
property in the event a sale is contemplated, and such right is not subordinate
to the related mortgage. This may impede the mortgagee's ability to sell the
related mortgaged property at foreclosure, or, upon foreclosure, this may
affect the value and/or marketability of the related mortgaged property.
Additionally, the exercise of a purchase option may result in the related
mortgage loan being prepaid during a period when voluntary prepayments are
otherwise prohibited.

     Additionally, certain tenants may have a right to a rent abatement or the
right to cancel their lease if certain major tenants at the mortgaged property
vacate or go dark.

MORTGAGED PROPERTIES LEASED TO MULTIPLE TENANTS ALSO HAVE RISKS

     If a mortgaged property has multiple tenants, re-leasing expenditures may
be more frequent than in the case of mortgaged properties with fewer tenants,
thereby reducing the cash flow available for debt service payments.
Multi-tenant mortgaged properties also may experience higher continuing vacancy
rates and greater volatility in rental income and expenses.

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

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

TENANT BANKRUPTCY ENTAILS RISKS

     The bankruptcy or insolvency of a major tenant, or a number of smaller
tenants, in retail, office and industrial properties may adversely affect the
income produced by a mortgaged property. Under the federal bankruptcy code a
tenant has the option of assuming or rejecting any unexpired lease. If the
tenant rejects the lease, the landlord's claim for breach of the lease would be
a general unsecured claim against the tenant (absent collateral securing the
claim). The


                                      S-40


claim would be limited to the unpaid rent reserved under the lease for the
periods prior to the bankruptcy petition (or earlier surrender of the leased
premises) that are unrelated to the rejection, plus the greater of one year's
rent or 15% of the remaining reserved rent (but not more than three years'
rent).

MORTGAGE LOANS ARE NONRECOURSE AND ARE NOT INSURED OR GUARANTEED

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

     Investors should treat each mortgage loan as a nonrecourse loan. If a
default occurs, recourse generally may be had only against the specific
properties and other assets that have been pledged to secure the mortgage loan.
Consequently, payment prior to maturity is dependent primarily on the
sufficiency of the net operating income of the mortgaged property. Payment at
maturity is primarily dependent upon the market value of the mortgaged property
or the borrower's ability to refinance the mortgaged property for an amount
sufficient to repay the mortgage loan.

RETAIL PROPERTIES HAVE SPECIAL RISKS

     Retail properties secure 80 mortgage loans representing approximately
45.8% of the aggregate principal balance of the pool of mortgage loans as of
the cut-off date by allocated loan amount. In addition, 5 mortgage loans
representing approximately 1.3% of the aggregate principal balance of the pool
of mortgage loans as of the cut-off date are secured by 5 properties consisting
of both office and retail properties. In addition, 1 mortgage loan representing
approximately 0.4% of the aggregate principal balance of the pool of mortgage
loans as of the cut-off date is secured by 1 property consisting of both
multifamily and retail properties.

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

     The presence or absence of an "anchor tenant" or a "shadow anchor" in or
near a shopping center also can be important because anchors play a key role in
generating customer traffic and making a shopping center desirable for other
tenants. An "anchor tenant" is usually proportionately larger in size than most
other tenants in the mortgaged property, is vital in attracting customers to a
retail property and is located on or adjacent to the related mortgaged
property. A "shadow anchor" is usually proportionally larger in size than most
tenants in the mortgaged property, is important in attracting customers to a
retail property and is located sufficiently close and convenient to the
mortgaged property, but not on the mortgaged property, so as to influence and
attract potential customers. The economic performance of an anchored or shadow
anchored retail property will consequently be adversely affected by:

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

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

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

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

     51 of the mortgaged properties, securing mortgage loans representing
approximately 36.9% of the aggregate principal balance of the pool of mortgage
loans as of the cut-off date, are retail properties that are considered by the
applicable mortgage loan seller to have an "anchor tenant." 9 of the mortgaged
properties, securing mortgage loans representing approximately


                                      S-41


3.5% of the aggregate principal balance of the pool of mortgage loans as of the
cut-off date, are retail properties that are considered by the applicable
mortgage loan seller to be "shadow anchored." 20 of the mortgaged properties,
securing mortgage loans representing approximately 4.7% of the aggregate
principal balance of the pool of mortgage loans as of the cut-off date, are
retail properties that are considered by the applicable mortgage loan seller to
be "unanchored."

     If anchor stores in a mortgaged property were to close, the related
borrower may be unable to replace those anchors in a timely manner or without
suffering adverse economic consequences. Certain of the tenants or anchor
stores of the retail properties may have co-tenancy clauses and/or operating
covenants in their leases or operating agreements that permit those tenants or
anchor stores to cease operating under certain conditions, including, without
limitation, certain other stores not being open for business at the mortgaged
property or a subject store not meeting the minimum sales requirement under its
lease, thereby leaving its space unoccupied even though it continues to own or
pay rent on the vacant or dark space. In addition, in the event that a "shadow
anchor" fails to renew its lease, terminates its lease or otherwise ceases to
conduct business within a close proximity to the mortgaged property, customer
traffic at the mortgaged property may be substantially reduced. We cannot
assure you that such space will be occupied or that the related mortgaged
property will not suffer adverse economic consequences. In this regard, see
"--Tenant Bankruptcy Entails Risks" and "--Certain Additional Risks Relating to
Tenants" above.

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

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

     Certain of the retail properties have theaters as part of the mortgaged
property. These retail properties are exposed to certain unique risks. For
example, decreasing attendance at a theater property could adversely affect
revenue of a theater which may, in turn, cause the tenant to experience
financial difficulties. In addition, because of the unique construction
requirements of theaters, any vacant theater space would not easily be
converted to other uses.

     Certain of the retail properties have health clubs as part of the
mortgaged property. Several factors may adversely affect the value and
successful operation of a health club, including:

     o the physical attributes of the health club (e.g., its age, appearance
       and layout);

     o the reputation, safety, convenience and attractiveness of the property
       to users;

     o the quality and philosophy of management;

     o management's ability to control membership growth and attrition;

     o competition in the tenant's marketplace from other health clubs and
       alternatives to health clubs; or

     o adverse changes in economic and social conditions and demographic
       changes (e.g., population decreases or changes in average age or
       income), which may result in decreased demand.

     In addition, there may be significant costs associated with changing
consumer preferences (e.g., multi-purpose clubs from single purpose clubs or
varieties of equipment, classes, services and amenities). In addition, health
clubs may not be readily convertible to alternative uses if those properties
were to become unprofitable for any reason. The liquidation value of any such


                                      S-42


health club consequently may be less than would be the case if the property
were readily adaptable to changing consumer preferences for other uses.

OFFICE PROPERTIES HAVE SPECIAL RISKS

     Office properties secure 48 mortgage loans representing approximately
27.7% of the aggregate principal balance of the pool of mortgage loans as of
the cut-off date by allocated loan amount. In addition, 5 mortgage loans
representing approximately 1.3% of the aggregate principal balance of the pool
of mortgage loans as of the cut-off date are secured by 5 properties consisting
of both office and retail properties.

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

     o the quality of an office building's tenants;

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

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

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

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

     o the desirability of the area as a business location;

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

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

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

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

MULTIFAMILY PROPERTIES HAVE SPECIAL RISKS

     Multifamily properties secure 37 mortgage loans representing approximately
13.9% of the aggregate principal balance of the pool of mortgage loans as of
the cut-off date by allocated loan amount. In addition, 1 mortgage loan
representing approximately 0.4% of the aggregate principal balance of the pool
of mortgage loans as of the cut-off date is secured by 1 property consisting of
both multifamily and retail properties. A large number of factors may adversely
affect the value and successful operation of a multifamily property, including:

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

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

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

     o the types of services or amenities that the property provides;

                                      S-43


     o the property's reputation;

     o the level of mortgage interest rates, which may encourage tenants to
       purchase rather than lease housing;

     o the presence of competing properties;

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

     o in the case of student housing facilities (identified as Loan Nos. 105
       and 109 on Annex A-1 to this prospectus supplement), which may be more
       susceptible to damage or wear and tear than other types of multifamily
       housing, the reliance on the financial well-being of the college or
       university to which it relates, competition from on-campus housing units,
       which may adversely affect occupancy, the physical layout of the housing,
       which may not be readily convertible to traditional multifamily use, and
       that student tenants have a higher turnover rate than other types of
       multifamily tenants, which in certain cases is compounded by the fact
       that student leases are available for periods of less than 12 months;

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

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

     o state and local regulations, which may affect the building owner's
       ability to increase rent to market rent for an equivalent apartment; and

     o government assistance/rent subsidy programs.

     Certain states regulate the relationship of an owner and its tenants.
Commonly, these laws require a written lease, good cause for eviction,
disclosure of fees, and notification to residents of changed land use, while
prohibiting unreasonable rules, retaliatory evictions, and restrictions on a
resident's choice of unit vendors. Apartment building owners have been the
subject of suits under state "Unfair and Deceptive Practices Acts" and other
general consumer protection statutes for coercive, abusive or unconscionable
leasing and sales practices. A few states offer more significant protection.
For example, there are provisions that limit the bases on which a landlord may
terminate a tenancy or increase its rent or prohibit a landlord from
terminating a tenancy solely by reason of the sale of the owner's building.

     In addition to state regulation of the landlord-tenant relationship,
numerous counties and municipalities impose rent control on apartment
buildings. These ordinances may limit rent increases to fixed percentages, to
percentages of increases in the consumer price index, to increases set or
approved by a governmental agency, or to increases determined through mediation
or binding arbitration. Any limitations on a borrower's ability to raise
property rents may impair such borrower's ability to repay its multifamily loan
from its net operating income or the proceeds of a sale or refinancing of the
related multifamily property.

     3 of the mortgaged properties, securing 2 mortgage loans representing
approximately 0.4% of the aggregate principal balance of the pool of mortgage
loans as of the cut-off date, are eligible (or may become eligible in the
future) for and have received low-income or affordable housing tax credits or
other similar governmental benefits pursuant to Section 42 of the Internal
Revenue Code in respect of various units within the mortgaged property or have
tenants that rely on rent subsidies under various government-funded programs,
including the Section 8 Tenant-Based Assistance Rental Certificate Program of
the United States Department of Housing and Urban Development. Certain of the
mortgage loans are secured by, or may be secured in the


                                      S-44


future by, mortgaged properties that are subject to certain affordable housing
covenants, in respect of various units within such mortgaged properties. With
respect to certain of the mortgage loans, the borrower may receive subsidies or
other assistance from government programs. Generally, the mortgaged property
must satisfy certain requirements, the borrower must observe certain leasing
practices and/or the tenant(s) must regularly meet certain income requirements
or the borrower or mortgaged property must have certain other characteristics
consistent with the government policy. We can give you no assurance that such
programs will be continued in their present form during the terms of the
related mortgage loans, that the borrower will continue to comply with the
requirements of the programs to enable the borrower or investors in such
borrower to receive the subsidies or assistance in the future or for the
borrower to continue to receive their tax benefits, or that the level of
assistance provided will be sufficient to generate enough revenues for the
related borrower to meet its obligations under the related mortgage loans. See
"Description of the Mortgage Pool--Assistance Programs" in this prospectus
supplement.

     Certain of the mortgage loans are secured or may be secured in the future
by mortgaged properties that are subject to certain affordable housing
covenants, in respect of various units within the mortgaged properties.

INDUSTRIAL PROPERTIES HAVE SPECIAL RISKS

     Industrial properties secure 11 of the mortgage loans representing
approximately 3.6% of the aggregate principal balance of the pool of mortgage
loans as of the cut-off date by allocated loan amount. In addition, 1 mortgage
loan representing approximately 0.5% of the aggregate principal balance of the
pool of mortgage loans as of the cut-off date is secured by 1 property
consisting of both self storage and industrial properties. Significant factors
determining the value of industrial properties are:

     o the quality of tenants;

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

     o property becoming functionally obsolete;

     o building design and adaptability;

     o unavailability of labor sources;

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

     o changes in proximity of supply sources;

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

     o the location of the property.

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

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

     Aspects of building site design and adaptability affect the value of an
industrial property. Site characteristics that are generally desirable to a
warehouse/industrial property include high


                                      S-45


clear ceiling heights, wide column spacing, a large number of bays (loading
docks) and large bay depths, divisibility, a layout that can accommodate large
truck minimum turning radii and overall functionality and accessibility.

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

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

MANUFACTURED HOUSING COMMUNITY PROPERTIES HAVE SPECIAL RISKS

     Manufactured housing community properties secure 2 mortgage loans
representing approximately 0.3% of the aggregate principal balance of the pool
of mortgage loans as of the cut-off date by allocated loan amount.

     Mortgage loans secured by liens on manufactured housing community
properties pose risks not associated with mortgage loans secured by liens on
other types of income-producing real estate. The successful operation of a
manufactured housing community property may depend upon the number of other
competing residential developments in the local market, such as:

     o other manufactured housing community properties;

     o apartment buildings; and

     o site-built single family homes.

     Other factors may also include:

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

     o location of the manufactured housing community property;

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

     o the types of services or amenities it provides;

     o the property's reputation; and

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

     The manufactured housing community properties are "special purpose"
properties that could not be readily converted to general residential, retail
or office use. Thus, if the operation of any of the manufactured housing
community properties becomes unprofitable due to competition, age of the
improvements or other factors such that the borrower becomes unable to meet its
obligations on the related mortgage loan, the liquidation value of that
manufactured housing community property may be substantially less, relative to
the amount owing on the related mortgage loan, than would be the case if the
manufactured housing community property were readily adaptable to other uses.

     Some manufactured housing community properties are either recreational
vehicle resorts or have a significant portion of the properties intended for
short-term recreational vehicle hook-ups, and tenancy of these communities may
vary significantly by season. This seasonality may cause periodic fluctuations
in revenues, tenancy levels, rental rates and operating expenses for these
properties.

HOTEL PROPERTIES HAVE SPECIAL RISKS

     Hotel properties secure 3 mortgage loans representing approximately 5.8%
of the aggregate principal balance of the pool of mortgage loans as of the
cut-off date by allocated loan amount.


                                      S-46


     Various factors may adversely affect the economic performance of a hotel,
including:

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

     o the construction of competing hotels or resorts;

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

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

     o changes in travel patterns caused by changes in access, energy prices,
       strikes, relocation of highways, the construction of additional
       highways, concerns about travel safety or other factors;

     o management ability of property managers;

     o desirability of particular locations;

     o location, quality and hotel management company affiliation, which affect
       the economic performance of a hotel; and

     o relative illiquidity of hotel investments, which limits the ability of
       the borrowers and property managers to respond to changes in economic or
       other conditions.

     Because hotel rooms generally are rented for short periods of time, the
financial performance of hotels tends to be affected by adverse economic
conditions and competition more quickly than other commercial properties.
Additionally, terrorist attacks in September 2001 and the potential for future
terrorist attacks may have adversely affected the occupancy rates, and
accordingly, the financial performance of hotel properties. See "--Risks to the
Mortgaged Properties Relating to Terrorist Attacks and Foreign Conflicts"
above.

     Moreover, the hotel and lodging industry is generally seasonal in nature
and different seasons affect different hotels depending on type and location.
This seasonality can be expected to cause periodic fluctuations in a hotel
property's room and restaurant revenues, occupancy levels, room rates and
operating expenses.

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

     The liquor licenses for most of the hotel mortgaged properties are held by
affiliates of the borrowers, unaffiliated managers or operating lessees. The
laws and regulations relating to liquor licenses generally prohibit the
transfer of such licenses to any person, or condition such transfer on the
prior approval of the governmental authority that issued the license. In the
event of a foreclosure of a hotel property that holds a liquor license, the
trustee or a purchaser in a foreclosure sale would likely have to apply for a
new license, which might not be granted or might be granted only after a delay
that could be significant. There can be no assurance that a new license could
be obtained promptly or at all. The lack of a liquor license in a full-service
hotel could have an adverse impact on the revenue from the related mortgaged
property or on the hotel's occupancy rate.

RISKS RELATING TO AFFILIATION WITH A FRANCHISE OR HOTEL MANAGEMENT COMPANY

     5 of the hotel properties that secure the mortgage loans are affiliated
with a franchise or hotel management company through a franchise or management
agreement. The performance of a hotel property affiliated with a franchise or
hotel management company depends in part on:

     o the continued existence and financial strength of the franchisor or hotel
       management company;


                                      S-47


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

     o the duration of the franchise licensing or management agreements.

     The continuation of a franchise agreement or management agreement is
subject to specified operating standards and other terms and conditions set
forth in such agreements. The failure of a borrower to maintain such standards
or adhere to other applicable terms and conditions could result in the loss or
cancellation of their rights under the franchise agreement or management
agreement. There can be no assurance that a replacement franchise could be
obtained in the event of termination. In addition, replacement franchises may
require significantly higher fees as well as the investment of capital to bring
the hotel into compliance with the requirements of the replacement franchisor.
Any provision in a franchise agreement or management agreement providing for
termination because of a bankruptcy of a franchisor or manager generally will
not be enforceable.

     The transferability of franchise license agreements is restricted. In the
event of a foreclosure, the lender or its agent would not have the right to use
the franchise license without the franchisor's consent. Conversely, in the case
of certain mortgage loans, the lender may be unable to remove a franchisor or a
hotel management company that it desires to replace following a foreclosure.

SELF STORAGE PROPERTIES HAVE SPECIAL RISKS

     Self storage properties secure 8 mortgage loans representing approximately
1.2% of the aggregate principal balance of the pool of mortgage loans as of the
cut-off date by allocated loan amount. In addition, 1 mortgage loan
representing approximately 0.5% of the aggregate principal balance of the pool
of mortgage loans as of the cut-off date is secured by 1 property consisting of
both self storage and industrial properties.

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

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

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

LACK OF SKILLFUL PROPERTY MANAGEMENT ENTAILS RISKS

     The successful operation of a real estate project depends upon the
property manager's performance and viability. The property manager is
responsible for:

     o responding to changes in the local market;

     o planning and implementing the rental structure;

     o operating the property and providing building services;

     o managing operating expenses; and

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

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


                                      S-48


     We make no representation or warranty as to the skills of any present or
future managers. In many cases, the property manager is the borrower or an
affiliate of the borrower and may not manage properties for non-affiliates.
Additionally, we cannot assure you that the property managers will be in a
financial condition to fulfill their management responsibilities throughout the
terms of their respective management agreements.

SOME MORTGAGED PROPERTIES MAY NOT BE READILY CONVERTIBLE TO ALTERNATIVE USES

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

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

PROPERTY VALUE MAY BE ADVERSELY AFFECTED EVEN WHEN CURRENT OPERATING INCOME IS
NOT

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

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

     o potential environmental legislation or liabilities or other legal
       liabilities;

     o the availability of refinancing; and

     o changes in interest rate levels.

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

     7 mortgage loans, representing approximately 9.1% of the aggregate
principal balance of the pool of mortgage loans as of the cut-off date, are
secured by a first mortgage lien on a leasehold interest on the related
mortgaged property. In addition, 2 mortgage loans, representing approximately
0.9% of the aggregate principal balance of the pool of mortgage loan as of the
cut-off date, are secured by first mortgage liens on both a fee parcel and a
leasehold interest in a separate adjacent parcel.

     Leasehold mortgage loans are subject to certain risks not associated with
mortgage loans secured by a lien on the fee estate of the borrower. The most
significant of these risks is that if the related borrower's leasehold were to
be terminated upon a lease default, the lender would lose its security in the
leasehold interest. Generally, each related ground lease requires the lessor to
give the lender notice of the borrower's defaults under the ground lease and an
opportunity to cure them, permits the leasehold interest to be assigned to the
lender or the purchaser at a foreclosure sale, in some cases only upon the
consent of the lessor, and contains certain other protective provisions
typically included in a "mortgageable" ground lease.

     Upon the bankruptcy of a lessor or a lessee under a ground lease, the
debtor has the right to assume or reject the lease. If a debtor lessor rejects
the lease, the lessee has the right to remain in


                                      S-49


possession of its leased premises for the rent otherwise payable under the
lease for the term of the ground lease (including renewals). If a debtor
lessee/borrower rejects the lease, the leasehold lender could succeed to the
lessee/borrower's position under the lease only if the lessor specifically
grants the lender such right. If both the lessor and the lessee/borrowers are
involved in bankruptcy proceedings, the bankrupt lessee/borrower's right to
refuse to treat a ground lease rejected by a bankrupt lessor as terminated may
not be enforceable. In such circumstances, a ground lease could be terminated
notwithstanding lender protection provisions contained in the ground lease or
in the mortgage.

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

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

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

LIMITATIONS OF APPRAISALS

     Appraisals were obtained with respect to each of the mortgaged properties
at or about the time of the origination or acquisition of the applicable
mortgage loan. In general, appraisals represent the analysis and opinion of
qualified appraisers, but appraisals are not guarantees of present or future
value. One appraiser may reach a different conclusion than the conclusion that
would be reached if a different appraiser were appraising that property.
Moreover, the values of the mortgaged properties may have fluctuated
significantly since the appraisals were performed. Moreover, appraisals seek to
establish the amount a typically motivated buyer would pay a typically
motivated seller and, in certain cases, may have taken into consideration the
purchase price paid by the borrower. That amount could be significantly higher
than the amount obtained from the sale of a mortgaged property under a distress
or liquidation sale. We cannot assure you that the information set forth in
this prospectus supplement regarding appraised values or loan-to-value ratios
accurately reflects past, present or future market values of the mortgaged
properties. Any engineering report, site inspection or appraisal represents
only the analysis of the individual consultant, engineer or inspector preparing
such report at the time of such report, and may not reveal all necessary or
desirable repairs, maintenance and capital improvement items.


                                      S-50


YOUR LACK OF CONTROL OVER THE TRUST FUND CAN CREATE RISKS

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

POTENTIAL CONFLICTS OF INTEREST

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

     Notwithstanding the foregoing, the master servicer, the special servicer
or any of their respective affiliates may have interests when dealing with the
mortgage loans that are in conflict with those of holders of the offered
certificates, especially if the master servicer, the special servicer or any of
their respective affiliates holds Series 2005-CIBC12 non-offered certificates,
or has financial interests in or other financial dealings with a borrower under
any of the mortgage loans. JER Investors Trust Inc., which we anticipate will
be the initial controlling class representative, is an affiliate of the special
servicer. Each of these relationships may create a conflict of interest. For
instance, a special servicer or its affiliate that holds Series 2005-CIBC12
non-offered certificates might seek to reduce the potential for losses
allocable to those certificates from a troubled mortgage loan by deferring
acceleration in hope of maximizing future proceeds. However, that action could
result in less proceeds to the trust than would be realized if earlier action
had been taken. In general, no servicer is required to act in a manner more
favorable to the offered certificates or any particular class of offered
certificates than to the Series 2005-CIBC12 non-offered certificates. See
"--Special Servicer May Be Directed to Take Actions" below.

     Each servicer services and will, in the future, service, in the ordinary
course of its business, existing and new mortgage loans for third parties,
including portfolios of mortgage loans similar to the mortgage loans that will
be included in the trust. The real properties securing these other mortgage
loans may be in the same markets as, and compete with, certain of the mortgaged
properties securing the mortgage loans that will be included in the trust.
Consequently, personnel of any of the servicers may perform services, on behalf
of the trust, with respect to the mortgage loans at the same time as they are
performing services, on behalf of other persons, with respect to other mortgage
loans secured by properties that compete with the mortgaged properties securing
the mortgage loans. This may pose inherent conflicts for the master servicer or
the special servicer.

     In addition, certain of the mortgage loans included in the trust may have
been refinancings of debt previously held by a mortgage loan seller or an
affiliate of a mortgage loan seller and the mortgage loan sellers or their
respective affiliates may have or have had equity investments in the borrowers
or mortgaged properties under certain of the mortgage loans included in the
trust. Each of the mortgage loan sellers and their affiliates have made and/or
may make loans to, or equity investments in, affiliates of the borrowers under
the mortgage loans. Additional financial interests in, or other financial
dealings with, a borrower or its affiliates under any of the mortgage loans may
create conflicts of interest.

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

                                      S-51


     JPMorgan Chase Bank, N.A. is one of the mortgage loan sellers and is an
affiliate of J.P. Morgan Chase Commercial Mortgage Securities Corp., the
depositor, and J.P. Morgan Securities Inc., one of the underwriters.

     CIBC Inc. is one of the mortgage loan sellers and is an affiliate of CIBC
World Markets Corp., one of the underwriters.

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

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

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

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

     6 mortgage loans, representing approximately 1.6% of the aggregate
principal balance of the pool of mortgage loans as of the cut-off date, are
each evidenced by one of two notes secured by a single mortgage and a single
assignment of a lease. The subordinate companion loan, in each case, will not
be included as an asset of the trust fund. However, each such subordinate
companion loan will be serviced under the pooling and servicing agreement,
subject to the related intercreditor agreement. Each holder of a subordinate
companion loan will also have certain rights with respect to the related senior
loan, and the related mortgaged property as described under "Description of the
Mortgage Pool--AB Mortgage Loan Pairs" in this prospectus supplement. In
exercising such rights, the holders of the subordinate companion loans do not
have any obligation to consider the interests of, or the impact of the exercise
of such rights on, the trust or the certificateholders. In addition, the
Universal Hotel Portfolio B note will be serviced under the pooling and
servicing agreement, subject to the related intercreditor agreement. The
operating advisor for the Universal Hotel Portfolio loan (provided no change of
control event has occurred or is continuing) or the directing certificateholder
and the Universal Hotel Portfolio companion notes (if a change of control event
has occurred and is continuing) will also have certain rights with respect to
the Universal Hotel Portfolio whole loan, and the related mortgaged property as
described under "Servicing of the Mortgage Loans--The Directing
Certificateholder and the Universal Hotel Portfolio Operating Advisor" in this
prospectus supplement. In exercising such rights, the operating advisor, the
directing certificateholder, the holders of the Universal Hotel Portfolio loan
and the Universal Hotel Portfolio companion notes do not have any obligation to
consider the interests of, or the impact of the exercise of such rights on, the
trust or the certificateholders.

SPECIAL SERVICER MAY BE DIRECTED TO TAKE ACTIONS

     In connection with the servicing of the specially serviced mortgage loans,
the special servicer may, at the direction of the directing certificateholder,
take actions with respect to the specially serviced mortgage loans that could
adversely affect the holders of some or all of the classes of offered
certificates. Similarly, the special servicer may, at the direction of the
operating advisor for the Universal Hotel Portfolio loan (provided no change of
control event has occurred or is continuing) or the holders of the Universal
Hotel Portfolio loan and the Universal Hotel Portfolio companion notes (if a
change of control event has occurred and is continuing), take actions with
respect to the Universal Hotel Portfolio loan that could adversely affect the
holders of some or all of the classes of offered certificates. See "Servicing
of the Mortgage Loans--The Directing Certificateholder and the Universal Hotel
Portfolio Operating Advisor" in this prospectus supplement. The directing
certificateholder will be controlled by the controlling class
certificateholders. The Universal Hotel Portfolio operating advisor will be
designated by the holders of the Class UHP certificates. Each of the directing
certificateholder, the Universal Hotel Portfolio operating advisor, the holders
of the Universal Hotel Portfolio companion note or the


                                      S-52


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

BANKRUPTCY PROCEEDINGS ENTAIL CERTAIN RISKS

     Under federal bankruptcy law, the filing of a petition in bankruptcy by or
against a borrower will stay the sale of the mortgaged property owned by that
borrower, as well as the commencement or continuation of a foreclosure action.
In addition, even if a court determines that the value of the mortgaged
property is less than the principal balance of the mortgage loan it secures,
the court may prevent a lender from foreclosing on the mortgaged property
(subject to certain protections available to the lender). As part of a
restructuring plan, a court also may reduce the amount of secured indebtedness
to the then-current value of the mortgaged property, which would make the
lender a general unsecured creditor for the difference between the then-current
value and the amount of its outstanding mortgage indebtedness. A bankruptcy
court also may: (1) grant a debtor a reasonable time to cure a payment default
on a mortgage loan; (2) reduce periodic payments due under a mortgage loan; (3)
change the rate of interest due on a mortgage loan; or (4) otherwise alter the
mortgage loan's repayment schedule.

     Moreover, the filing of a petition in bankruptcy by, or on behalf of, a
junior lienholder may stay the senior lienholder from taking action to
foreclose on the junior lien. Additionally, the borrower's trustee or the
borrower, as debtor-in-possession, has certain special powers to avoid,
subordinate or disallow debts. In certain circumstances, the claims of the
trustee may be subordinated to financing obtained by a debtor-in-possession
subsequent to its bankruptcy.

     Under federal bankruptcy law, the lender will be stayed from enforcing a
borrower's assignment of rents and leases. Federal bankruptcy law also may
interfere with the master servicer's or special servicer's ability to enforce
lockbox requirements. The legal proceedings necessary to resolve these issues
can be time consuming and costly and may significantly delay or diminish the
receipt of rents. Rents also may escape an assignment to the extent they are
used by the borrower to maintain the mortgaged property or for other court
authorized expenses.

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

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

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


                                      S-53


     Certain of the mortgage loans may have sponsors that have previously filed
bankruptcy, which in some cases may have involved the same property which
currently secures the mortgage loan. In each case, the related entity or person
has emerged from bankruptcy. We cannot assure you that such sponsors will not
be more likely than other sponsors to utilize their rights in bankruptcy in the
event of any threatened action by the mortgagee to enforce its rights under the
related loan documents.

RISKS RELATING TO PREPAYMENTS AND REPURCHASES

     The yield to maturity on your certificates will depend, in significant
part, upon the rate and timing of principal payments on the mortgage loans. For
this purpose, principal payments include both voluntary prepayments, if
permitted, and involuntary prepayments, such as prepayments resulting from
casualty or condemnation, defaults and liquidations or repurchases upon
breaches of representations and warranties.

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

     The Class X-2 certificates will not be entitled to distributions of
principal but instead will accrue interest on their notional amount. Because
the notional amount of the Class X-2 certificates is based upon all or a
portion of the outstanding certificate balances of the Class A-1, Class A-2,
Class A-3A1, Class A-3A2, Class A-3B, Class A-4, Class A-SB, Class A-M, 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 as described under "Description of the
Certificates--General" in this prospectus supplement, the yield to maturity on
the Class X-2 certificates will be extremely sensitive to the rate and timing
of prepayments of principal, liquidations and principal losses on the mortgage
loans. Also, a rapid rate of principal prepayments, liquidations and/or
principal losses on the mortgage loans could result in the failure to recoup
the initial investment in the Class X-2 certificates. Investors in the Class
X-2 certificates should fully consider the associated risks, including the risk
that an extremely rapid rate of amortization, prepayment or other liquidation
of the mortgage loans could result in the failure of such investors to recoup
fully their initial investments.

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

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

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

     Voluntary prepayments, if permitted, generally require the payment of a
yield maintenance charge or a prepayment premium unless the mortgage loan is
prepaid within a 3-month period


                                      S-54


prior to the stated maturity date or anticipated repayment date, or after the
anticipated repayment date, as the case may be. However, 1 mortgage loan,
representing approximately 1.0% of the aggregate principal balance of the pool
of mortgage loans as of the cut-off date, permits voluntary prepayment without
payment of a yield maintenance charge at any time on or after a date 12 months
prior to the stated maturity date. Additionally, none of the mortgage loans
with anticipated repayment dates require a yield maintenance charge after the
related anticipated repayment date. See "Description of the Mortgage
Pool--Certain Terms and Conditions of the Mortgage Loans--Prepayment
Provisions" in this prospectus supplement. In any case, we cannot assure you
that the related borrowers will refrain from prepaying their mortgage loans due
to the existence of yield maintenance charges or prepayment premiums or that
involuntary prepayments will not occur.

     The rate at which voluntary prepayments occur on the mortgage loans will
be affected by a variety of factors, including:

     o the terms of the mortgage loans;

     o the length of any prepayment lockout period;

     o the level of prevailing interest rates;

     o the availability of mortgage credit;

     o the applicable yield maintenance charges and prepayment premiums;

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

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

     o the occurrence of casualties or natural disasters; and

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

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

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

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

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


                                      S-55


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

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

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

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

MORTGAGE LOAN SELLERS MAY NOT BE ABLE TO MAKE A REQUIRED REPURCHASE OR
SUBSTITUTION OF A DEFECTIVE MORTGAGE LOAN

     Each mortgage loan seller is the sole warranting party in respect of the
mortgage loans sold by such mortgage loan seller to us. Neither we nor any of
our affiliates (except, in certain circumstances, for JPMorgan Chase Bank, N.A.
in its capacity as a mortgage loan seller) are obligated to repurchase or
substitute any mortgage loan in connection with either a breach of any mortgage
loan seller's representations and warranties or any document defects, if such
mortgage loan seller defaults on its obligation to do so. We cannot provide
assurances that the mortgage loan sellers will have the financial ability to
effect such repurchases or substitutions. Any mortgage loan that is not
repurchased or substituted and that is not a "qualified mortgage" for a REMIC
may cause the trust fund to fail to qualify as one or more REMICs or cause the
trust fund to incur a tax. See "Description of the Mortgage Pool--The Mortgage
Loan Sellers" and "--Representations and Warranties; Repurchases and
Substitutions" in this prospectus supplement and "Description of the Pooling
Agreements--Representations and Warranties; Repurchases" in the prospectus.

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

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

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


                                      S-56


RISKS RELATING TO BORROWER DEFAULT

     The rate and timing of delinquencies or defaults on the mortgage loans
will affect:

     o the aggregate amount of distributions on the offered certificates;

     o their yield to maturity;

     o their rate of principal payments; and

     o their weighted average life.

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

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

     Even if losses on the mortgage loans are not borne by your certificates,
those losses may affect the weighted average life and yield to maturity of your
certificates. This may be so, because those losses lead to your certificates
having a higher percentage ownership interest in the trust and related
distributions of principal payments on the mortgage loans than would otherwise
have been the case and the related prepayment may affect the pass-through rate
on your certificates. The effect on the weighted average life and yield to
maturity of your certificates will depend upon the characteristics of the
remaining mortgage loans.

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

     Additionally, the courts of any state may refuse the foreclosure of a
mortgage or deed of trust when an acceleration of the indebtedness would be
inequitable or unjust or the circumstances would render the action
unconscionable. See "Certain Legal Aspects of the Mortgage Loans--Foreclosure"
in the prospectus.

RISKS RELATING TO INTEREST ON ADVANCES AND SPECIAL SERVICING COMPENSATION

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

RISKS OF LIMITED LIQUIDITY AND MARKET VALUE

     Your certificates will not be listed on any national securities exchange
or traded on any automated quotation systems of any registered securities
association, and there is currently no secondary market for your certificates.
While the underwriters currently intend to make a secondary market in the
offered certificates, they are not obligated to do so. Additionally, one or


                                      S-57


more purchasers may purchase substantial portions of one or more classes of
offered certificates. Accordingly, you may not have an active or liquid
secondary market for your certificates. Lack of liquidity could result in a
substantial decrease in the market value of your certificates. The market value
of your certificates also may be affected by many other factors, including the
then-prevailing interest rates and market perceptions of risks associated with
commercial mortgage lending.

DIFFERENT TIMING OF MORTGAGE LOAN AMORTIZATION POSES CERTAIN RISKS

     As principal payments or prepayments are made on a mortgage loan that is
part of a pool of mortgage loans, the pool will be subject to more
concentration risks with respect to the diversity of mortgaged properties,
types of mortgaged properties and number of borrowers, as described in this
prospectus supplement. Classes that have a later sequential designation or a
lower payment priority are more likely to be exposed to this concentration risk
than are classes with an earlier sequential designation or a higher priority.
This is so because principal on the offered certificates is generally payable
in sequential order, and no class entitled to distribution of principal
generally receives principal until the certificate balance of the preceding
class or classes entitled to receive principal has been reduced to zero.

SUBORDINATION OF SUBORDINATE OFFERED CERTIFICATES

     As described in this prospectus supplement, unless your certificates are
Class A-1, Class A-2, Class A-3A1, Class A-3A2, Class A-3B, Class A-4, Class
A-SB or Class X-2 certificates, your right to receive distributions of amounts
collected or advanced on or in respect of the mortgage loans will be
subordinated to those of the holders of the offered certificates with an
earlier sequential designation and to the Class X-1 certificates.

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

LIMITED INFORMATION CAUSES UNCERTAINTY

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

ENVIRONMENTAL RISKS RELATING TO THE MORTGAGED PROPERTIES

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

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

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

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

                                      S-58


     o for which an escrow for the remediation was established;

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

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

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

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

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

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

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

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

TAX CONSIDERATIONS RELATING TO FORECLOSURE

     If the trust acquires a mortgaged property pursuant to a foreclosure or
deed in lieu of foreclosure, the special servicer must retain an independent
contractor to operate the property. Among other items, the independent
contractor generally will not be able to perform construction work other than
repair, maintenance or certain types of tenant build-outs, unless the
construction was at least 10% completed when the mortgage loan defaulted or the
default of the mortgage loan becomes imminent. Any net income from the
operation of the property (other than qualifying "rents from real property"),
or any rental income based on the net profits of a tenant or sub-tenant or
allocable to a non-customary service, will subject the lower-tier REMIC to
federal tax on that income at the highest marginal corporate tax rate
(currently 35%) and possibly state or local tax. In that event, the net
proceeds available for distribution to certificateholders will be reduced. The
special servicer may permit the lower-tier REMIC to earn "net income from
foreclosure property" that is subject to tax if it determines that the net


                                      S-59


after-tax benefit to certificateholders is greater than under another method of
operating or net leasing the mortgaged property. In addition, if the trust were
to acquire one or more mortgaged properties pursuant to a foreclosure or deed
in lieu of foreclosure, upon acquisition of those mortgaged properties, the
trust may in certain jurisdictions, particularly in New York, be required to
pay state or local transfer or excise taxes upon liquidation of such
properties. Such state or local taxes may reduce net proceeds available for
distribution to the certificateholders.

RISKS ASSOCIATED WITH ONE ACTION RULES

     The ability to realize upon the mortgage loans may be limited by the
application of state and federal laws. For example, several states (including
California) have laws that prohibit more than one "judicial action" to enforce
a mortgage obligation, and some courts have construed the term "judicial
action" broadly. Accordingly, the special servicer is required to obtain advice
of counsel prior to enforcing any of the trust fund's rights under any of the
mortgage loans that include mortgaged properties where a "one action" rule
could be applicable. In the case of a multi-property mortgage loan that is
secured by mortgaged properties located in multiple states, the special
servicer may be required to foreclose first on properties located in states
where "one action" rules apply (and where non-judicial foreclosure is
permitted) before foreclosing on properties located in states where judicial
foreclosure is the only permitted method of foreclosure. The application of
other state and federal laws may delay or otherwise limit the ability to
realize on defaulted mortgage loans. See "Certain Legal Aspects of Mortgage
Loans--Foreclosure" in the prospectus.

RISKS RELATING TO ENFORCEABILITY

     All of the mortgages permit the lender to accelerate the debt upon default
by the borrower. The courts of all states will enforce acceleration clauses in
the event of a material payment default. Courts, however, may refuse to permit
foreclosure or acceleration if a default is deemed immaterial or the exercise
of those remedies would be unjust or unconscionable.

     If a mortgaged property has tenants, the borrower typically assigns its
income as landlord to the lender as further security, while retaining a license
to collect rents as long as there is no default. If the borrower defaults, the
license terminates and the lender is entitled to collect rents. In certain
jurisdictions, such assignments may not be perfected as security interests
until the lender takes actual possession of the property's cash flow. In some
jurisdictions, the lender may not be entitled to collect rents until the lender
takes possession of the property and secures the appointment of a receiver. In
addition, as previously discussed, if bankruptcy or similar proceedings are
commenced by or for the borrower, the lender's ability to collect the rents may
be adversely affected.

POTENTIAL ABSENCE OF ATTORNMENT PROVISIONS ENTAILS RISKS

     In some jurisdictions, if tenant leases are subordinate to the liens
created by the mortgage and do not contain attornment provisions (i.e.,
provisions requiring the tenant to recognize a successor owner following
foreclosure as landlord under the lease), the leases may terminate upon the
transfer of the property to a foreclosing lender or purchaser at foreclosure.
Not all leases were reviewed to ascertain the existence of attornment or
subordination provisions. Accordingly, if a mortgaged property is located in
such a jurisdiction and is leased to one or more desirable tenants under leases
that are subordinate to the mortgage and do not contain attornment provisions,
such mortgaged property could experience a further decline in value if such
tenants' leases were terminated. This is particularly likely if such tenants
were paying above-market rents or could not be replaced.

     If a lease is not subordinate to a mortgage, the trust will not possess
the right to dispossess the tenant upon foreclosure of the mortgaged property
(unless otherwise agreed to with the tenant). If the lease contains provisions
inconsistent with the mortgage (e.g., provisions relating to application of
insurance proceeds or condemnation awards) or which could affect the


                                      S-60


enforcement of the lender's rights (e.g., a right of first refusal to purchase
the property), the provisions of the lease will take precedence over the
provisions of the mortgage.

PROPERTY INSURANCE MAY NOT BE SUFFICIENT

     All of the mortgage loans require the related borrower to maintain, or
cause to be maintained, property insurance (which, in some cases, is provided
by allowing a tenant to self-insure). However, the mortgaged properties may
suffer casualty losses due to risks that were not covered by insurance or for
which insurance coverage is inadequate. Specifically, certain of the mortgage
loans may have insurance coverage that specifically excludes coverage for
losses due to mold, certain acts of nature, terrorism activities or other
comparable conditions or events. In addition, approximately 16.4%, 9.7%, 8.1%
and 1.0% of the mortgaged properties, by aggregate principal balance of the
pool of mortgage loans as of the cut-off date, are located in California,
Florida, Texas and the U.S. Virgin Islands, respectively, states that have
historically been at greater risk regarding acts of nature (such as
earthquakes, floods and hurricanes) than other states. We cannot assure you
that borrowers will be able to maintain adequate insurance. Moreover, if
reconstruction or any major repairs are required, changes in laws may
materially affect the borrower's ability to effect any reconstruction or major
repairs or may materially increase the costs of the reconstruction or repairs.
Certain mortgage loans are secured by improvements for which coverage for acts
of terrorism have been waived, are not required or are required only if certain
conditions (such as availability at reasonable rates or maximum cost limits)
are satisfied.

     Following the September 11, 2001 terrorist attacks in the New York City
area and in the Washington, D.C. area, many reinsurance companies (which assume
some of the risk of policies sold by primary insurers) eliminated coverage for
acts of terrorism from their reinsurance policies. Without that reinsurance
coverage, primary insurance companies would have to assume that risk
themselves, which may cause them to eliminate such coverage in their policies,
increase the amount of the deductible for acts of terrorism or charge higher
premiums for such coverage. In order to offset this risk, Congress passed the
Terrorism Risk Insurance Act of 2002, which established the Terrorism Insurance
Program. The Terrorism Insurance Program is administered by the Secretary of
the Treasury and will provide financial assistance from the United States
government to insurers in the event of another terrorist attack that results in
an insurance claim. The Treasury Department established procedures for the
Terrorism Insurance Program under which the federal share of compensation will
be equal to 90% of that portion of insured losses that exceeds an applicable
insurer deductible required to be paid during each program year. The federal
share in the aggregate in any program year may not exceed $100 billion. An
insurer that has paid its deductible is not liable for the payment of any
portion of total annual United States-wide losses that exceed $100 billion,
regardless of the terms of the individual insurance contracts.

     The Terrorism Insurance Program requires that each insurer for policies in
place prior to November 26, 2002, provide its insureds with a statement of the
proposed premiums for terrorism coverage, identifying the portion of the risk
that the federal government will cover, within 90 days after November 26, 2002.
Insureds will have 30 days to accept the continued coverage and pay the
premium. If an insured does not pay the premium, insurance for acts of
terrorism may be excluded from the policy. All policies for insurance issued
after November 26, 2002 must make similar disclosure. The Terrorism Risk
Insurance Act of 2002 does not require insureds to purchase the coverage nor
does it stipulate the pricing of the coverage. In addition, there can be no
assurance that all of the borrowers under the mortgage loans have accepted the
continued coverage or, if any have, that they will continue to maintain the
coverage.

     Through December 2005, insurance carriers are required under the program
to provide terrorism coverage in their basic "all-risk" policies. Any
commercial property and casualty terrorism insurance exclusion that was in
force on November 26, 2002 is automatically voided to


                                      S-61


the extent that it excludes losses that would otherwise be insured losses,
subject to the immediately preceding paragraph. Any state approval of such
types of exclusions in force on November 26, 2002 is also voided.

     However, the Terrorism Insurance Program applies to United States risks
only and to acts that are committed by an individual or individuals acting on
behalf of foreign person or foreign interest as an effort to influence or
coerce United States civilians or the United States government. It remains
unclear what acts will fall under the purview of the Terrorism Insurance
Program.

     Furthermore, because the Terrorism Insurance Program has only been
recently passed into law, there can be no assurance that it or state
legislation will substantially lower the cost of obtaining terrorism insurance.

     Finally, the Terrorism Insurance Program terminates on December 31, 2005.
There can be no assurance that such temporary program will create any long-term
changes in the availability and cost of such insurance. Moreover, there can be
no assurance that such program will be renewed or extended, or that subsequent
terrorism insurance legislation will be passed upon its expiration. New
legislation was introduced in June 2004 and reintroduced in February 2005 to
extend the Terrorism Insurance Program for an additional 2 years beyond
December 31, 2005 and to establish a partnership or commission to recommend a
long-term solution to the terrorism risk problem. However, there can be no
assurance that such proposal will be enacted into law. In fact, the Secretary
of the Treasury announced on June 30, 2005 that it is opposed to an extension
of the Terrorism Insurance Program in its current form.

     If the Terrorism Insurance Program is not extended or renewed, premiums
for terrorism insurance coverage will likely increase and/or the terms of such
insurance may be materially amended to enlarge stated exclusions or to
otherwise effectively decrease the scope of coverage available (perhaps to the
point where it is effectively not available). In addition, to the extent that
any policies contain "sunset clauses" (i.e., clauses that void terrorism
coverage if the federal insurance backstop program is not renewed), then such
policies may cease to provide terrorism insurance upon the expiration of the
Terrorism Insurance Program.

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

     Some of the mortgage loans specifically require terrorism insurance, but
this insurance may be required only to the extent it can be obtained for
premiums less than or equal to a "cap" amount specified in the related loan
documents, only if it can be purchased at commercially reasonable rates, only
with a deductible at a certain threshold and/or other similar conditions.

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

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

     Even if the mortgage loan documents specify that the related borrower must
maintain all-risk casualty insurance or other insurance that covers acts of
terrorism, the borrower may fail


                                      S-62


to maintain such insurance and the master servicer or special servicer may not
enforce such default or cause the borrower to obtain such insurance if the
master servicer or special servicer, as applicable, has determined, based on
inquiry consistent with the servicing standards and after consultation with the
directing certificateholder, that either (a) such insurance is not available at
any rate or (b) such insurance is not available at commercially reasonable
rates and that such hazards are not at the time commonly insured against for
properties similar to the related mortgaged property and located in or around
the region in which such related mortgaged property is located. Additionally,
if the related borrower fails to maintain such insurance, the master servicer
or the special servicer, as applicable, will not be required to maintain such
terrorism insurance coverage if the special servicer determines, in accordance
with the servicing standards, that such insurance is not available for the
reasons set forth in (a) or (b) of the preceding sentence. Furthermore, at the
time existing insurance policies are subject to renewal, there is no assurance
that terrorism insurance coverage will be available and covered under the new
policies or, if covered, whether such coverage will be adequate. Most insurance
policies covering commercial real properties such as the mortgaged properties
are subject to renewal on an annual basis. If such coverage is not currently in
effect, is not adequate or is ultimately not continued with respect to some of
the mortgaged properties and one of those properties suffers a casualty loss as
a result of a terrorist act, then the resulting casualty loss could reduce the
amount available to make distributions on your certificate.

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

ZONING COMPLIANCE AND USE RESTRICTIONS MAY ADVERSELY AFFECT PROPERTY VALUE

     Certain of the mortgaged properties may not comply with current zoning
laws, including density, use, parking, height and set back requirements, due to
changes in zoning requirements after such mortgaged properties were
constructed. These properties, as well as those for which variances or special
permits were issued or for which non-conformity with current zoning laws are
otherwise permitted, are considered to be a "legal non-conforming use" and/or
the improvements are considered to be "legal non-conforming structures." This
means that the borrower is not required to alter its use or structure to comply
with the existing or new law; however, the borrower may not be able to continue
the non-conforming use or rebuild the non-conforming premises "as is" in the
event of a substantial casualty loss. This may adversely affect the cash flow
of the property following the loss. If a substantial casualty were to occur, we
cannot assure you that insurance proceeds would be available to pay the
mortgage loan in full. In addition, if a non-conforming use were to be
discontinued and/or the property were repaired or restored in conformity with
the current law, the value of the property or the revenue-producing potential
of the property may not be equal to that before the casualty.

     In addition, certain of the mortgaged properties that do not conform to
current zoning laws may not be "legal non-conforming uses" or "legal
non-conforming structures." The failure of a mortgaged property to comply with
zoning laws or to be a "legal non-conforming use" or "legal non-conforming
structure" may adversely affect market value of the mortgaged property or the
borrower's ability to continue to use it in the manner it is currently being
used or may necessitate material additional expenditures to remedy
non-conformities.

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


                                      S-63


the related borrower to lease the mortgaged property on favorable terms, thus
adversely affecting the borrower's ability to fulfill its obligations under the
related mortgage loan.

RISKS RELATING TO COSTS OF COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS

     A borrower may be required to incur costs to comply with various existing
and future federal, state or local laws and regulations applicable to the
related mortgaged property, for example, zoning laws and the Americans with
Disabilities Act of 1990, as amended, which requires all public accommodations
to meet certain federal requirements related to access and use by persons with
disabilities. See "Certain Legal Aspects of Mortgage Loans--Americans with
Disabilities Act" in the prospectus. The expenditure of these costs or the
imposition of injunctive relief, penalties or fines in connection with the
borrower's noncompliance could negatively impact the borrower's cash flow and,
consequently, its ability to pay its mortgage loan.

NO REUNDERWRITING OF THE MORTGAGE LOANS

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

LITIGATION OR OTHER LEGAL PROCEEDINGS COULD ADVERSELY AFFECT THE MORTGAGE LOANS

     There may be pending or threatened legal proceedings against, or other
past or present adverse regulatory circumstances experienced by, the borrowers
and managers of the mortgaged properties and their respective affiliates
arising out of the ordinary business of the borrowers, managers and affiliates.
In certain cases, principals and/or affiliates of the borrowers are involved or
may have been involved in prior litigation or property foreclosures or
deed-in-lieu of foreclosures. We cannot assure you that any litigation, other
legal proceedings, or other adverse situations will not have a material adverse
effect on your investment.

RISKS RELATING TO BOOK-ENTRY REGISTRATION

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

RISKS RELATING TO INSPECTIONS OF PROPERTIES

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


                                      S-64


THERE MAY BE CHANGES IN THE TAX LAWS OF THE U.S. VIRGIN ISLANDS; NO GROSS-UP

     The mortgage loans secured by the mortgaged properties identified on Annex
A-1 to this prospectus supplement identified as Loan Nos. 108 and 143
representing in the aggregate 1.0% of the aggregate principal balance of the
pool of mortgage loans as of the cut-off date, are secured by properties
located in the U.S. Virgin Islands ("USVI") and are each obligations of a
borrower organized in the USVI.  USVI law currently provides an exemption from
USVI withholding tax for USVI-source interest payments on loans secured by a
property or properties located in the USVI.  We cannot assure you that this
exemption will not change in the future or that USVI law will not otherwise
change, and these mortgage loans do not provide for any gross-up in the event
of the imposition of any such withholding tax.  As a result, if the exemption
is changed or any additional tax is imposed, it may result in a shortfall with
respect to these pooled mortgage loans.  In addition, in the event that the
trust acquires the mortgaged property securing either of such mortgage loans,
the trust may be treated as engaged in a trade or business in the USVI and may
be subject to tax on net income or gains with respect to that net income.

OTHER RISKS

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


                                      S-65


                       DESCRIPTION OF THE MORTGAGE POOL

GENERAL

     The trust will consist primarily of 195 fixed rate mortgage loans secured
by 205 commercial, multifamily and manufactured housing community Mortgaged
Properties with an aggregate principal balance of approximately $2,167,038,831
as of the Cut-off Date (the "Initial Pool Balance"). All percentages of the
mortgage loans and Mortgaged Properties, or of any specified group of mortgage
loans or Mortgaged Properties, referred to in this prospectus supplement
without further description are approximate percentages by Initial Pool
Balance.

     The trust's assets will also include the Universal Hotel Portfolio B Note.
The Universal Hotel Portfolio B Note supports only the Class UHP Certificates.
Although the Universal Hotel Portfolio B Note is an asset of the trust, for the
purpose of information contained in this prospectus supplement (including the
annexes and statistical information contained in this prospectus supplement),
such B note is not reflected in this prospectus supplement and unless otherwise
expressly stated, the term "mortgage loan" does not include the Universal Hotel
Portfolio B Note. The aggregate principal balance of the Universal Hotel
Portfolio B Note will be approximately $50,000,000 as of the Cut-off Date.

     The "Cut-off Date Balance" of any mortgage loan (including on the
Universal Hotel Portfolio B Note) will be the unpaid principal balance of that
mortgage loan as of the Cut-off Date for such mortgage loan, after application
of all payments due on or before that date, whether or not received. Unless
otherwise noted, all numerical and statistical information presented herein,
including Cut-off Date Balances, loan-to-value ratios and debt service coverage
ratios with respect to each mortgage loan with a subordinate companion loan is
calculated without regard to the related subordinate companion loan.

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

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

          (2) with respect to 2 mortgage loans (identified as Loan Nos. 64 and
     94 on Annex A-1 to this prospectus supplement), representing approximately
     0.9% of the Initial Pool Balance, on the fee simple estate and a separate
     leasehold estate in an adjacent portion of the commercial property; or

          (3) with respect to 7 mortgage loans (identified as Loan Nos. 1, 4,
     23, 57, 90, 99 and 150 on Annex A-1 to this prospectus supplement),
     representing approximately 9.1% of the Initial Pool Balance, on a leasehold
     estate in a commercial property (each of clauses (1) through (3), a
     "Mortgaged Property").

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

     On or about July 29, 2005 (the "Closing Date"), J.P. Morgan Chase
Commercial Mortgage Securities Corp. (the "Depositor") will acquire the
mortgage loans from JPMorgan Chase Bank, N.A. and CIBC Inc. (collectively, the
"Mortgage Loan Sellers") pursuant to a separate mortgage loan purchase
agreement with each Mortgage Loan Seller (collectively, the "Purchase
Agreements"), each between the Depositor and the applicable Mortgage Loan
Seller. The Depositor will then assign its interests in the mortgage loans,
without recourse, to LaSalle Bank National Association, as trustee (in such
capacity, the "Trustee"), for the benefit of the holders of the Certificates
(the "Certificateholders"). See "--The Mortgage Loan Sellers" below and
"Description of the Pooling Agreements--Assignment of Mortgage Loans;
Repurchases" in the


                                      S-66


prospectus. In addition, on the Closing Date, the applicable Mortgage Loan
Sellers will be required to remit to LaSalle Bank National Association, as
paying agent (in such capacity, the "Paying Agent") an amount that will be
sufficient to cover the interest shortfalls that would otherwise occur on the
first Distribution Date as a result of certain mortgage loans not having their
first due date until September 2005. This amount will be distributed to
Certificateholders on the first Distribution Date as part of their regular
interest distribution.

     The mortgage loans were originated in the period between December 2003 and
July 2005.

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


ASSISTANCE PROGRAMS

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

     3 of the Mortgaged Properties, securing 2 mortgage loans representing
approximately 0.4% of the Initial Pool Balance, are secured by Mortgaged
Properties that are eligible (or may become eligible in the future) for and
have received low income housing tax credits pursuant to Section 42 of the
Internal Revenue Code in respect of various units within the Mortgaged Property
or have a material concentration of tenants that rely on rent subsidies under
various government funded programs, including the Section 8 Tenant Based
Assistance Rental Certificate Program of the United States Department of
Housing and Urban Development. With respect to certain of the mortgage loans,
the borrower may receive subsidies or other assistance from government
programs. Generally, the Mortgaged Property must satisfy certain requirements,
the borrower must observe certain leasing practices and/or the tenant(s) must
regularly meet certain income requirements. We can give you no assurance that
any government or other assistance programs will be continued in their present
forms during the terms of the related mortgage loans, that the borrower will
continue to comply with the requirements of the programs to enable the borrower
to receive the subsidies or assistance in the future, or for the investors in
such borrower to continue to receive their tax credit, or that the level of
assistance provided will be sufficient to generate enough revenues for the
related borrower to meet its obligations under the related mortgage loans. The
related Mortgage Loan Seller may have underwritten the related mortgage loan on
the assumption that such assistance will continue. Loss of any applicable
assistance could have an adverse effect on the ability of the related borrowers
to make timely payments of debt service. In addition, the restrictions
described above relating to the use of the related Mortgaged Property could
reduce the market value of the related Mortgaged Property.

ADDITIONAL DEBT

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

     The terms of certain mortgage loans permit the borrowers to post letters
of credit and/or surety bonds for the benefit of the mortgagee under the
mortgage loans, which may constitute a contingent reimbursement obligation of
the related borrower or an affiliate. The issuing bank or surety will not
typically agree to subordination and standstill protection benefiting the
mortgagee.


                                      S-67


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

     AB Mortgage Loans. 6 mortgage loans (each, an "AB Mortgage Loan")
(identified as Loan Nos. 92, 94, 119, 124, 130 and 146 on Annex A-1 to this
prospectus supplement), representing approximately 1.6% of the Initial Pool
Balance, are each a senior loan in a split loan structure with a subordinate
companion loan (with respect to each AB Mortgage Loan, the "Subordinate
Companion Loan" and, together with the related AB Mortgage Loan, an "AB
Mortgage Loan Pair"). No Subordinate Companion Loan is an asset of the trust.
Each such AB Mortgage Loan Pair is evidenced by two promissory notes that are
both secured by a single mortgage instrument on the related Mortgaged Property.

     The AB Mortgage Loan identified as Loan No. 92 on Annex A-1 to this
prospectus supplement (the "Taft Office Complex Phase I AB Mortgage Loan") has
a principal balance as of the Cut-off Date of $7,830,000. The related
Subordinate Companion Loan, which is not included in the trust, has an initial
principal balance of $489,500.

     The AB Mortgage Loan identified as Loan No. 94 on Annex A-1 to this
prospectus supplement (the "Olympic Towers AB Mortgage Loan") has a principal
balance as of the Cut-off Date of $7,791,590. The related Subordinate Companion
Loan, which is not included in the trust, has an initial principal balance of
$500,000.

     The AB Mortgage Loan identified as Loan No. 119 on Annex A-1 to this
prospectus supplement (the "North Market Place AB Mortgage Loan") has a
principal balance as of the Cut-off Date of $5,269,249. The related Subordinate
Companion Loan, which is not included in the trust, has an initial principal
balance of $330,000.

     The AB Mortgage Loan identified as Loan No.124 on Annex A-1 to this
prospectus supplement (the "Fairway Park Manor AB Mortgage Loan") has a
principal balance as of the Cut off Date of $5,144,169. The related Subordinate
Companion Loan, which is not included in the trust, has an initial principal
balance of $340,000.

     The AB Mortgage Loan identified as Loan No. 130 on Annex A-1 to this
prospectus supplement (the "Taft Office Complex Phase II AB Mortgage Loan") has
a principal balance as of the Cut-off Date of $4,850,000. The related
Subordinate Companion Loan, which is not included in the trust, has an initial
principal balance of $310,000.

     The AB Mortgage Loan identified as Loan No. 146 on Annex A-1 to this
prospectus supplement (the "Oakwood Manor Apartments AB Mortgage Loan") has a
principal balance as of the Cut-off Date of $3,863,000. The related Subordinate
Companion Loan, which is not included in the trust, has an initial principal
balance of $243,500.

     The Taft Office Complex Phase I AB Mortgage Loan, Olympic Towers AB
Mortgage Loan, North Market Place AB Mortgage Loan, Fairway Park Manor AB
Mortgage Loan, Taft Office Complex Phase II AB Mortgage Loan and Oakwood Manor
Apartments AB Mortgage Loan are collectively referred to in this prospectus
supplement as the "Mezz Cap AB Mortgage Loans" (and each, individually, a "Mezz
Cap AB Mortgage Loan"), and the related AB Mortgage Loan Pairs are collectively
referred to in this prospectus supplement as the "Mezz Cap Loan Pairs" (and
each, individually, a "Mezz Cap Loan Pair").

     The holders of the Subordinate Companion Loans will have certain rights
with respect to the related AB Mortgage Loan as described under "--AB Mortgage
Loan Pairs" below.

     The following table sets forth for each of the AB Mortgage Loans the DSCR
and LTV Ratios without taking into account the related Subordinate Companion
Loan and the combined DSCR and LTV Ratios taking into account the related
Subordinate Companion Loan.


                                      S-68



<TABLE>

                                                    AB MORTGAGE                     AB MORTGAGE
                                                     LOAN PAIR   MORTGAGE LOAN       LOAN PAIR
                                         MORTGAGE    COMBINED     CUT-OFF DATE      CUT-OFF DATE
         AB MORTGAGE LOAN PAIR          LOAN DSCR      DSCR        LTV RATIO     COMBINED LTV RATIO
- -------------------------------------- ----------- ------------ --------------- -------------------

Taft Office Complex Phase I ..........     1.25x        1.13x         79.3%             85.0%
Olympic Towers .......................     1.27x        1.13x         61.8%             65.8%
North Market Place ...................     1.27x        1.13x         79.8%             84.8%
Fairway Park Manor ...................     1.23x        1.09x         77.9%             83.1%
Taft Office Complex Phase II .........     1.25x        1.12x         79.3%             83.2%
Oakwood Manor Apartments .............     1.38x        1.23x         79.3%             84.3%
</TABLE>

     Other Secured Subordinate Indebtedness. In addition to the outstanding
secured indebtedness discussed above, with respect to 1 mortgage loan
(identified as Loan No. 89 on Annex A-1 to this prospectus supplement),
representing approximately 0.4% of the Initial Pool Balance, the borrower has
issued $2,805,000 in debentures that are secured by the related Mortgaged
Property and which accrue interest at 10% annually until the maturity date on
December 1, 2018. The debentures are subordinate to the related mortgage loan
and the debenture holders cannot be paid until the mortgage loan is paid in
full. In addition, with respect to 2 mortgage loans (identified as Loan Nos. 81
and 98 on Annex A-1 to this prospectus supplement), representing approximately
0.8% of the Initial Pool Balance, the borrower may incur secured subordinated
indebtedness, subject to the satisfaction of certain conditions in the mortgage
loan.

     Mezzanine Debt. Although the mortgage loans generally place certain
restrictions on incurring mezzanine debt by the pledging of general partnership
and managing member equity interests in a borrower, such as specific percentage
or control limitations, the terms of the mortgages generally permit, subject to
certain limitations, the pledge of less than a controlling portion of the
limited partnership or non-managing membership equity interests in a borrower.
However, certain of the mortgage loans do not restrict the pledging of
ownership interests in the related borrower, but do restrict the transfer of
ownership interests in a borrower by imposing limitations on transfer of
control or a specific percentage of ownership interests. In addition, in
general, a borrower that does not meet single-purpose entity criteria may not
be restricted in any way from incurring mezzanine debt. The holders of certain
of the mezzanine loans may have the right to cure certain defaults occurring on
the related mortgage loan and the right to purchase the related mortgage loan
if certain defaults on the related mortgage loan occur. The purchase price
generally required to be paid in connection with such a purchase would equal
the outstanding principal balance of the related mortgage loan, together with
accrued and unpaid interest on, and unpaid servicing expenses related to, such
mortgage loan. The lenders for this mezzanine debt generally are not affiliates
of the related mortgage loan borrower. Upon a default under the mezzanine debt,
the holder of the mezzanine debt may foreclose upon the ownership interests in
the related borrower. As of the Cut-off Date, the applicable Mortgage Loan
Sellers have informed us that they are aware of the following existing or
specifically permitted mezzanine indebtedness with respect to the mortgage
loans:

     o In the case of 1 mortgage loan (identified as Loan No. 7 on Annex A-1 to
       this prospectus supplement), representing approximately 1.7% of the
       Initial Pool Balance, a mezzanine loan with a principal balance of
       $3,250,000 as of the date of the origination of the related mortgage loan
       has been made to the owner of the related borrower, secured by such
       owner's ownership interests in the borrower.

     o In the case of 1 mortgage loan (identified as Loan No. 77 on Annex A-1 to
       this prospectus supplement), representing approximately 0.5% of the
       Initial Pool Balance, two mezzanine loans with principal balances of
       $3,228,441 and $2,000,000 as of the date of the origination of the
       related mortgage loan have been made to the owner of the related
       borrower, secured by such owner's ownership interests in the borrower.

     o In the case of 15 mortgage loans (identified as Loan Nos. 1, 2, 13, 14,
       18, 23, 25, 29, 49, 55, 73, 85, 113, 120 and 140 on Annex A-1 to this
       prospectus supplement), representing approximately 17.3% of the Initial
       Pool Balance, the owners of the related borrowers are


                                      S-69


       permitted to pledge their ownership interests in the borrowers as
       collateral for mezzanine debt. The incurrence of this mezzanine
       indebtedness is generally subject to the satisfaction of certain
       conditions, which may include the consent of the mortgage lender and
       loan-to-value ratio and debt service coverage ratio tests.

     o In the case of 1 mortgage loan (identified as Loan No. 99 on Annex A-1 to
       this prospectus supplement), representing approximately 0.3% of the
       Initial Pool Balance, One Liberty Properties, Inc. ("OLP") is the sole
       member of the borrower. OLP is permitted to pledge its ownership
       interests in the related borrower so long as (i) OLP is a publicly traded
       company, (ii) such pledge is to secure an operating debt facility of OLP,
       (iii) such operating debt facility is also secured by a pledge of OLP's
       interests in entities having an interest in all or substantially all of
       the properties owned directly or indirectly by OLP and (iv) the
       beneficiary or holder of such pledge shall meet certain qualifications
       set forth in the related mortgage loan documents.

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

     o In the case of 7 mortgage loans (identified as Loan Nos. 57, 71, 89, 93,
       102, 140 and 158 on Annex A-1 to this prospectus supplement),
       representing approximately 2.6% of the Initial Pool Balance, the related
       borrower has incurred or is permitted to incur unsecured secondary
       financing in the form of unsecured affiliate debt subject to a
       subordination and standstill agreement in favor of the holder of the
       related mortgage loan.

     o In the case of 1 mortgage loan (identified as Loan No. 68 on Annex A-1 to
       this prospectus supplement), representing approximately 0.5% of the
       Initial Pool Balance, the borrower is permitted to obtain future
       unsecured debt from its principals in an amount not to exceed a total of
       $200,000 in the aggregate to all the related borrowers, subject to a
       subordination and standstill agreement in favor of the holder of the
       related senior mortgage loan and so long as the proceeds of such loan are
       used solely for purposes related to the Mortgaged Property, such as
       tenant improvements, leasing commissions, taxes and insurance, and
       maintenance expenses.

     o In the case of 1 mortgage loan (identified as Loan No. 50 on Annex A-1 to
       this prospectus supplement), representing approximately 0.7% of the
       Initial Pool Balance, the borrower is permitted to obtain future
       unsecured debt in an amount not to exceed $4,000,000, so long as the
       proceeds of such loan are used in connection with the Mortgaged Property
       for capital expenditures, leasing commissions, tenant buildout, or for
       permissible or approved alterations or improvements to the Mortgaged
       Property or to fund an operating deficit at the Mortgaged Property.

     o In the case of 6 mortgage loans (identified as Loan Nos. 118, 133, 152,
       176, 178 and 179 on Annex A-1 to this prospectus supplement),
       representing approximately 1.0% of the Initial Pool Balance, the related
       borrower is permitted to obtain future unsecured debt from its affiliates
       in an amount not to exceed 5% of the outstanding balance of such
       borrower's mortgage loan, subject to a subordination and standstill
       agreement in favor of the holder of the related senior mortgage loan and
       so long as the proceeds of such loan are used solely for purposes related
       to the Mortgaged Property for capital expenditures, or for permissible or
       approved alterations or improvements to the Mortgaged Property or to fund
       an operating deficit at the Mortgaged Property.

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


                                      S-70


THE UNIVERSAL HOTEL PORTFOLIO WHOLE LOAN

     The Loans. 1 mortgage loan (identified as Loan No. 1 on Annex A-1 to this
prospectus supplement) (the "Universal Hotel Portfolio Loan"), representing
approximately 4.6% of the Initial Pool Balance, is 1 of 7 mortgage loans that
are part of a split loan structure, each of which is secured by the same
mortgage instrument on the Universal Hotel Portfolio Mortgaged Property. The
Universal Hotel Portfolio Loan is evidenced by promissory note A-4. The
mortgage loans evidenced by promissory notes A-1, A-2, A-3 and A-5 are referred
to in this prospectus supplement as the "Universal Hotel Portfolio Companion
Notes". The Universal Hotel Portfolio Companion Notes, which in aggregate have
a principal balance of $100,000,000 as of the cut-off date, are not included in
the trust. The Universal Hotel Portfolio Loan and the Universal Hotel Portfolio
Companion Notes are pari passu with each other and are referred to in this
prospectus supplement as the "Universal Hotel Portfolio Senior Notes." The
remaining 2 mortgage loans evidenced by promissory notes B-1 and B-2 are
referred to in this prospectus supplement, collectively, as the "Universal
Hotel Portfolio B Note." The Universal Hotel Portfolio B Note, which has a
principal balance of $50,000,000 as of the cut-off date, is subordinate to the
Universal Hotel Portfolio Senior Notes. Only the Universal Hotel Portfolio Loan
and the Universal Hotel Portfolio B Note are included in the trust. The
Universal Hotel Portfolio Loan, the Universal Hotel Portfolio Companion Notes
and the Universal Hotel Portfolio B Note are collectively referred to in this
prospectus supplement as the "Universal Hotel Portfolio Whole Loan."

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

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


                                      S-71


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

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

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

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

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

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

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

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

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

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

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

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


                                      S-72


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

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

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

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

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

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

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

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

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

     Purchase Options. In the event that the Universal Hotel Portfolio Loan is
in default, the holders of the Class UHP Certificates will have an option (the
"Universal Hotel Portfolio Purchase Option") to purchase the Universal Hotel
Portfolio Loan from the trust fund at a price (the "Universal Hotel Portfolio
Loan Option Price") generally equal to the unpaid principal balance of the
Universal Hotel Portfolio Loan, plus accrued and unpaid interest on such
balance, all related unreimbursed Servicing Advances (and all related Servicing
Advances that were reimbursed from general collections on the mortgage loans,
but not yet repaid by the related borrower) together with accrued and unpaid
interest on all Advances and all accrued Special Servicing Fees allocable to
the Universal Hotel Portfolio Loan whether paid or unpaid and any other
additional trust fund expenses relating to the Universal Hotel Portfolio Whole
Loan. In order to exercise the Universal Hotel Portfolio Purchase Option, the
holders of the Class UHP Certificates will also be required to purchase the
Universal Hotel Portfolio Companion Notes for a similar price. If the holders
of the Class UHP Certificates fail to exercise this option within the time
period set forth in the Pooling and Servicing Agreement, certain other parties
may have the right to purchase the Universal Hotel Portfolio Loan as described
under "Servicing of the Mortgage Loans--Realization Upon Defaulted Mortgage
Loans" in this prospectus supplement.


                                      S-73


AB MORTGAGE LOAN PAIRS

   General.

     Each AB Mortgage Loan is evidenced by the senior of two notes each secured
by a single Mortgage and a single assignment of leases and rents. The
Subordinate Companion Loan relating to each AB Mortgage Loan, which is in each
case evidenced by the second of the two notes, will not be part of the trust.

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

     The trust, as the holder of each AB Mortgage Loan, and the holder of the
related Subordinate Companion Loan will be parties to a separate intercreditor
agreement (each, an "Intercreditor Agreement"). Under the terms of each
Intercreditor Agreement, the holder of the related Subordinate Companion Loan
has agreed to subordinate its interest in certain respects to the related AB
Mortgage Loan. The Master Servicer and Special Servicer will undertake to
perform the obligations of the holder of each AB Mortgage Loan under the
related Intercreditor Agreement.

     The AB Mortgage Loans and the related Mortgaged Properties will be
serviced and administered by the Master Servicer and, if necessary, the Special
Servicer, pursuant to the Pooling and Servicing Agreement, in the manner
described under "Servicing of the Mortgage Loans" in this prospectus
supplement. In servicing an AB Mortgage Loan Pair, the Servicing Standards set
forth in the Pooling and Servicing Agreement will require the Master Servicer
and the Special Servicer to take into account the interests of both the
Certificateholders and the holder of the related Subordinate Companion Loans as
a collective whole. The Master Servicer and the Special Servicer have the
initial authority to service and administer, and to exercise the rights and
remedies with respect to, the AB Mortgage Loan Pairs.

     Amounts payable to the trust as holder of an AB Mortgage Loan pursuant to
the related Intercreditor Agreement will be included in the Available
Distribution Amount for each Distribution Date to the extent described in this
prospectus supplement and amounts payable to the holder of the related
Subordinate Companion Loan will be distributed to such holder net of fees and
expenses on the related Subordinate Companion Loan.

   Mezz Cap AB Mortgage Loans

     Servicing Provisions of the Mezz Cap Loan Pairs Intercreditor
Agreements. The Master Servicer and the Special Servicer will service and
administer each Mezz Cap AB Mortgage Loan and the related Subordinate Companion
Loan pursuant to the Pooling and Servicing Agreement and the related
Intercreditor Agreement for so long as the related Mezz Cap AB Mortgage Loan is
part of the trust; provided, that prior to an event of default under the
related Mortgage Loan documents with respect to a Mezz Cap AB Mortgage Loan,
the servicer of the related Subordinate Companion Loan (which may or may not be
the Master Servicer or the sub-servicer with respect to such Mezz Cap AB
Mortgage Loan) will collect its principal and interest payments directly from
the borrower. The Master Servicer and/or the Special Servicer may not enter
into amendments, modifications or extensions of any Mezz Cap AB Mortgage Loan
or the related Subordinate Companion Loan if the proposed amendment,
modification or extension adversely affects the holder of the related
Subordinate Companion Loan in a material manner without the consent of the
holder of the related Subordinate Companion Loan; provided, however, that such
consent right will expire when the repurchase period described below expires.
See "Servicing of the Mortgage Loans--The Directing Certificateholder and the
Universal Hotel Portfolio Operating Advisor" in this prospectus supplement.

     Application of Payments on the Mezz Cap Loan Pairs. Pursuant to each of
the related Intercreditor Agreements and prior to the occurrence of (i) the
acceleration of a Mezz Cap AB


                                      S-74


Mortgage Loan or the related Subordinate Companion Loan, (ii) a monetary event
of default or (iii) an event of default triggered by the bankruptcy of the
borrower, the borrower will make separate monthly payments of principal and
interest to the Master Servicer and the servicer of the related Subordinate
Companion Loan. Any escrow and reserve payments required in respect of any Mezz
Cap AB Mortgage Loan or the related Subordinate Companion Loan will be paid to
the Master Servicer.

     Following the occurrence and during the continuance of (i) the
acceleration of a Mezz Cap AB Mortgage Loan or its related Subordinate
Companion Loan, (ii) a monetary event of default or (iii) an event of default
triggered by the bankruptcy of the borrower, and subject to certain rights of
the holder of the related Subordinate Companion Loan to purchase the related
Mezz Cap AB Mortgage Loan from the trust, all payments and proceeds (of
whatever nature) on the related Subordinate Companion Loan will be subordinated
to all payments due on the related Mezz Cap AB Mortgage Loan, and the amounts
with respect to such Mezz Cap AB Mortgage Loan and the related Subordinate
Companion Loan will be paid:

     First, to the Master Servicer, Special Servicer, Trustee, Fiscal Agent or
Paying Agent, up to the amount of any unreimbursed costs and expenses paid by
such entity, including unreimbursed advances and interest on those amounts;

     Second, to the Master Servicer and the Special Servicer, in an amount
equal to the accrued and unpaid servicing fees earned by such entity with
respect to the Mezz Cap AB Mortgage Loan and the related Subordinate Companion
Loan;

     Third, to the trust, in an amount equal to interest due with respect to
the Mezz Cap AB Mortgage Loan (excluding any default interest);

     Fourth, to the trust, in an amount equal to the principal balance of the
Mezz Cap AB Mortgage Loan until paid in full;

     Fifth, to the trust, in an amount equal to any prepayment premium, to the
extent actually paid, allocable to the Mezz Cap AB Mortgage Loan;

     Sixth, to the holder of the related Subordinate Companion Loan, up to the
amount of any unreimbursed costs and expenses paid by the holder of the related
Subordinate Companion Loan;

     Seventh, to the holder of the related Subordinate Companion Loan, in an
amount equal to interest due with respect to the related Subordinate Companion
Loan (excluding any default interest);

     Eighth, to the holder of the related Subordinate Companion Loan, in an
amount equal to the principal balance of the related Subordinate Companion Loan
until paid in full;

     Ninth, to the holder of the related Subordinate Companion Loan, in an
amount equal to any prepayment premium, to the extent actually paid, allocable
to the related Subordinate Companion Loan;

     Tenth, to the trust, in an amount equal to any unpaid default interest
accrued on the Mezz Cap AB Mortgage Loan, until paid in full, and then to the
holder of the related Subordinate Companion Loan in an amount equal to default
interest accrued on the related Subordinate Companion Loan;

     Eleventh, to the trust and the holder of the related Subordinate Companion
Loan on a pro rata basis based on initial principal balances, in an amount
equal to late payment charges actually received or collected, other than
prepayment premiums or default interest, that are not payable to any of the
Master Servicer, the Special Servicer, the Fiscal Agent or the Trustee; and

     Twelfth, any excess, to the trust as holder of the Mezz Cap AB Mortgage
Loan and the holder of the related Subordinate Companion Loan, pro rata, based
upon the outstanding principal balances.


                                      S-75


     Application of Amounts Paid to the Trust in Respect of the Mezz Cap AB
Mortgage Loans. Amounts payable to the trust as holder of the Mezz Cap AB
Mortgage Loans pursuant to the related Intercreditor Agreements will be
included in the Available Distribution Amount for each Distribution Date to the
extent described in this prospectus supplement and amounts payable to the
holders of the related Subordinate Companion Loans will be distributed to such
holders net of fees and expenses on the related Subordinate Companion Loans.

     Purchase Options. In the event that (i) any payment of principal or
interest on a Mezz Cap AB Mortgage Loan or its related Subordinate Companion
Loan becomes 90 or more days delinquent, (ii) the principal balance of a Mezz
Cap AB Mortgage Loan or its related Subordinate Companion Loan has been
accelerated, (iii) the principal balance of a Mezz Cap AB Mortgage Loan or its
related Subordinate Companion Loan is not paid at maturity, (iv) the borrower
under a Mezz Cap AB Mortgage Loan or its related Subordinate Companion Loan
declares bankruptcy or is otherwise the subject of a bankruptcy proceeding or
(v) any other event where the cash flow payment under the related Subordinate
Companion Loan has been interrupted and payments are made pursuant to the event
of default waterfall, the holder of the related Subordinate Companion Loan will
be entitled to purchase the related Mezz Cap AB Mortgage Loan from the trust
for a period of 30 days after its receipt of a notice from the Master Servicer
or Special Servicer (on behalf of the trust) of the occurrence of one of the
foregoing events, subject to certain conditions set forth in the related
Intercreditor Agreement. The purchase price will generally equal the unpaid
principal balance of the related Mezz Cap AB Mortgage Loan, together with all
unpaid interest (and, if the date of purchase is not a payment date, accrued
and unpaid interest up to the payment date next succeeding the date of the
purchase) on such Mezz Cap AB Mortgage Loan (other than default interest at the
related mortgage rate and any outstanding servicing expenses, advances and
interest on advances for which the borrower under such Mezz Cap AB Mortgage
Loan is responsible. Unless the borrower or an affiliate is purchasing a
related Mezz Cap AB Mortgage Loan, no prepayment consideration will be payable
in connection with such purchase of a Mezz Cap AB Mortgage Loan.

TOP TEN MORTGAGE LOANS

     The following table shows certain information regarding the ten largest
mortgage loans by Cut-off Date Balance:
<TABLE>

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

Universal Hotel Portfolio .................   $100,000,000         4.6%    $166,667          3.61x         52.8%      Hotel
40 Rector Street ..........................     80,000,000         3.7         $182          1.29x         79.2%      Office
Promenade at Westlake .....................     70,000,000         3.2         $347          1.24x         74.5%      Retail
LXP-ISS ...................................     45,237,981         2.1         $157          1.39x         59.1%      Office
4250 North Fairfax Drive ..................     45,000,000         2.1         $148          2.86x         41.7%      Office
Fort Steuben Mall .........................     42,750,000         2.0         $ 62          1.39x         77.7%      Retail
South Brunswick Square ....................     36,750,000         1.7         $257          1.20x         79.7%      Retail
Hacienda Shopping Center...................     30,800,000         1.4         $252          1.20x         73.3%      Retail
Stirling Covington Center .................     29,950,962         1.4          $77          1.50x         66.6%      Retail
The Shoppes at Susquehanna Marketplace ....     29,600,000         1.4         $269          1.21x         79.4%      Retail
                                              ------------        ----                       ----          ----
Total/Weighted Average ....................   $510,088,043        23.5%                      1.89x         67.1%
                                              ============        ====
</TABLE>

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


     For more information regarding the ten largest mortgage loans, as well as
the next five largest mortgage loans and related Mortgaged Properties, see
Annex A-3 to this prospectus supplement.


                                      S-76


ARD LOANS

     5 mortgage loans (the "ARD Loans"), representing approximately 2.9% of the
Initial Pool Balance, provide that, if after a certain date (the "Anticipated
Repayment Date"), the borrower has not prepaid the related ARD Loan in full,
any principal outstanding on that date will accrue interest at an increased
interest rate (which rate may continue to increase annually after the
Anticipated Repayment Date) (the "Revised Rate") rather than the stated
Mortgage Rate (the "Initial Rate"). The Anticipated Repayment Date for each ARD
Loan is generally 10 years after origination. The Revised Rate for each ARD
Loan is generally equal to the Initial Rate plus at least 2% or the
then-current treasury rate corresponding to a term equal to the remaining
amortization period of such ARD Loan plus at least 2% per annum. After the
Anticipated Repayment Date, each ARD Loan further requires that all cash flow
available from the related Mortgaged Property after payment of the Periodic
Payments required under the terms of the related loan documents and all escrows
and property expenses required under the related loan documents be used to
accelerate amortization of principal on such ARD Loan. While interest at the
Initial Rate continues to accrue and be payable on a current basis on each ARD
Loan after its Anticipated Repayment Date, the payment of interest at the
excess of the Revised Rate over the Initial Rate for such ARD Loan will be
deferred and will be required to be paid, with interest (to the extent
permitted under applicable law and the related mortgage loan documents), only
after the outstanding principal balance of such ARD Loan has been paid in full,
at which time the deferred interest will be paid to the holders of the Class S
Certificates.

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

CERTAIN TERMS AND CONDITIONS OF THE MORTGAGE LOANS

     Mortgage Loans. All of the mortgage loans have a due date of the 1st of
the month.

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

                           OVERVIEW OF GRACE PERIODS

                                            AGGREGATE
                        NUMBER OF       PRINCIPAL BALANCE     % OF INITIAL POOL
   GRACE PERIOD      MORTGAGE LOANS     OF MORTGAGE LOANS          BALANCE
- -----------------   ----------------   -------------------   ------------------
0 days ..........           13           $  187,180,000               8.6%
5 days ..........           13              273,640,000              12.6
7 days ..........          150            1,424,127,249              65.7
8 days ..........            2               40,450,000               1.9
10 days .........           14              223,817,275              10.3
15 days .........            3               17,824,307               0.8
                           ---           --------------             -----
Total ...........          195           $2,167,038,831             100.0%
                           ===           ==============             =====

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


                                      S-77


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

                             INTEREST ACCRUAL BASIS
<TABLE>

                                                   AGGREGATE
                               NUMBER OF       PRINCIPAL BALANCE     % OF INITIAL POOL
 INTEREST ACCRUAL BASIS     MORTGAGE LOANS     OF MORTGAGE LOANS          BALANCE
- ------------------------   ----------------   -------------------   ------------------

Actual/360 .............          192            $2,159,552,695             99.7%
30/360 .................            3                 7,486,136              0.3
                                  ---            --------------            -----
Total ..................          195            $2,167,038,831            100.0%
                                  ===            ==============            =====
</TABLE>

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

                               AMORTIZATION TYPES
<TABLE>

                                                              AGGREGATE
                                          NUMBER OF       PRINCIPAL BALANCE     % OF INITIAL POOL
        TYPE OF AMORTIZATION           MORTGAGE LOANS     OF MORTGAGE LOANS          BALANCE
- -----------------------------------   ----------------   -------------------   ------------------

Balloon Loans
 Partial Interest-Only(1) .........           74            $1,029,320,275            47.5%
 Balloon Loans(2) .................           93               614,376,720            28.4
 Interest-Only ....................           22               492,490,000            22.7
                                              --            --------------           -----
Subtotal ..........................          189            $2,136,186,995            98.6%
Fully Amortizing Loans ............            6                30,851,836             1.4
                                             ---            --------------           -----
Total .............................          195            $2,167,038,831           100.0%
                                             ===            ==============           =====
</TABLE>

- ----------
(1)   Includes 1 partial interest-only ARD loan representing approximately 1.0%
      of the aggregate principal balance of the pool of mortgage loans as of
      the cut-off date.

(2)   Includes 4 amortizing ARD loans representing approximately 1.9% of the
      aggregate principal balance of the pool of mortgage loans as of the
      cut-off date.

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

                       OVERVIEW OF PREPAYMENT PROTECTION
<TABLE>

                                                                   AGGREGATE
                                               NUMBER OF       PRINCIPAL BALANCE     % OF INITIAL POOL
          PREPAYMENT PROTECTION             MORTGAGE LOANS     OF MORTGAGE LOANS          BALANCE
- ----------------------------------------   ----------------   -------------------   ------------------

Lockout period with defeasance .........          168           $1,883,892,494             86.9%
Lockout period followed by yield
 maintenance/defeasance ................           13              187,180,000              8.6
Lockout period followed by yield
 maintenance ...........................           13               78,994,329              3.6
Yield maintenance ......................            1               16,972,007              0.8
                                                  ---           --------------            -----
Total ..................................          195           $2,167,038,831            100.0%
                                                  ===           ==============            =====
</TABLE>

     With respect to 7 mortgage loans, representing approximately 2.2% of the
Initial Pool Balance, "Yield Maintenance Charge" will generally, subject to
variations, be equal to the greater of (in certain cases, the lesser of), (i) a
specified percentage of the amount being prepaid or (ii) the present value, as
of the prepayment date, of the remaining scheduled payments of principal and
interest from the prepayment date through the maturity date or applicable
Anticipated Repayment Date (including any balloon payment) determined by
discounting such payments at the "Discount Rate" defined below (or as stated in
the related loan documents), less the amount of principal being prepaid.

     With respect to 20 mortgage loans, representing approximately 10.8% of the
Initial Pool Balance, "Yield Maintenance Charge" will generally, subject to
variations, be equal to the greater


                                      S-78


of (i) a specified percentage of the amount being prepaid or (ii) the present
value as of the prepayment date, of a series of "Monthly Amounts" assumed to be
paid at the end of each month remaining from the prepayment date through the
maturity date or the Anticipated Repayment Date, as applicable, of such
mortgage loan, discounted at the "Discount Rate". "Monthly Amounts" will
generally mean the note rate of such mortgage loan less the Treasury Rate
divided by 12 and the quotient then multiplied by the amount being prepaid.

     The term "Discount Rate" referred to in the above two calculations
generally means the yield on a U.S. Treasury security that has the most closely
corresponding maturity date to the maturity date, or, the remaining weighted
average life of the mortgage loan, and in some cases adjusted by a specified
percentage, and in some cases, converted to a monthly equivalent yield (as
described in the respective loan documents).

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

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


                            PREPAYMENT OPEN PERIODS
<TABLE>

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

2 ......................            2           $   58,400,000               2.7%
3 ......................            7              111,438,358               5.1
4 ......................          172            1,865,582,486              86.1
5 ......................            1                4,500,000               0.2
7 ......................            5               63,094,579               2.9
13 .....................            5               41,742,543               1.9
25 .....................            3               22,280,864               1.0
                                  ---           --------------             -----
Total ..................          195           $2,167,038,831             100.0%
                                  ===           ==============             =====
</TABLE>

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

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


                                      S-79


result of a casualty or condemnation, provided that no event of default exists.
In addition, certain of the mortgage loans permit the related borrower, after a
partial casualty or partial condemnation, to prepay the remaining principal
balance of the mortgage loan (after application of the related Insurance and
Condemnation Proceeds to pay the principal balance of the mortgage loan), which
may in certain cases not be accompanied by any prepayment consideration,
provided that the prepayment of the remaining balance is made within a
specified period of time following the date of the application of proceeds or
award. Certain of the mortgage loans provide for a recast of the amortization
schedule and an adjustment of the scheduled debt service payments on the
mortgage loan upon application of specified amounts of Insurance and
Condemnation Proceeds to pay the related unpaid principal balance. Certain of
the mortgage loans provide for a recast of the amortization schedule and an
adjustment of the scheduled debt service payments on the mortgage loan upon
application of certain holdbacks, if such holdbacks are not used for their
specified purpose, to pay the related unpaid principal balance of such mortgage
loan. Such application of the holdback may require a payment of a corresponding
amount of a yield maintenance charge or prepayment premium based upon the
amount of the principal being paid. Furthermore, the enforceability, under the
laws of a number of states, of provisions providing for payments comparable to
the Yield Maintenance Charges or prepayment premiums upon an involuntary
prepayment is unclear. We cannot assure you that, at the time a Yield
Maintenance Charge or prepayment premium is required to be made on a mortgage
loan in connection with an involuntary prepayment, the obligation to pay the
Yield Maintenance Charge or prepayment premium will be enforceable under
applicable state law. See "Certain Legal Aspects of Mortgage Loans--Default
Interest and Limitations on Prepayments" in the prospectus.

     Defeasance; Collateral Substitution; Property Releases. The terms of 181
of the mortgage loans, representing approximately 95.6% of the Initial Pool
Balance, permit the applicable borrower on any due date after a specified
period (the "Defeasance Lockout Period"), provided no event of default exists,
to obtain a release of all or a portion of a Mortgaged Property from the lien
of the related Mortgage in exchange for a grant of a security interest in
certain government securities (a "Defeasance"). The Defeasance Lockout Period
is at least two years from the Closing Date. The release is subject to certain
conditions, including, among other conditions, that the borrower:

          (a) pays or delivers to the Master Servicer on any due date (the
     "Release Date") (1) all interest accrued and unpaid on the principal
     balance of the Mortgage Note to but not including the Release Date, (2) all
     other sums due under the mortgage loan and all other loan documents
     executed in connection with the related mortgage loan, (3) funds to
     purchase direct non-callable obligations of the United States of America
     or, in certain cases, other U.S. government obligations providing payments
     (x) on or prior to all successive scheduled payment dates from the Release
     Date to the related maturity date (or, in some cases, the first day of the
     open period) including the balloon payment (or the Anticipated Repayment
     Date, including all amounts due and outstanding on the ARD Loan), assuming,
     in the case of each ARD Loan, a balloon payment that would be due assuming
     that the mortgage loan is prepaid on the related Anticipated Repayment Date
     (or, in some cases, the first day of the open period for such ARD Loan) and
     (y) in amounts at least equal to the scheduled payments due on those dates
     under the mortgage loan or the related defeased amount of the mortgage loan
     in the case of a partial defeasance (including any balloon payment), and
     (4) any costs and expenses incurred in connection with the purchase of the
     U.S. government obligations; and

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

     The mortgage loans secured by more than one Mortgaged Property that permit
release of one or more of the Mortgaged Properties without releasing all such
Mortgaged Properties by means of partial Defeasance generally require that
either (or, in some cases, both) (1) prior to the


                                      S-80


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

     The related borrower or, if the borrower is not required to do so under
the mortgage loan documents, the Master Servicer, will be responsible for
purchasing the U.S. government obligations on behalf of the borrower at the
borrower's expense. Simultaneously with these actions, the related Mortgaged
Property will be released from the lien of the mortgage loan and the pledged
U.S. government obligations (together with any Mortgaged Property not released,
in the case of a partial Defeasance) will be substituted as the collateral
securing the mortgage loan.

     In general, a successor borrower established or designated by the related
borrower (or, if the borrower is not required to do so under the mortgage loan
documents, established or designated by the Master Servicer) will assume all of
the defeased obligations of a borrower exercising a Defeasance option under a
mortgage loan and the borrower will be relieved of all of the defeased
obligations under the mortgage loan. In other cases, the existing borrower will
remain liable for all of the defeased obligations, subject to the mortgage loan
documents, after releasing the Mortgaged Property.

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

     The terms of 6 of the mortgage loans (identified as Loan Nos. 118, 133,
152, 176, 178 and 179 on Annex A-1 to this prospectus supplement), representing
approximately 1.0% of the Initial Pool Balance, which are cross-collateralized
and cross-defaulted, permit the borrower to substitute up to 50% of the
aggregate appraised value of the related Mortgaged Properties with one or more
properties, provided that the total percentage of the aggregate appraised value
of the related Mortgaged Properties may never be greater than 20% multifamily
facilities, 40% single tenant facilities and 40% self storage facilities. In
connection with any such substitution, a borrower may obtain a release of the
lien of the mortgage loan encumbering the related Mortgaged Property subject,
in each case, to the satisfaction of, among other things, the following
conditions: (a) the fair market value of the substitute property must be not
less than 110% of the fair market value of the substituted property as of the
substitution closing date, (b) after giving effect to the substitution, the
debt service coverage ratio for the substitute property must exceed 110% of the
greater of (i) the aggregate debt service coverage ratio of the Mortgaged
Properties immediately prior to the substitution for the 12 full calendar
months immediately preceding the substitution closing date, or (ii) the debt
service coverage ratio of the substituted property for the 12 full calendar
months immediately preceding the substitution closing date, and (c) the lender
must receive written confirmation from each Rating Agency that such
substitution will not result in a withdrawal, qualification or downgrade of the
respective ratings in effect immediately prior to such substitution for the
Certificates.

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

     In addition, certain of the mortgage loans permit the release of one or
more portions of the related Mortgaged Property without releasing all of such
Mortgaged Property by means of partial release that generally requires the
satisfaction of certain conditions, including (1) the payment of a specified
percentage (generally between 110% and 125%) of the allocated loan amount or
value of such portions to be released and/or (2) certain debt service coverage
ratio


                                      S-81


and/or LTV Ratio tests (if applicable) be satisfied with respect to the
remaining portions of the Mortgaged Property after the partial release.

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

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

     With respect to a mortgage loan with a "due-on-encumbrance" clause, the
Master Servicer, with respect to non-Specially Serviced Mortgage Loans and the
Special Servicer, with respect to Specially Serviced Mortgage Loans will be
required (a) to exercise any right it may have with respect to a mortgage loan
containing a "due-on-encumbrance" clause (1) to accelerate the payments
thereon, or (2) to withhold its consent to the creation of any additional lien
or other encumbrance, consistent with the Servicing Standards or (b) to waive
its right to exercise such rights, provided, that with respect to such waiver
of rights, (i) if the mortgage loan is a non-Specially Serviced Mortgage Loan,
the Master Servicer has made a recommendation and obtained the consent (or
deemed consent) of the Special Servicer and (ii) the Master Servicer or Special
Servicer, as the case may be, has obtained from each Rating Agency a
confirmation that such waiver would not result in the downgrade, withdrawal or
qualification of the then-current ratings on any Class of outstanding
Certificates if such mortgage loan (1) has an outstanding principal balance
(together with any cross-collateralized mortgage loan) that is greater than or
equal to 2% of the aggregate Stated Principal Balance of the mortgage loans
(provided, however, if the mortgage loan is greater than or equal to 2% of the
aggregate Stated Principal Balance of the mortgage loans, but less than
$5,000,000, a confirmation from each Rating Agency will not be required) or (2)
has a loan-to-value Ratio greater than 85% (including any proposed


                                      S-82


debt) or (3) has a debt service coverage ratio less than 1.20x (in each case,
determined based upon the aggregate of the Stated Principal Balance of the
mortgage loan and the principal amount of the proposed additional loan) or (4)
is one of the ten largest mortgage loans (by Stated Principal Balance) or (5)
has a principal balance over $20,000,000. Any confirmation required will be at
the related borrower's expense, to the extent permitted by the related mortgage
loan documents; provided, that to the extent the mortgage loan documents are
silent as to who bears the costs of any such confirmation, the Master Servicer
or Special Servicer will use reasonable efforts to have the related borrower
bear such costs and expenses.

     Notwithstanding the foregoing, the existence of any additional
indebtedness may increase the difficulty of refinancing the related mortgage
loan at its maturity date or Anticipated Repayment Date, as applicable, and
increase the possibility that reduced cash flow could result in deferred
maintenance. Also, if the holder of the additional debt has filed for
bankruptcy or been placed in involuntary receivership, foreclosure of the
related mortgage loan could be delayed. See "Certain Legal Aspects of Mortgage
Loans--Due-on-Sale and Due-on-Encumbrance" and "--Subordinate Financing" in the
prospectus.

     Hazard, Liability and Other Insurance. The mortgage loans generally
require that each Mortgaged Property be insured by a hazard insurance policy in
an amount (subject to an approved deductible) at least equal to the lesser of
(a) the outstanding principal balance of the related mortgage loan and (b) 100%
of the replacement cost of the improvements located on the related Mortgaged
Property, and if applicable, that the related hazard insurance policy contain
appropriate endorsements or have been issued in an amount sufficient to avoid
the application of co-insurance and not permit reduction in insurance proceeds
for depreciation; provided, that in the case of certain of the mortgage loans,
the hazard insurance may be in such other amounts as was required by the
related originator. Certain mortgage loans permit a borrower to satisfy its
insurance coverage requirement by permitting its tenant to self-insure.

     In general, the standard form of hazard insurance policy covers physical
damage to, or destruction of, the improvements on the Mortgaged Property by
fire, lightning, explosion, smoke, windstorm and hail, riot or strike and civil
commotion, subject to the conditions and exclusions set forth in each policy.
Each mortgage loan generally also requires the related borrower to maintain
comprehensive general liability insurance against claims for personal and
bodily injury, death or property damage occurring on, in or about the related
Mortgaged Property in an amount generally equal to at least $1,000,000. Each
mortgage loan generally further requires the related borrower to maintain
business interruption insurance in an amount not less than approximately 100%
of the gross rental income from the related Mortgaged Property for not less
than 12 months. In general, the mortgage loans (including those secured by
Mortgaged Properties located in California) do not require earthquake
insurance. 37 of the Mortgaged Properties securing mortgage loans representing
approximately 19.3% of the Initial Pool Balance, are located in areas that are
considered a high earthquake risk (seismic zones 3 or 4). These areas include
all or parts of the States of California, Nevada and Tennessee. One Mortgaged
Property securing a mortgage loan (identified as Loan No. 98 on Annex A-1 to
this prospectus supplement), representing approximately 0.3% of the Initial
Pool Balance, was determined to have a probable maximum loss ("PML") of 26% and
the borrower has obtained earthquake insurance for the property.

     Generally, such environmental insurance policy obtained in lieu of a Phase
I environmental site assessment is a blanket policy covering the Mortgage Loan
Seller's mortgage loans for which such assessments were not obtained. The
policy insures the trust against losses, with a per incident limit set at 125%
of the outstanding balance of the mortgage loan and an aggregate limit equal to
a percentage of the aggregate outstanding principal balance of the mortgage
loans covered by the policy, resulting from certain known and unknown
environmental conditions in violation of applicable environmental standards at
the related Mortgaged Property during the applicable policy period, which
continues for a period at least equal to the lesser of (a) five years beyond
the maturity date of the related mortgage loan and (b) twenty years beyond the
date of origination of the related mortgage loan, provided no foreclosure has


                                      S-83


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

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

ADDITIONAL MORTGAGE LOAN INFORMATION

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

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

     With respect to mortgage loans secured by more than one Mortgaged
Property, the information presented in this prospectus supplement with respect
to debt service coverage ratios and loan-to-value ratios assumes that the debt
service coverage ratio and loan-to-value ratio with respect to each Mortgaged
Property is the debt service coverage ratio or loan-to-value ratio of the
mortgage loan in the aggregate.

     For purposes of the statistical information in this prospectus supplement,
unless otherwise noted, all numerical and statistical information presented in
this prospectus supplement, including Cut-off Date Balances, loan-to-value
ratios and debt service coverages with respect to each AB Mortgage Loan is
calculated without regard to the related Subordinate Companion Loan.

     For purposes of the statistical information in this prospectus supplement,
unless otherwise noted, all numbers and statistical information do not include
the Universal Hotel Portfolio Companion Notes or the Universal Hotel Portfolio
B Note. With respect to the Universal Hotel Portfolio Loan, the loan amount
used in this prospectus supplement for purposes of weighting the individual
loan-to-value ratios and debt service coverage ratios is the principal balance
of the Universal Hotel Portfolio Loan. The loan amount used in this prospectus
supplement for purposes of calculating its loan-to-value ratios and debt
service coverage ratios is the aggregate principal balance of the Universal
Hotel Portfolio Loan and the Universal Hotel Portfolio Companion


                                      S-84


Notes. The principal balance of the Universal Hotel Portfolio B Note is
included in the calculation of loan-to-value ratios and debt service coverage
ratios only where expressly indicated.

     A Current Report on Form 8-K (the "Form 8-K") will be available to
purchasers of the Offered Certificates on or shortly after the Closing Date and
will be filed, together with the Pooling and Servicing Agreement, with the
Securities and Exchange Commission. If mortgage loans are removed from or added
to the pool of mortgage loans as set forth above, the removal or addition will
be noted in the Form 8-K.

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

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

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

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

     The UW NCFs and UW NOIs used as a basis for calculating the UW DSCRs
presented in this prospectus supplement, including the tables presented on
Annex A-1 and Annex A-2 were derived principally from operating statements
obtained from the respective borrowers (the "Operating Statements"). With
respect to mortgage loans secured by newly constructed Mortgaged


                                      S-85


Properties, the UW NCFs and UW NOIs used as a basis for calculating UW DSCRs
are derived principally from rent rolls, tenant leases and the appraisers'
projected expense levels. The Operating Statements and rent rolls were not
audited and in most cases were not prepared in accordance with generally
accepted accounting principles. To increase the level of consistency between
the Operating Statements and rent rolls, in some instances, adjustments were
made to such Operating Statements. These adjustments were principally for real
estate tax and insurance expenses (e.g., adjusting for the payment of two years
of expenses in one year), and to eliminate obvious items not related to the
operation of the Mortgaged Property. However, such adjustments were subjective
in nature and may not have been made in a uniform manner.

     The tables presented in Annex A-2 that are entitled "Cut-off Date LTV
Ratios" and "Maturity Date LTV Ratios" set forth the range of LTV Ratios of the
mortgage loans as of the Cut-off Date and the stated maturity dates or
Anticipated Repayment Date of the mortgage loans. An "LTV Ratio" for any
mortgage loan, as of any date of determination, is a fraction, expressed as a
percentage, the numerator of which is the scheduled principal balance of the
mortgage loan as of that date (assuming no defaults or prepayments on the
mortgage loan prior to that date), and the denominator of which is the
appraised value of the related Mortgaged Property or Mortgaged Properties as
determined by an appraisal of the property obtained at or about the time of the
origination of the mortgage loan. In the case of 7 mortgage loans (identified
as Loan Nos. 7, 10, 29, 56, 82, 86 and 134 on Annex A-1 to this prospectus
supplement), representing approximately 5.0% of the Initial Pool Balance, the
stabilized appraised value was used as defined in the related appraisal.
However, in the event that a mortgage loan is part of a cross-collateralized
group of mortgage loans, the LTV Ratio is the fraction, expressed as a
percentage, the numerator of which is the scheduled principal balance of all
the mortgage loans in the cross-collateralized group and the denominator of
which is the aggregate of the appraised values of all the Mortgaged Properties
related to the cross-collateralized group. The LTV Ratio as of the mortgage
loan maturity date or Anticipated Repayment Date, as the case may be, set forth
in Annex A-2 was calculated based on the principal balance of the related
mortgage loan on the maturity date or Anticipated Repayment Date, as the case
may be, assuming all principal payments required to be made on or prior to the
mortgage loan's maturity date or Anticipated Repayment Date, as the case may be
(not including the balloon payment), are made. In addition, because it is based
on the value of a Mortgaged Property determined as of loan origination, the
information set forth in this prospectus supplement, in Annex A-1 and in Annex
A-2 is not necessarily a reliable measure of the related borrower's current
equity in each Mortgaged Property. In a declining real estate market, the
appraised value of a Mortgaged Property could have decreased from the appraised
value determined at origination and the current actual LTV Ratio of a mortgage
loan may be higher than its LTV Ratio at origination even after taking into
account amortization since origination.

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

THE MORTGAGE LOAN SELLERS

     The Mortgage Loan Sellers are JPMorgan Chase Bank, N.A. and CIBC Inc.
JPMorgan Chase Bank, N.A. is an affiliate of the depositor and J.P. Morgan
Securities Inc., one of the Underwriters. CIBC Inc. is an affiliate of CIBC
World Markets Corp., one of the Underwriters.

JPMORGAN CHASE BANK, N.A.

     JPMorgan Chase Bank, N.A., is a wholly-owned bank subsidiary of JPMorgan
Chase & Co., a Delaware corporation. JPMorgan Chase Bank, N.A., is a commercial
bank offering a wide range of banking services to its customers both
domestically and internationally. It is chartered, and its


                                      S-86


business is subject to examination and regulation, by the Office of the
Comptroller of the Currency, a bureau of the United States Department of the
Treasury. It is a member of the Federal Reserve System and its deposits are
insured by the Federal Deposit Insurance Corporation.

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

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

     JPMorgan Chase Bank, N.A., is also an affiliate of J.P. Morgan Chase
Commercial Mortgage Securities Corp., which is the Depositor, and is an
affiliate of J.P. Morgan Securities Inc., which is acting as an Underwriter for
this transaction.

CIBC INC.

     CIBC Inc. is a majority owned subsidiary of Canadian Imperial Holdings
Inc. and is incorporated under the laws of Delaware. Canadian Imperial Holdings
Inc. is a wholly-owned subsidiary of CIBC Delaware Holdings Inc., also a
Delaware corporation, which is a subsidiary of Canadian Imperial Bank of
Commerce. Canadian Imperial Bank of Commerce is a bank chartered under the Bank
Act of Canada, having its head office in the City of Toronto, in the Province
of Ontario, Canada. It is licensed to do business in the United States through
its agency located in New York, New York. CIBC Inc. is a commercial finance
company that originates commercial and multifamily real estate loans and
purchases participations in loans from third party lenders. CIBC Inc. has
offices in Atlanta, Chicago, Houston, Dallas, Salt Lake City, San Francisco,
Los Angeles and New York.

     The information set forth in this prospectus supplement concerning the
Mortgage Loan Sellers and their underwriting standards has been provided by the
Mortgage Loan Sellers.

UNDERWRITING GUIDELINES AND PROCESSES

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

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

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


                                      S-87


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

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

     Environmental Site Assessment. Prior to origination, the related Mortgage
Loan Seller either (i) obtains or updates an environmental site assessment
("ESA") for a Mortgaged Property prepared by a qualified environmental firm or
(ii) obtains an environmental insurance policy for a Mortgaged Property. If an
ESA is obtained or updated, the related Mortgage Loan Seller reviews the ESA to
verify the absence of reported violations of applicable laws and regulations
relating to environmental protection and hazardous waste. In cases in which the
ESA identifies such violations, the related Mortgage Loan Seller requires the
borrower to carry out satisfactory remediation activities prior to the
origination of the mortgage loan, or to establish an operations and maintenance
plan or to place sufficient funds in escrow at the time of origination of the
mortgage loan to complete such remediation within a specified period of time,
or to obtain an environmental insurance policy for the Mortgaged Property or to
provide an indemnity agreement with respect to such condition, or to receive
appropriate assurances that significant remediation activities are not
necessary or required.

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

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

     Title Insurance Policy. The borrower is required to provide, and the
related Mortgage Loan Seller reviews, a title insurance policy for each
Mortgaged Property. The title insurance policy must meet the following
requirements: (a) the policy must be written by a title insurer licensed to do
business in the jurisdiction where the Mortgaged Property is located; (b) the
policy must be in an amount equal to the original principal balance of the
mortgage loan; (c) the protection and


                                      S-88


benefits must run to the mortgagee and its successors and assigns; (d) the
policy should be written on a standard policy form of the American Land Title
Association or equivalent policy promulgated in the jurisdiction where the
Mortgaged Property is located; and (e) the legal description of the Mortgaged
Property in the title policy must conform to that shown on the survey of the
Mortgaged Property, where a survey has been required.

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

REPRESENTATIONS AND WARRANTIES; REPURCHASES AND SUBSTITUTIONS

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

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

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

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

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

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

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

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

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


                                      S-89


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

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

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

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

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

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

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

          (p) to the Mortgage Loan Seller's knowledge, as of the date of
     origination of the mortgage loan, based on inquiry customary in the
     industry, and to the Mortgage Loan Seller's actual knowledge, as of the
     Closing Date, the related Mortgaged Property is, in all material respects,
     in compliance with, and is used and occupied in accordance with applicable
     zoning law, except to the extent any material non-compliance therewith is
     insured by the title insurance policy (or binding commitment therefor) or
     law and ordinance insurance coverage has been obtained;

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

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

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

          (t) to the Mortgage Loan Seller's knowledge, as of the date of
     origination of the mortgage loan, and to Mortgage Loan Seller's actual
     knowledge, as of the Closing Date, there are no pending actions, suits or
     proceedings by or before any court or other


                                      S-90


     governmental authority against or affecting the related borrower under the
     mortgage loan or the Mortgaged Property which, if determined against the
     borrower or property would materially and adversely affect the value of
     such property or ability of the borrower or the current use of the
     Mortgaged Property to generate net cash flow sufficient to pay principal,
     interest and other amounts due under the mortgage loan.

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

     A "Qualified Substitute Mortgage Loan" is a mortgage loan that must, on
the date of substitution: (a) have an outstanding principal balance, after
application of all scheduled payments of principal and/or interest due during
or prior to the month of substitution, whether or not received, not in excess
of the Stated Principal Balance of the deleted mortgage loan as of the due date
in the calendar month during which the substitution occurs; (b) have a Mortgage
Rate not less than the Mortgage Rate of the deleted mortgage loan; (c) have the
same due date


                                      S-91


and a grace period no longer than that of the deleted mortgage loan; (d) accrue
interest on the same basis as the deleted mortgage loan (for example, on the
basis of a 360-day year consisting of twelve 30-day months); (e) have a
remaining term to stated maturity not greater than, and not more than two years
less than, the remaining term to stated maturity of the deleted mortgage loan;
(f) have a then-current LTV Ratio equal to the lesser of the deleted mortgage
loan as of the Closing Date or 75%, in each case using a "value" for the
Mortgaged Property as determined using an appraisal conducted by a member of
the Appraisal Institute ("MAI"); (g) comply (except in a manner that would not
be adverse to the interests of the Certificateholders) in all material respects
with all of the representations and warranties set forth in the applicable
Purchase Agreement; (h) have an environmental report with respect to the
related Mortgaged Property that will be delivered as a part of the related
servicing file; (i) have a then-current debt service coverage ratio equal to
the greater of the original debt service coverage ratio of the deleted mortgage
loan as of the Closing Date, and 1.25x; (j) constitute a "qualified replacement
mortgage" within the meaning of Section 860G(a)(4) of the Code as evidenced by
an opinion of counsel (provided at the applicable Mortgage Loan Seller's
expense); (k) not have a maturity date or an amortization period that extends
to a date that is after the date two years prior to the Rated Final
Distribution Date; (l) have prepayment restrictions comparable to those of the
deleted mortgage loan; (m) not be substituted for a deleted mortgage loan
unless the Trustee has received prior confirmation in writing by each Rating
Agency that the substitution will not result in the withdrawal, downgrade, or
qualification of the then-current rating assigned by such Rating Agency to any
class of Certificates then rated by such Rating Agency, respectively (the cost,
if any, of obtaining the confirmation to be paid by the applicable Mortgage
Loan Seller); (n) have been approved by the Directing Certificateholder; (o)
prohibit Defeasance within two years of the Closing Date; and (p) not be
substituted for a deleted mortgage loan if it would result in the termination
of the REMIC status of either the Lower-Tier REMIC or the Upper-Tier REMIC or
the imposition of tax on either REMIC other than a tax on income expressly
permitted or contemplated to be imposed by the terms of the Pooling and
Servicing Agreement. In the event that more than one mortgage loan is
substituted for a deleted mortgage loan or mortgage loans, then (x) the amounts
described in clause (a) are required to be determined on the basis of aggregate
principal balances and (y) each proposed substitute mortgage loan shall
individually satisfy each of the requirements specified in clauses (b) through
(p), except (z) the rates described in clause (b) above and the remaining term
to stated maturity referred to in clause (e) above are required to be
determined on a weighted average basis, provided that no individual Mortgage
Rate (net of the Servicing Fee and the Trustee Fee) shall be lower than the
highest fixed Pass-Through Rate (and not subject to a cap equal to the WAC
Rate) of any class of Certificates having a principal balance then outstanding.
When a Qualified Substitute Mortgage Loan is substituted for a deleted mortgage
loan, the applicable Mortgage Loan Seller will be required to certify that the
mortgage loan meets all of the requirements of the above definition and send
the certification to the Trustee and the Directing Certificateholder.

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


                                      S-92


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

REPURCHASE OR SUBSTITUTION OF CROSS-COLLATERALIZED MORTGAGE LOANS

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

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


                                      S-93


exercise of remedies. "Primary Collateral" means the Mortgaged Property
directly securing a Crossed Loan and excluding any property as to which the
related lien may only be foreclosed upon by exercise of the
cross-collateralization provisions of such loan.

LOCKBOX ACCOUNTS

     With respect to 82 mortgage loans (the "Lockbox Loans"), representing
approximately 57.2% of the Initial Pool Balance, one or more accounts
(collectively, the "Lockbox Accounts") have been or may be established into
which the related borrower, property manager and/or tenants directly deposit
rents or other revenues from the related Mortgaged Property. Pursuant to the
terms of 3 Lockbox Loans, representing approximately 5.9% of the Initial Pool
Balance, the related Lockbox Accounts were required to be established on the
origination dates of the related mortgage loans into which operating lessees
are required to make deposits directly and amounts may not be released to the
borrowers, unless, with respect to certain Lockbox Loans, all debt service and
required reserve account deposits have been made. Pursuant to the terms of 10
Lockbox Loans, representing approximately 13.4% of the Initial Pool Balance, a
cash management account was required to be established for such mortgage loans
on or about the origination date of such mortgage loans into which the
operating lessees are required to deposit rents directly, but the related
borrower will have withdrawal rights until the occurrence of certain events
specified in the related mortgage loan documents. Pursuant to the terms of 69
Lockbox Loans, representing approximately 38.0% of the Initial Pool Balance,
the related mortgage loan documents provide for the establishment of a Lockbox
Account upon the occurrence of certain events (such as (i) an event of default
under the related mortgage loan documents, (ii) the date 3 months prior to the
Anticipated Repayment Date or (iii) the related Anticipated Repayment Date).
Except as set forth above, the agreements governing the Lockbox Accounts
provide that the borrower has no withdrawal or transfer rights with respect to
the related Lockbox Account. The Lockbox Accounts will not be assets of either
REMIC.


                                      S-94


                        DESCRIPTION OF THE CERTIFICATES

GENERAL

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

     The Depositor's Commercial Mortgage Pass-Through Certificates, Series
2005-CIBC12 (the "Certificates") will consist of the following classes (each, a
"Class"): the Class A-1, Class A-2, Class A-3A1, Class A-3A2, Class A-3B, Class
A-4 and Class A-SB Certificates (collectively, the "Class A Certificates"), the
Class X-1 and Class X-2 Certificates (collectively, the "Class X
Certificates"), and the Class A-M, Class A-J, Class B, Class C, Class D, Class
E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class P, Class NR, Class S, Class UHP, Class R and Class LR Certificates. The
Class A-3A1 Certificates and the Class A-3A2 Certificates are referred to
collectively in this prospectus supplement as the "Class A-3A Certificates."
The Class A Certificates and the Class X Certificates are referred to
collectively in this prospectus supplement as the "Senior Certificates." The
Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G,
Class H, Class J, Class K, Class L, Class M, Class N, Class P and Class NR
Certificates are referred to collectively in this prospectus supplement as the
"Subordinate Certificates." The Class A-M, Class A-J, Class B, Class C and
Class D Certificates are referred to in this prospectus supplement as the
"Subordinate Offered Certificates." The Class R and Class LR Certificates are
referred to collectively in this prospectus supplement as the "Residual
Certificates." The Class UHP Certificates are referred to collectively in this
prospectus supplement as the "Class UHP Certificates." The Class UHP
Certificates will be entitled to receive distributions only from collections on
the Universal Hotel Portfolio B Note in accordance with the Universal Hotel
Portfolio Intercreditor Agreement and the Pooling and Servicing Agreement.

     Only the Class A-1, Class A-2, Class A-3A1, Class A-3A2, Class A-3B, Class
A-4, Class A-SB, Class A-M, Class A-J, Class X-2, Class B, Class C and Class D
Certificates are offered hereby (collectively, the "Offered Certificates"). The
Class X-1, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class
M, Class N, Class P, Class NR, Class S, Class R, Class LR and Class UHP
Certificates (collectively, the "Non-Offered Certificates") have not been
registered under the Securities Act of 1933, as amended, and are not offered
hereby.

     The "Certificate Balance" of any Class of Certificates (other than the
Class S Certificates, Class X Certificates and Residual Certificates)
outstanding at any time represents the maximum amount that its holders are
entitled to receive as distributions allocable to principal from the cash flow
on the mortgage loans and the other assets in the trust fund. On each
Distribution Date, the Certificate Balance of each Class of Certificates will
be reduced by any distributions of principal actually made on, and any
Collateral Support Deficit actually allocated to, that Class of Certificates
(other than the Class S Certificates, Class X-1 Certificates, Class X-2
Certificates and Residual Certificates) on that Distribution Date. With respect
to any Class of Certificates that has unreimbursed Collateral Support Deficit
allocated to such Class, the Certificate Balance of such


                                      S-95


Class may be increased by the amount of any recoveries of Nonrecoverable
Advances, up to the unreimbursed Collateral Support Deficit for such Class,
allocated in accordance with the distribution priorities described under
"--Distributions--Priority" below. The initial Certificate Balance of each
Class of Offered Certificates is expected to be the balance set forth on the
cover of this prospectus supplement. The Class S Certificates, the Class X-1
Certificates, the Class X-2 Certificates and the Residual Certificates will not
have Certificate Balances or entitle their holders to distributions of
principal.

     The Class X Certificates will not have Certificate Balances, but will
represent the right to receive distributions of interest in an amount equal to
the aggregate interest accrued on their respective notional amounts (each, a
"Notional Amount"). The Notional Amount of the Class X-1 Certificates will
equal the aggregate of the Certificate Balances of each Class of Certificates
(other than the Class X-1, Class X-2, Class S, Class R, Class LR and Class UHP
Certificates) (the "Principal Balance Certificates") outstanding from
time-to-time. The initial Notional Amount of the Class X-1 Certificates will be
approximately $2,167,038,830.

     The Notional Amount of the Class X-2 Certificates from time to time will
equal the sum of the components of the Class X-2 Certificates (each, a "Class
X-2 Component"). Each of the Class X-2 Components will relate to a particular
Class of Series 2005-CIBC12 Principal Balance Certificates and, at any time
during any of the periods specified on Annex D to this prospectus supplement,
will equal the lesser of (a) the specific amount identified in the table on
Annex D to this prospectus supplement with respect to the related Class of
Series 2005-CIBC12 Principal Balance Certificates for that period and (b) the
then Certificate Balance of the related Class of Series 2005-CIBC12 Principal
Balance Certificates. Notwithstanding anything to the contrary in this
prospectus supplement, the Notional Amount of the Class X-2 Certificates will
be $0 following the Distribution Date in July 2012.

     The initial Notional Amount of the Class X-2 Certificates will be
approximately $2,100,087,000.

     The Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class
M, Class N, Class P and Class NR Certificates will have an aggregate initial
Certificate Balance of approximately $176,072,830.

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

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

     The Offered Certificates will initially be represented by one or more
global certificates registered in the name of the nominee of The Depository
Trust Company ("DTC"). The Depositor has been informed by DTC that DTC's
nominee will be Cede & Co. No person acquiring an interest in the Offered
Certificates (this person, a "Certificate Owner") will be entitled to receive
an Offered Certificate in fully registered, certificated form, a definitive
certificate, representing its interest in that Class, except as set forth under
"--Book-Entry Registration and Definitive Certificates" below. Unless and until
definitive certificates are issued, all references to actions by holders of the
Offered Certificates will refer to actions taken by DTC upon instructions
received from Certificate Owners through its participating organizations
(together with Clearstream Banking, societe anonyme ("Clearstream") and
Euroclear Bank, as operator of the Euroclear System ("Euroclear") participating
organizations, the "Participants"), and all references in this prospectus
supplement to payments, notices, reports and statements to holders of the
Offered


                                      S-96


Certificates will refer to payments, notices, reports and statements to DTC or
Cede & Co., as the registered holder of the Offered Certificates, for
distribution to Certificate Owners through DTC and its Participants in
accordance with DTC procedures. See "Description of the
Certificates--Book-Entry Registration and Definitive Certificates" in the
prospectus.

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

BOOK-ENTRY REGISTRATION AND DEFINITIVE CERTIFICATES

     General. Certificate Owners may hold their Certificates through DTC (in
the United States) or Clearstream or Euroclear (in Europe) if they are
Participants in that system, or indirectly through organizations that are
Participants in those systems. Clearstream and Euroclear will hold omnibus
positions on behalf of the Clearstream Participants and the Euroclear
Participants, respectively, through customers' securities accounts in
Clearstream's and Euroclear's names on the books of their respective
depositories (collectively, the "Depositories") which in turn will hold those
positions in customers' securities accounts in the Depositories' names on the
books of DTC. DTC is a limited purpose trust company organized under the New
York Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code and a "clearing
agency" registered pursuant to Section 17A of the Securities Exchange Act of
1934, as amended. DTC was created to hold securities for its Participants and
to facilitate the clearance and settlement of securities transactions between
Participants through electronic computerized book-entries, thereby eliminating
the need for physical movement of certificates. Participants include securities
brokers and dealers, banks, trust companies and clearing corporations ("Direct
Participants"). Indirect access to the DTC system also is available to others
(such as banks, brokers, dealers and trust companies that clear through or
maintain a custodial relationship with a Participant), either directly or
indirectly ("Indirect Participants"). Transfers between DTC Participants will
occur in accordance with DTC rules.

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

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

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

     Certificate Owners that are not Direct or Indirect Participants but desire
to purchase, sell or otherwise transfer ownership of, or other interests in,
the Offered Certificates may do so only through Direct and Indirect
Participants. In addition, Certificate Owners will receive all distributions of
principal of and interest on the Offered Certificates from the Paying Agent
through DTC and its Direct and Indirect Participants. Accordingly, Certificate
Owners may experience delays in their receipt of payments, since those payments
will be forwarded by the


                                      S-97


Paying Agent to Cede & Co., as nominee of DTC. DTC will forward those payments
to its Participants, which thereafter will forward them to Indirect
Participants or beneficial owners of Offered Certificates. Except as otherwise
provided under "--Reports to Certificateholders; Certain Available Information"
below, Certificate Owners will not be recognized by the Trustee, the Paying
Agent, the Fiscal Agent, the Special Servicer or the Master Servicer as holders
of record of Certificates and Certificate Owners will be permitted to receive
information furnished to Certificateholders and to exercise the rights of
Certificateholders only indirectly through DTC and its Direct and Indirect
Participants.

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

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

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

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

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

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

     Upon the occurrence of an event described in the prospectus in the second
to last paragraph under "Description of the Certificates--Book-Entry
Registration and Definitive Certificates," the Paying Agent is required to
notify, through DTC, Direct Participants who have ownership of Offered
Certificates as indicated on the records of DTC of the availability of
definitive certificates. Upon surrender by DTC of the global certificates
representing the Offered Certificates and upon receipt of instructions from DTC
for re-registration, the Paying Agent will reissue the Offered


                                      S-98


Certificates as definitive certificates issued in the respective Certificate
Balances or Notional Amounts, as applicable, owned by individual Certificate
Owners, and thereafter the Trustee, the Paying Agent, the Fiscal Agent, the
Special Servicer and the Master Servicer will recognize the holders of those
definitive certificates as Certificateholders under the Pooling and Servicing
Agreement.

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

DISTRIBUTIONS

     Method, Timing and Amount. Distributions on the Certificates are required
to be made by the Paying Agent, to the extent of available funds, on the 12th
day of each month or, if the 12th day is not a business day, then on the next
succeeding business day, commencing in August 2005 (each, a "Distribution
Date"). The "Determination Date" for any Distribution Date will be the fourth
business day prior to the related Distribution Date. All distributions (other
than the final distribution on any Certificate) are required to be made to the
Certificateholders in whose names the Certificates are registered at the close
of business on each Record Date. With respect to any Distribution Date, the
"Record Date" will be the last business day of the month preceding the month in
which that Distribution Date occurs. These distributions are required to be
made by wire transfer in immediately available funds to the account specified
by the Certificateholder at a bank or other entity having appropriate
facilities therefor, if the Certificateholder has provided the Paying Agent
with written wiring instructions no less than five business days prior to the
related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions) or otherwise by check mailed
to the Certificateholder. The final distribution on any Certificate is required
to be made in like manner, but only upon presentation and surrender of the
Certificate at the location that will be specified in a notice of the pendency
of the final distribution. All distributions made with respect to a Class of
Certificates will be allocated pro rata among the outstanding Certificates of
that Class based on their respective Percentage Interests.

     The Master Servicer is required to establish and maintain, or cause to be
established and maintained, one or more accounts (collectively, the
"Certificate Account") as described in the Pooling and Servicing Agreement. The
Master Servicer is required to deposit in the Certificate Account on a daily
basis (and in no event later than the business day following receipt in
available funds) all payments and collections due after the Cut-off date and
other amounts received or advanced with respect to the mortgage loans
(including, without limitation, all proceeds received under any hazard, title
or other insurance policy that provides coverage with respect to a Mortgaged
Property or the related mortgage loan or in connection with the full or partial
condemnation of a Mortgaged Property (the "Insurance and Condemnation
Proceeds") and other amounts received and retained in connection with the
liquidation of defaulted mortgage loans or property acquired by foreclosure or
otherwise (the "Liquidation Proceeds")), and will be permitted to make
withdrawals therefrom as set forth in the Pooling and Servicing Agreement.
Notwithstanding the foregoing, the collections on the AB Mortgage Loans will be
limited to the portion of such amounts that are payable to the holder of the
mortgage loan included in the trust pursuant to the related intercreditor
agreement.

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


                                      S-99


described in this prospectus supplement. Each of the Certificate Account and
the Distribution Account will conform to certain eligibility requirements set
forth in the Pooling and Servicing Agreement.

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

     The Paying Agent is required to establish and maintain an "Excess Interest
Distribution Account," which may be a sub-account of the Distribution Account,
in the name of the Trustee for the benefit of the holders of the Class S
Certificates. Prior to the applicable Distribution Date, the Master Servicer is
required to remit to the Paying Agent for deposit into the Excess Interest
Distribution Account an amount equal to the Excess Interest received prior to
the related Determination Date.

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

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

     The aggregate amount available for distribution to Certificateholders
(other than the holders of the Class S and Class UHP Certificates) on each
Distribution Date (the "Available Distribution Amount") will, in general, equal
the sum of the following amounts (not including any amounts allocable to the
Universal Hotel Portfolio B Note pursuant to the Universal Hotel Portfolio
Intercreditor Agreement) (without duplication):

     (x) the total amount of all cash received on the mortgage loans and any
REO Properties that is on deposit in the Certificate Account, the Lower-Tier
Distribution Account and, without duplication, the REO Account, as of the
related Master Servicer Remittance Date, exclusive of (without duplication):

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


                                     S-100


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

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

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

          (5) Excess Interest;

          (6) all Yield Maintenance Charges;

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

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

     (y) all P&I Advances made by the Master Servicer, the Trustee or the
Fiscal Agent, as applicable, with respect to the Distribution Date (net of
certain amounts that are due or reimbursable to persons other than the
Certificateholders) (not including any P&I Advance made on the Universal Hotel
Portfolio B Note). See "Description of the Pooling Agreements--Certificate
Account" in the prospectus; and

     (z)  with respect to the Distribution Date occurring in each March, the
related Withheld Amounts (not including any Withheld Amount on the Universal
Hotel B Note) required to be deposited in the Lower-Tier Distribution Account
pursuant to the Pooling and Servicing Agreement.

     The "Due Period" for each Distribution Date and any mortgage loan will be
the period commencing on the day immediately following the due date for the
mortgage loan in the month preceding the month in which that Distribution Date
occurs and ending on and including the due date for the mortgage loan in the
month in which that Distribution Date occurs; provided, that the first Due
Period with respect to any mortgage loan with its first due date in August 2005
will begin on the Cut-off Date of such mortgage loan and the first Due Period
with respect to any mortgage loan with its first due date in September 2005
will begin on August 1, 2005.

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

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

     First, to pay interest on the Class A-1, Class A-2, Class A-3A, Class
A-3B, Class A-4, Class A-SB and Class X Certificates, pro rata, up to an amount
equal to the aggregate Interest Distribution Amount for those Classes, in each
case based upon their respective entitlements to interest for that Distribution
Date;

     Second, to the Class A-1, Class A-2, Class A-3A, Class A-3B, Class A-4 and
Class A-SB Certificates, in reduction of the Certificate Balances of those
Classes, concurrently: (A) first, to the Class A-SB


                                     S-101


Certificates, in an amount equal to the Principal Distribution Amount for such
Distribution Date until the Certificate Balance of the Class A-SB Certificates
has been reduced to the Class A-SB Planned Principal Balance, for such
Distribution Date (B) then, to the Class A-1 Certificates, in an amount equal
to the Principal Distribution Amount (or the portion of it remaining after
payments specified in clause (A) above) for such Distribution Date until the
Certificate Balance of the Class A-1 Certificates has been reduced to zero, (C)
then, to the Class A-2 Certificates, in an amount equal to the Principal
Distribution Amount (or the portion of it remaining after payments specified in
clauses (A) and (B) above) for such Distribution Date until the Certificate
Balance of the Class A-2 Certificates has been reduced to zero, (D) then, to
the Class A-3A Certificates and the Class A-3B Certificates, pro rata (based
upon their Certificate Balances), in an amount equal to the Principal
Distribution Amount (or the portion of it remaining after payments specified in
clauses (A), (B) and (C) above) for such Distribution Date until the
Certificate Balances of the Class A-3A and Class A-3B Certificates have been
reduced to zero, provided that amounts allocable to the Class A-3A Certificates
will be distributed first to the Class A-3A1 Certificates until their
Certificate Balance has been reduced to zero and then to the Class A-3A2
Certificates until their Certificate Balance has been reduced to zero, (E)
then, to the Class A-4 Certificates, in an amount equal to the Principal
Distribution Amount (or the portion of it remaining after payments specified in
clauses (A), (B), (C) and (D) above) for such Distribution Date until the
Certificate Balance of the Class A-4 Certificates has been reduced to zero, and
(F) then, to the Class A-SB Certificates in an amount equal to the Principal
Distribution Amount (or the portion of it remaining after payments specified in
clauses (A), (B), (C), (D) and (E) above) for such Distribution Date until the
Certificate Balance of the Class A-SB Certificates has been reduced to zero;

     Third, to the Class A-1, Class A-2, Class A-3A, Class A-3B, Class A-4 and
Class A-SB Certificates, pro rata (based upon the aggregate unreimbursed
Collateral Support Deficit allocated to each Class), until all amounts of
Collateral Support Deficit previously allocated to those Classes, but not
previously reimbursed, have been reimbursed in full;

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

     Fifth, following reduction of the Certificate Balances of the Class A
Certificates to zero, to the Class A-M Certificates in reduction of their
Certificate Balance, an amount equal to the Principal Distribution Amount (or
the portion of it remaining after distributions on the Class A Certificates on
that Distribution Date), until the Certificate Balance of that Class has been
reduced to zero;

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

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

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

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

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

     Eleventh, following reduction of the Certificate Balances of the Class A
Certificates, Class A-M Certificates and Class A-J Certificates to zero, to the
Class B Certificates, in reduction of their


                                     S-102


Certificate Balance, an amount equal to the Principal Distribution Amount (or
the portion of it remaining after distributions on the Class A Certificates,
Class A-M Certificates and Class A-J Certificates on that Distribution Date),
until the Certificate Balance of that Class has been reduced to zero;

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

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

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

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

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

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

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

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

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

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

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

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

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


                                     S-103


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

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

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

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

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

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

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

     Thirty-second, following reduction of the Certificate Balances of the
Class A Certificates, Class A-M Certificates, Class A-J Certificates, Class B
Certificates, Class C Certificates, Class D Certificates, Class E Certificates,
Class F Certificates, Class G Certificates and Class H Certificates to zero, to
the Class J Certificates, in reduction of their Certificate Balance, an amount
equal to the Principal Distribution Amount (or the portion of it remaining
after distributions on the Class A Certificates, Class A-M Certificates, Class
A-J Certificates, Class B Certificates, Class C Certificates, Class D
Certificates, Class E Certificates, Class F Certificates, Class G Certificates
and Class H Certificates on that Distribution Date), until the Certificate
Balance of that Class has been reduced to zero;

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

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

     Thirty-fifth, following reduction of the Certificate Balances of the Class
A Certificates, Class A-M Certificates, Class A-J Certificates, Class B
Certificates, Class C Certificates, Class D Certificates, Class E Certificates,
Class F Certificates, Class G Certificates, Class H Certificates and Class J
Certificates to zero, to the Class K Certificates, in reduction of their
Certificate Balance, an amount equal to the Principal Distribution Amount (or
the portion of it remaining after distributions on the Class A Certificates,
Class A-M Certificates, Class A-J Certificates, Class B Certificates, Class C
Certificates, Class D Certificates, Class E Certificates, Class F Certificates,
Class G Certificates, Class H Certificates and Class J Certificates on that
Distribution Date), until the Certificate Balance of that Class has been
reduced to zero;


                                     S-104


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

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

     Thirty-eighth, following reduction of the Certificate Balances of the
Class A Certificates, Class A-M Certificates, Class A-J Certificates, Class B
Certificates, Class C Certificates, Class D Certificates, Class E Certificates,
Class F Certificates, Class G Certificates, Class H Certificates, Class J
Certificates and Class K Certificates to zero, to the Class L Certificates, in
reduction of their Certificate Balance, an amount equal to the Principal
Distribution Amount (or the portion of it remaining after distributions on the
Class A Certificates, Class A-M Certificates, Class A-J Certificates, Class B
Certificates, Class C Certificates, Class D Certificates, Class E Certificates,
Class F Certificates, Class G Certificates, Class H Certificates, Class J
Certificates and Class K Certificates on that Distribution Date), until the
Certificate Balance of that Class has been reduced to zero;

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

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

     Forty-first, following reduction of the Certificate Balances of the Class
A Certificates, Class A-M Certificates, Class A-J Certificates, Class B
Certificates, Class C Certificates, Class D Certificates, Class E Certificates,
Class F Certificates, Class G Certificates, Class H Certificates, Class J
Certificates, Class K Certificates and Class L Certificates to zero, to the
Class M Certificates, in reduction of their Certificate Balance, an amount
equal to the Principal Distribution Amount (or the portion of it remaining
after distributions on the Class A Certificates, Class A-M Certificates, Class
A-J Certificates, Class B Certificates, Class C Certificates, Class D
Certificates, Class E Certificates, Class F Certificates, Class G Certificates,
Class H Certificates, Class J Certificates, Class K Certificates and Class L
Certificates on that Distribution Date), until the Certificate Balance of that
Class has been reduced to zero;

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

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

     Forty-fourth, following reduction of the Certificate Balances of the Class
A Certificates, Class A-M Certificates, Class A-J Certificates, Class B
Certificates, Class C Certificates, Class D Certificates, Class E Certificates,
Class F Certificates, Class G Certificates, Class H Certificates, Class J
Certificates, Class K Certificates, Class L Certificates and Class M
Certificates to zero, to the Class N Certificates, in reduction of their
Certificate Balance, an amount equal to the Principal Distribution Amount (or
the portion of it remaining after distributions on the Class A Certificates,
Class A-M Certificates, Class A-J Certificates, Class B Certificates, Class C
Certificates, Class D Certificates, Class E Certificates, Class F Certificates,
Class G Certificates, Class H Certificates, Class J Certificates, Class K
Certificates, Class L Certificates and Class M Certificates on that
Distribution Date), until the Certificate Balance of that Class has been
reduced to zero;

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

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

     Forty-seventh, following reduction of the Certificate Balances of the
Class A Certificates, Class A-M Certificates, Class A-J Certificates, Class B
Certificates, Class C Certificates, Class D


                                     S-105


Certificates, Class E Certificates, Class F Certificates, Class G Certificates,
Class H Certificates, Class J Certificates, Class K Certificates, Class L
Certificates, Class M Certificates and Class N Certificates to zero, to the
Class P Certificates, in reduction of their Certificate Balance, an amount
equal to the Principal Distribution Amount (or the portion of it remaining
after distributions on the Class A Certificates, Class A-M Certificates, Class
A-J Certificates, Class B Certificates, Class C Certificates, Class D
Certificates, Class E Certificates, Class F Certificates, Class G Certificates,
Class H Certificates, Class J Certificates, Class K Certificates, Class L
Certificates, Class M Certificates and Class N Certificates on that
Distribution Date), until the Certificate Balance of that Class has been
reduced to zero;

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

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

     Fiftieth, following reduction of the Certificate Balances of the Class A
Certificates, Class A-M Certificates, Class A-J Certificates, Class B
Certificates, Class C Certificates, Class D Certificates, Class E Certificates,
Class F Certificates, Class G Certificates, Class H Certificates, Class J
Certificates, Class K Certificates, Class L Certificates, Class M Certificates,
Class N Certificates and Class P Certificates to zero, to the Class NR
Certificates, in reduction of their Certificate Balance, an amount equal to the
Principal Distribution Amount (or the portion of it remaining after
distributions on the Class A Certificates, Class A-M Certificates, Class A-J
Certificates, Class B Certificates, Class C Certificates, Class D Certificates,
Class E Certificates, Class F Certificates, Class G Certificates, Class H
Certificates, Class J Certificates, Class K Certificates, Class L Certificates,
Class M Certificates, Class N Certificates and Class P Certificates on that
Distribution Date), until the Certificate Balance of that Class has been
reduced to zero;

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

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

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

     Notwithstanding the distribution priority second set forth above, on and
after the Distribution Date on which the Certificate Balances of the
Subordinate Certificates have all been reduced to zero as a result of the
allocation of mortgage loan losses to those certificates (that date, the
"Cross-Over Date"), the Principal Distribution Amount will be distributed
pursuant to priority second set forth above, pro rata (based upon their
respective Certificate Balances), among the Classes of Class A-1, Class A-2,
Class A-3A, Class A-3B, Class A-4 and Class A-SB Certificates without regard to
the priorities set forth above or the Class A-SB Planned Principal Balance.

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

     The Pass-Through Rate on the Class A-1 Certificates is a per annum rate
equal to 4.5060%.

     The Pass-Through Rate on the Class A-2 Certificates is a per annum rate
equal to 4.7390%.

     The Pass-Through Rate on the Class A-3A1 Certificates is a per annum rate
equal to 4.8240%.

                                     S-106


     The Pass-Through Rate on the Class A-3A2 Certificates is a per annum rate
equal to 4.9280%.

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

     The Pass-Through Rate on the Class A-4 Certificates is a per annum rate
equal to 4.8950%.

     The Pass-Through Rate on the Class A-SB Certificates is a per annum rate
equal to 4.8460%.

     The Pass-Through Rate on the Class A-M Certificates is a per annum rate
equal to 4.9480%, subject to a maximum rate equal to the WAC Rate.

     The Pass-Through Rate on the Class A-J Certificates is a per annum rate
equal to 4.9870%, subject to a maximum rate equal to the WAC Rate.

     The Pass-Through Rate on the Class B Certificates is a per annum rate
equal to the WAC Rate minus 0.320%.

     The Pass-Through Rate on the Class C Certificates is a per annum rate
equal to the WAC Rate minus 0.290%.

     The Pass-Through Rate on the Class D Certificates is a per annum rate
equal to the WAC Rate minus 0.201%.

     The Pass-Through Rate on the Class E Certificates is a per annum rate
equal to the WAC Rate minus 0.103%.

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

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

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

     The Pass-Through Rate on the Class J Certificates is a per annum rate
equal to 4.6770%, subject to a maximum rate equal to the WAC Rate.

     The Pass-Through Rate on the Class K Certificates is a per annum rate
equal to 4.6770%, subject to a maximum rate equal to the WAC Rate.

     The Pass-Through Rate on the Class L Certificates is a per annum rate
equal to 4.6770%, subject to a maximum rate equal to the WAC Rate.

     The Pass-Through Rate on the Class M Certificates is a per annum rate
equal to 4.6770%, subject to a maximum rate equal to the WAC Rate.

     The Pass-Through Rate on the Class N Certificates is a per annum rate
equal to 4.6770%, subject to a maximum rate equal to the WAC Rate.

     The Pass-Through Rate on the Class P Certificates is a per annum rate
equal to 4.6770%, subject to a maximum rate equal to the WAC Rate.

     The Pass-Through Rate on the Class NR Certificates is a per annum rate
equal to 4.6770%, subject to a maximum rate equal to the WAC Rate.

     The Pass-Through Rates applicable to the Class X-1 and Class X-2
Certificates for the initial Distribution Date will equal approximately 0.0526%
and 0.5051% per annum, respectively.

     The Pass-Through Rate for the Class X-1 Certificates for each Distribution
Date will equal the weighted average of the respective Class X-1 Strip Rates,
at which interest accrues from time to time on the respective components (the
"Class X-1 Components") of the Class X-1 Certificates outstanding immediately
prior to such Distribution Date (weighted on the basis of the respective
balances of those Class X-1 Components immediately prior to the Distribution
Date). Each Class X-1 Component will be comprised of all or a designated
portion of the Certificate Balance of one of the Classes of Principal Balance
Certificates. In general, the Certificate Balance of each Class of Principal
Balance Certificates will constitute a separate Class X-1 Component. However,
if


                                     S-107


a portion, but not all, of the Certificate Balance of any particular Class of
Principal Balance Certificates is identified under "--General" above as being
part of the Notional Amount of the Class X-2 Certificates immediately prior to
any Distribution Date, then the identified portion of the Certificate Balance
will also represent one or more separate Class X-1 Components for purposes of
calculating the Pass-Through Rate of the Class X-1 Certificates, and the
remaining portion of the Certificate Balance will represent one or more
separate Class X-1 Components for purposes of calculating the Pass-Through Rate
of the Class X-1 Certificates. For each Distribution Date through and including
the Distribution Date in July 2012, the "Class X-1 Strip Rate" for each Class
X-1 Component will be calculated as follows:

          (a) if such Class X-1 Component consists of the entire Certificate
     Balance of any Class of Principal Balance Certificates, and if the
     Certificate Balance also constitutes, in its entirety, a Class X-2
     Component immediately prior to the Distribution Date, then the applicable
     Class X-1 Strip Rate will equal the excess, if any, of (a) the WAC Rate for
     the Distribution Date, over (b)(x) with respect to the Class B, Class C,
     Class D and Class E Certificates, the sum of (i) the Class X-2 Strip Rate
     for the applicable Class X-2 Component and (ii) the Pass-Through Rate in
     effect for the Distribution Date for the applicable Class of Principal
     Balance Certificates and (y) for each other Class of Principal Balance
     Certificates, the greater of (i) the reference rate specified on Schedule I
     for such Distribution Date and (ii) the Pass-Through Rate in effect for the
     Distribution Date for the applicable Class of Principal Balance
     Certificates;

          (b) if such Class X-1 Component consists of a designated portion (but
     not all) of the Certificate Balance of any Class of Principal Balance
     Certificates, and if the designated portion of the Certificate Balance also
     constitutes a Class X-2 Component immediately prior to the Distribution
     Date, then the applicable Class X-1 Strip Rate will equal the excess, if
     any, of (a) the WAC Rate for the Distribution Date, over (b)(x) with
     respect to the Class B, Class C, Class D and Class E Certificates, the sum
     of (i) the Class X-2 Strip Rate for the applicable Class X-2 Component and
     (ii) the Pass-Through Rate in effect for the Distribution Date for the
     applicable Class of Principal Balance Certificates and (y) for each other
     Class of Principal Balance Certificates, the greater of (i) the reference
     rate specified on Schedule I for such Distribution Date and (ii) the
     Pass-Through Rate in effect for the Distribution Date for the applicable
     Class of Principal Balance Certificates;

          (c) if such Class X-1 Component consists of the entire Certificate
     Balance of any Class of Principal Balance Certificates, and if the
     Certificate Balance does not, in whole or in part, also constitute a Class
     X-2 Component immediately prior to the Distribution Date, then the
     applicable Class X-1 Strip Rate will equal the excess, if any, of (a) the
     WAC Rate for the Distribution Date, over (b) the Pass-Through Rate in
     effect for the Distribution Date for the applicable Class of Principal
     Balance Certificates; and

          (d) if such Class X-1 Component consists of a designated portion (but
     not all) of the Certificate Balance of any Class of Principal Balance
     Certificates, and if the designated portion of the Certificate Balance does
     not also constitute a Class X-2 Component immediately prior to the
     Distribution Date, then the applicable Class X-1 Strip Rate will equal the
     excess, if any, of (a) the WAC Rate for the Distribution Date, over (b) the
     Pass-Through Rate in effect for the Distribution Date for the applicable
     Class of Principal Balance Certificates.

     For each Distribution Date after the Distribution Date in July 2012, the
Certificate Balance of each Class of Principal Balance Certificates will
constitute one or more separate Class X-1 Components, and the applicable Class
X-1 Strip Rate with respect to each such Class X-1 Component for each
Distribution Date will equal the excess, if any, of (a) the WAC Rate for the
Distribution Date, over (b) the Pass-Through Rate in effect for the
Distribution Date for the Class of Principal Balance Certificates whose
Certificate Balance makes up the applicable Class X-1 Component.


                                     S-108


     The Pass-Through Rate for the Class X-2 Certificates, for each
Distribution Date through and including the Distribution Date in July 2012,
will equal the weighted average of the respective Class X-2 Strip Rates, at
which interest accrues from time to time on the respective Class X-2 Components
of the Class X-2 Certificates outstanding immediately prior to the Distribution
Date (weighted on the basis of the balances of the applicable Class X-2
Components immediately prior to the Distribution Date). Each Class X-2
Component will be comprised of all or a designated portion of the Certificate
Balance of a specified Class of Principal Balance Certificates. If all or a
designated portion of the Certificate Balance of any Class of Principal Balance
Certificates is identified under "--General" above as being part of the
Notional Amount of the Class X-2 Certificates immediately prior to any
Distribution Date, then that Certificate Balance (or designated portion of that
Certificate Balance) will represent one or more separate Class X-2 Components
for purposes of calculating the Pass-Through Rate of the Class X-2
Certificates. For each Distribution Date through and including the Distribution
Date in July 2012, the "Class X-2 Strip Rate" for each Class X-2 Component will
equal:

     (x) with respect to the Class B, Class C, Class D and Class E
Certificates, the lesser of:

          (a) the Class X-2 Fixed Strip Rate (as defined in the table below),
     and

          (b) the WAC Rate for such Distribution Date less the Pass-Through Rate
     in effect on such Distribution Date for the Class of Principal Balance
     Certificates whose Certificate Balance, or a designated portion of that
     Certificate Balance, comprises such Class X-2 Component, and

     (y) with respect to each other applicable Class of Principal Balance
Certificates, the excess, if any, of:

          (a) the lesser of (a) the reference rate specified on Schedule I for
     such Distribution Date and (b) the WAC Rate for such Distribution Date,
     over

          (b) the Pass-Through Rate in effect on such Distribution Date for the
     Class of Principal Balance Certificates whose Certificate Balance, or a
     designated portion of that Certificate Balance, comprises such Class X-2
     Component.

     After the Distribution Date in July 2012, the Class X-2 Certificates will
cease to accrue interest and will have a 0% Pass-Through Rate.

<TABLE>

CLASS X-2 COMPONENT RELATING TO THE FOLLOWING PRINCIPAL BALANCE CERTIFICATES    CLASS X-2 FIXED STRIP RATE
- -----------------------------------------------------------------------------   --------------------------

Class B ......................................................................             0.290%
Class C ......................................................................             0.260%
Class D ......................................................................             0.171%
Class E ......................................................................             0.073%
</TABLE>

     The Pass-Through Rate on each Class of Offered Certificates for the first
Distribution Date is expected to be as set forth on page S-7 of this prospectus
supplement.

     The "WAC Rate" with respect to any Distribution Date is equal to the
weighted average of the applicable Net Mortgage Rates for the mortgage loans
(not including the Universal Hotel Portfolio B Note) weighted on the basis of
their respective Stated Principal Balances as of the Closing Date, in the case
of the first Distribution Date, or, for all other Distribution Dates, the
preceding Distribution Date.

     The "Net Mortgage Rate" for each mortgage loan is equal to the related
Mortgage Rate in effect from time to time, less the related Administrative Cost
Rate; provided, however, that for purposes of calculating Pass-Through Rates,
the Net Mortgage Rate for any mortgage loan will be determined without regard
to any modification, waiver or amendment of the terms of the mortgage loan,
whether agreed to by the Master Servicer, the Special Servicer or resulting
from a bankruptcy, insolvency or similar proceeding involving the related
borrower. Notwithstanding the foregoing, for mortgage loans that do not accrue
interest on a 30/360 Basis, then, solely for purposes of calculating the
Pass-Through Rate on the Certificates, the Net Mortgage Rate of the mortgage
loan for any one-month period preceding a related due date will be the
annualized


                                     S-109


rate at which interest would have to accrue in respect of the mortgage loan on
the basis of a 360-day year consisting of twelve 30-day months in order to
produce the aggregate amount of interest actually required to be paid in
respect of the mortgage loan during the one-month period at the related Net
Mortgage Rate; provided, however, that with respect to each Withheld Loan, the
Net Mortgage Rate for the one month period (1) prior to the due dates in
January and February in any year which is not a leap year or in February in any
year which is a leap year will be the per annum rate stated in the related
Mortgage Note less the related Administrative Cost Rate, and (2) prior to the
due date in March, will be determined inclusive of the amounts withheld for the
immediately preceding February and, if applicable, January.

     "Administrative Cost Rate" as of any date of determination and with
respect to any mortgage loan will be equal to the sum of the Servicing Fee Rate
and the Trustee Fee Rate.

     "Mortgage Rate" with respect to any mortgage loan is the per annum rate at
which interest accrues on the mortgage loan as stated in the related Mortgage
Note in each case without giving effect to any default rate or an increased
interest rate.

     "Excess Interest" with respect to each ARD Loan is the interest accrued at
the related Revised Rate in respect of each ARD Loan in excess of the interest
accrued at the related Initial Rate, plus any related interest, to the extent
permitted by applicable law.

     Interest Distribution Amount. Interest will accrue for each Class of
Certificates (other than the Class S Certificates and Residual Certificates)
during the related Interest Accrual Period. The "Interest Distribution Amount"
of any Class of Certificates (other than the Class S Certificates and Residual
Certificates) for any Distribution Date is an amount equal to all Distributable
Certificate Interest in respect of that Class of Certificates for that
Distribution Date and, to the extent not previously paid, for all prior
Distribution Dates.

     The "Interest Accrual Period" in respect of each Class of Certificates
(other than the Class S Certificates and the Residual Certificates) for each
Distribution Date will be the calendar month prior to the calendar month in
which that Distribution Date occurs and will be calculated assuming that each
month has 30 days and each year has 360 days.

     The "Distributable Certificate Interest" in respect of each Class of
Certificates (other than the Class S Certificates and the Residual
Certificates) for each Distribution Date is equal to one month's interest at
the Pass-Through Rate applicable to that Class of Certificates for that
Distribution Date accrued for the related Interest Accrual Period on the
related Certificate Balance or Notional Amount, as the case may be, outstanding
immediately prior to that Distribution Date, reduced (other than in the case of
the Class X Certificates) (to not less than zero) by such Class of
Certificates' allocable share (calculated as described below) of the aggregate
of any Prepayment Interest Shortfalls resulting from any principal prepayments
made on the mortgage loans during the related Due Period that are not covered
by the Master Servicer's Compensating Interest Payment for the related
Distribution Date (the aggregate of the Prepayment Interest Shortfalls that are
not so covered, as to the related Distribution Date, the "Net Aggregate
Prepayment Interest Shortfall").

     The portion of the Net Aggregate Prepayment Interest Shortfall for any
Distribution Date that is allocable to each Class of Certificates (other than
the Class S Certificates, the Residual Certificates, the Class X Certificates
and the Class UHP Certificates) will equal the product of (a) the Net Aggregate
Prepayment Interest Shortfall, multiplied by (b) a fraction, the numerator of
which is equal to the Interest Distribution Amount in respect of that Class of
Certificates for the related Distribution Date, and the denominator of which is
equal to the aggregate Interest Distribution Amount in respect of all Classes
of Certificates (other than the Class S Certificates, the Residual
Certificates, the Class X Certificates and the Class UHP Certificates) for the
related Distribution Date.

     Principal Distribution Amount. The "Principal Distribution Amount" for any
Distribution Date is an amount equal to the sum of (a) the Principal Shortfall
for that Distribution Date, (b) the Scheduled Principal Distribution Amount for
that Distribution Date and (c) the Unscheduled


                                     S-110


Principal Distribution Amount for that Distribution Date; provided, that the
Principal Distribution Amount for any Distribution Date will be reduced by the
amount of any reimbursements of (i) Nonrecoverable Advances, with interest on
such Nonrecoverable Advances that are paid or reimbursed from principal
collections on the mortgage loans in a period during which such principal
collections would have otherwise been included in the Principal Distribution
Amount for such Distribution Date and (ii) Workout-Delayed Reimbursement
Amounts paid or reimbursed from principal collections on the mortgage loans in
a period during which such principal collections would have otherwise been
included in the Principal Distribution Amount for such Distribution Date
(provided, that in the case of clause (i) and (ii) above, if any of the amounts
that were reimbursed from principal collections on the mortgage loans are
subsequently recovered on the related mortgage loan, such recovery will
increase the Principal Distribution Amount for the Distribution Date related to
the period in which such recovery occurs).

     The "Scheduled Principal Distribution Amount" for each Distribution Date
will equal the aggregate of the principal portions of (a) all Periodic Payments
(excluding balloon payments and Excess Interest) due during or, if and to the
extent not previously received or advanced and distributed to
Certificateholders on a preceding Distribution Date, prior to the related Due
Period and all Assumed Scheduled Payments for the related Due Period, in each
case to the extent paid by the related borrower as of the related Determination
Date (or, with respect to each mortgage loan with a due date occurring, or a
grace period ending, after the related Determination Date, the related due date
or, last day of such grace period, as applicable) or advanced by the Master
Servicer, the Trustee or the Fiscal Agent, as applicable, and (b) all balloon
payments to the extent received on or prior to the related Determination Date
(or, with respect to each mortgage loan with a due date occurring, or a grace
period ending, after the related Determination Date, the related due date or,
last day of such grace period, as applicable, to the extent received by the
Master Servicer as of the business day preceding the related Master Servicer
Remittance Date), and to the extent not included in clause (a) above. The
Scheduled Principal Distribution Amount from time to time will include all late
payments of principal made by a borrower, including late payments in respect of
a delinquent balloon payment, regardless of the timing of those late payments,
except to the extent those late payments are otherwise reimbursable to the
Master Servicer, the Trustee or the Fiscal Agent, as the case may be, for prior
Advances.

     The "Unscheduled Principal Distribution Amount" for each Distribution Date
will equal the aggregate of: (a) all prepayments of principal received on the
mortgage loans as of the business day preceding the related Master Servicer
Remittance Date; and (b) any other collections (exclusive of payments by
borrowers) received on the mortgage loans and any REO Properties subsequent to
the related Determination Date whether in the form of Liquidation Proceeds,
Insurance and Condemnation Proceeds, net income, rents, and profits from REO
Property or otherwise, that were identified and applied by the Master Servicer
as recoveries of previously unadvanced principal of the related mortgage loan;
provided, that all such Liquidation Proceeds and Insurance and Condemnation
Proceeds shall be reduced by any unpaid Special Servicing Fees, Liquidation
Fees, accrued interest on Advances and other additional trust fund expenses
incurred in connection with the related mortgage loan, thus reducing the
Unscheduled Principal Distribution Amount.

     The "Assumed Scheduled Payment" for any Due Period and with respect to any
mortgage loan that is delinquent in respect of its balloon payment (including
any REO Loan as to which the balloon payment would have been past due), is an
amount equal to the sum of (a) the principal portion of the Periodic Payment
that would have been due on that mortgage loan on the related due date based on
the constant payment required by the related Mortgage Note or the original
amortization schedule of the mortgage loan (as calculated with interest at the
related Mortgage Rate), if applicable, assuming the related balloon payment has
not become due, after giving effect to any reduction in the principal balance
occurring in connection with a default or a bankruptcy modification, and (b)
interest on the Stated Principal Balance of that mortgage loan at its Mortgage
Rate (net of the applicable rate at which the Servicing Fee is calculated).


                                     S-111


     For purposes of the foregoing definition of Principal Distribution Amount,
the term "Principal Shortfall" for any Distribution Date means the amount, if
any, by which (1) the Principal Distribution Amount for the prior Distribution
Date exceeds (2) the aggregate amount distributed in respect of principal on
the Class A-1, Class A-2, Class A-3A1, Class A-3A2, Class A-3B, Class A-4,
Class A-SB, Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F,
Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P and
Class NR Certificates on the preceding Distribution Date. There will be no
Principal Shortfall on the first Distribution Date.

     The "Class A-SB Planned Principal Balance" for any Distribution Date is
the balance shown for such Distribution Date in the table set forth in Schedule
II to this prospectus supplement. Such balances were calculated using, among
other things, certain weighted average life assumptions.

     Based on the above assumptions, the Certificate Balance of the Class A-SB
Certificates on each Distribution Date would be expected to be reduced to the
balance indicated for such Distribution Date in the table set forth in Schedule
II to this prospectus supplement. There is no assurance, however, that the
mortgage loans will perform in conformity with our assumptions. Therefore,
there can be no assurance that the aggregate balance of the Class A-SB
Certificates on any Distribution Date will be equal to the balance that is
specified for such Distribution Date in the table. In particular, once the
Certificate Balances of the Class A-1, Class A-2, Class A-3A1, Class A-3A2,
Class A-3B and Class A-4 Certificates have been reduced to zero, any portion of
the Principal Distribution Amount remaining on any Distribution Date, will be
distributed on the Class A-SB Certificates until the Certificate Balance of that
Class has been reduced to zero. See "Yield and Maturity Considerations--
Weighted Average Life" in this prospectus supplement.

     Certain Calculations with Respect to Individual Mortgage Loans. The Stated
Principal Balance of each mortgage loan outstanding at any time represents the
principal balance of the mortgage loan ultimately due and payable to the
Certificateholders. The "Stated Principal Balance" of each mortgage loan will
initially equal its Cut-off Date Balance and, on each Distribution Date, will
be reduced by the amount of principal payments received from the related
borrower or advanced for such Distribution Date. The Stated Principal Balance
of a mortgage loan may also be reduced in connection with any forced reduction
of its actual unpaid principal balance imposed by a court presiding over a
bankruptcy proceeding in which the related borrower is the debtor. See "Certain
Legal Aspects of Mortgage Loans--Bankruptcy Laws" in the prospectus. If any
mortgage loan is paid in full or the mortgage loan (or any Mortgaged Property
acquired in respect of the mortgage loan) is otherwise liquidated, then, as of
the first Distribution Date that follows the end of the Due Period in which
that payment in full or liquidation occurred and notwithstanding that a loss
may have occurred in connection with any liquidation, the Stated Principal
Balance of the mortgage loan will be zero.

     For purposes of calculating distributions on, and allocations of,
Collateral Support Deficit to the Certificates, as well as for purposes of
calculating the Servicing Fee and Trustee Fee payable each month, each REO
Property will be treated as if there exists with respect to such REO Property
an outstanding mortgage loan or, in the case of the Universal Hotel Portfolio
Whole Loan, any of the loans comprising the Universal Portfolio Whole Loan (an
"REO Loan"), and all references to mortgage loan, mortgage loans and pool of
mortgage loans in this prospectus supplement and in the prospectus, when used
in that context, will be deemed to also be references to or to also include, as
the case may be, any REO Loans. Each REO Loan will generally be deemed to have
the same characteristics as its actual predecessor mortgage loan, including the
same fixed Mortgage Rate (and, accordingly, the same Net Mortgage Rate) and the
same unpaid principal balance and Stated Principal Balance. Amounts due on the
predecessor mortgage loan, including any portion of it payable or reimbursable
to the Master Servicer, Special Servicer, Trustee or Fiscal Agent, will
continue to be "due" in respect of the REO Loan; and amounts received in
respect of the related REO Property, net of payments to be made, or
reimbursement to the Master Servicer, Special Servicer, Trustee or Fiscal Agent
for payments previously advanced, in connection with the operation and
management of that property, generally will be applied by the Master Servicer
as if received on the predecessor mortgage loan.


                                     S-112


     Excess Interest. On each Distribution Date, the Paying Agent is required
to distribute any Excess Interest received with respect to ARD Loans on or
prior to the related Determination Date to the Class S Certificates.

ALLOCATION OF YIELD MAINTENANCE CHARGES AND PREPAYMENT PREMIUMS

     On any Distribution Date, Yield Maintenance Charges, if any, collected in
respect of the mortgage loans during the related Due Period will be required to
be distributed by the Paying Agent to the holders of each Class of Offered
Certificates (excluding the Class X-2 Certificates) and the Class E, Class F,
Class G and Class H Certificates in the following manner: the holders of each
Class of Offered Certificates (excluding the Class X-2 Certificates) and the
Class E, Class F, Class G and Class H Certificates will be entitled to receive
on each Distribution Date an amount of Yield Maintenance Charges equal to the
product of (a) a fraction whose numerator is the amount of principal
distributed to such Class on such Distribution Date and whose denominator is
the total amount of principal distributed to all of the Certificates (other
than the Class UHP Certificates) representing principal payments in respect of
mortgage loans on such Distribution Date, (b) the Base Interest Fraction for
the related principal prepayment and such Class of Certificates and (c) the
Yield Maintenance Charges collected on such principal prepayment during the
related Due Period. If there is more than one such Class of Certificates
entitled to distributions of principal on any particular Distribution Date on
which Yield Maintenance Charges are distributable, the aggregate amount of such
Yield Maintenance Charges will be allocated among all such Classes of
Certificates up to, and on a pro rata basis in accordance with, their
respective entitlements thereto in accordance with the first sentence of this
paragraph. Any Yield Maintenance Charges collected during the related Due
Period remaining after such distributions will be distributed to the holders of
the Class X-1 Certificates.

     The "Base Interest Fraction" with respect to any principal prepayment on
any mortgage loan and with respect to any Class of the Class A-1, Class A-2,
Class A-3A1, Class A-3A2, Class A-3B, Class A-4, Class A-SB, Class A-M, Class
A-J, Class B, Class C, Class D, Class E, Class F, Class G and Class H
Certificates is a fraction (A) whose numerator is the greater of (x) zero and
(y) the difference between (i) the Pass-Through Rate on such Class of
Certificates and (ii) the Discount Rate used in calculating the Yield
Maintenance Charge with respect to such principal prepayment and (B) whose
denominator is the difference between (i) the Mortgage Rate on the related
mortgage loan and (ii) the Discount Rate used in calculating the Yield
Maintenance Charge with respect to such principal prepayment; provided,
however, that under no circumstances will the Base Interest Fraction be greater
than one. If such Discount Rate is greater than the Mortgage Rate on the
related mortgage loan, then the Base Interest Fraction will equal zero.

     Notwithstanding the foregoing, any prepayment premiums collected that are
calculated under the related mortgage loan documents as a specified percentage
of the amount being prepaid will be distributed to the Class X-1 Certificates
entirely.

     For a description of Yield Maintenance Charges, see "Description of the
Mortgage Pool--Certain Terms and Conditions of the Mortgage Loans--Prepayment
Provisions" in this prospectus supplement. See also "Risk Factors--Risks
Relating to Enforceability of Yield Maintenance Charges, Prepayment Premiums or
Defeasance Provisions" in this prospectus supplement and "Certain Legal Aspects
of Mortgage Loans--Default Interest and Limitations on Prepayments" in the
prospectus regarding the enforceability of Yield Maintenance Charges.


                                     S-113


ASSUMED FINAL DISTRIBUTION DATE; RATED FINAL DISTRIBUTION DATE

     The "Assumed Final Distribution Date" with respect to any Class of Offered
Certificates is the Distribution Date on which the aggregate Certificate
Balance of that Class of Certificates would be reduced to zero based on the
assumptions set forth below. The Assumed Final Distribution Date will in each
case be as follows:

             CLASS DESIGNATION                 ASSUMED FINAL DISTRIBUTION DATE
- --------------------------------------------   -------------------------------
Class A-1 ..................................                  January 12, 2010
Class A-2 ..................................                   August 12, 2010
Class A-3A1 ................................                    March 12, 2012
Class A-3A2 ................................                 December 12, 2014
Class A-3B .................................                 December 12, 2014
Class A-4 ..................................                     July 12, 2015
Class A-SB .................................                 February 12, 2015
Class A-M ..................................                     July 12, 2015
Class A-J ..................................                     July 12, 2015
Class X-2 ..................................                     July 12, 2012
Class B ....................................                     July 12, 2015
Class C ....................................                     July 12, 2015
Class D ....................................                   August 12, 2015

     The Assumed Final Distribution Dates set forth above were calculated
without regard to any delays in the collection of balloon payments and without
regard to a reasonable liquidation time with respect to any mortgage loans that
may become delinquent. Accordingly, in the event of defaults on the mortgage
loans, the actual final Distribution Date for one or more Classes of the
Offered Certificates may be later, and could be substantially later, than the
related Assumed Final Distribution Date(s).

     In addition, the Assumed Final Distribution Dates set forth above were
calculated on the basis of a 0% CPR and assuming the ARD Loans are prepaid in
full on their respective Anticipated Repayment Dates. Since the rate of payment
(including prepayments) of the mortgage loans may exceed the scheduled rate of
payments, and could exceed the scheduled rate by a substantial amount, the
actual final Distribution Date for one or more Classes of the Offered
Certificates may be earlier, and could be substantially earlier, than the
related Assumed Final Distribution Date(s). The rate of payments (including
prepayments) on the mortgage loans will depend on the characteristics of the
mortgage loans, as well as on the prevailing level of interest rates and other
economic factors, and we cannot assure you as to actual payment experience.
Finally, the Assumed Final Distribution Dates were calculated assuming that
there would not be an early termination of the trust fund.

     The Rated Final Distribution Date for each Class of Offered Certificates
will be September 12, 2037. See "Ratings" in this prospectus supplement.

SUBORDINATION; ALLOCATION OF COLLATERAL SUPPORT DEFICIT

     The rights of holders of the Subordinate Certificates to receive
distributions of amounts collected or advanced on the mortgage loans will be
subordinated, to the extent described in this prospectus supplement, to the
rights of holders of the Senior Certificates. Moreover, to the extent described
in this prospectus supplement:

     o the rights of the holders of the Class NR Certificates will be
       subordinated to the rights of the holders of the Class P Certificates,

     o the rights of the holders of the Class P and Class NR Certificates will
       be subordinated to the rights of the holders of the Class N Certificates,

     o the rights of the holders of the Class N, Class P, and Class NR
       Certificates will be subordinated to the rights of the holders of the
       Class M Certificates,


                                     S-114


     o the rights of the holders of the Class M, Class N, Class P and Class NR
       Certificates will be subordinated to the rights of the holders of the
       Class L Certificates,

     o the rights of the holders of the Class L, Class M, Class N, Class P and
       Class NR Certificates will be subordinated to the rights of the holders
       of the Class K Certificates,

     o the rights of the holders of the Class K, Class L, Class M, Class N,
       Class P and Class NR Certificates will be subordinated to the rights of
       the holders of the Class J Certificates,

     o the rights of the holders of the Class J, Class K, Class L, Class M,
       Class N, Class P and Class NR Certificates will be subordinated to the
       rights of the holders of the Class H Certificates,

     o the rights of the holders of the Class H, Class J, Class K, Class L,
       Class M, Class N, Class P and Class NR Certificates will be subordinated
       to the rights of the holders of the Class G Certificates,

     o the rights of the holders of the Class G, Class H, Class J, Class K,
       Class L, Class M, Class N, Class P and Class NR Certificates will be
       subordinated to the rights of the holders of the Class F Certificates,

     o the rights of the holders of the Class F, Class G, Class H, Class J,
       Class K, Class L, Class M, Class N, Class P and Class NR Certificates
       will be subordinated to the rights of the holders of the Class E
       Certificates,

     o the rights of the holders of the Class E, Class F, Class G, Class H,
       Class J, Class K, Class L, Class M, Class N, Class P and Class NR
       Certificates will be subordinated to the rights of the holders of the
       Class D Certificates,

     o the rights of the holders of the Class D, Class E, Class F, Class G,
       Class H, Class J, Class K, Class L, Class M, Class N, Class P and Class
       NR Certificates will be subordinated to the rights of the holders of the
       Class C Certificates,

     o the rights of the holders of the Class C, Class D, Class E, Class F,
       Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P
       and Class NR Certificates will be subordinated to the rights of the
       holders of the Class B Certificates,

     o the rights of the holders of the Class B, Class C, Class D, Class E,
       Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N,
       Class P and Class NR Certificates will be subordinated to the rights of
       the holders of the Class A-J Certificates,

     o the rights of the holders of the Class A-J, Class B, Class C, Class D,
       Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M,
       Class N, Class P and Class NR Certificates will be subordinated to the
       rights of the holders of the Class A-M Certificates, and

     o the rights of the holders of the Class A-M, Class A-J, Class B, Class C,
       Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
       Class M, Class N, Class P and Class NR Certificates will be subordinated
       to the rights of the holders of the Senior Certificates.

     This subordination is intended to enhance the likelihood of timely receipt
by the holders of the Senior Certificates of the full amount of all interest
payable in respect of the Senior Certificates on each Distribution Date, and
the ultimate receipt by the holders of the Class A Certificates of principal in
an amount equal to, in each case, the entire Certificate Balance of the Class A
Certificates. Similarly, but to decreasing degrees, this subordination is also
intended to enhance the likelihood of timely receipt by the holders of the
Class A-M Certificates, the holders of the Class A-J Certificates, the holders
of the Class B Certificates, the holders of the Class C Certificates and the
holders of the Class D Certificates of the full amount of interest payable in
respect of that Class of Certificates on each Distribution Date, and the
ultimate receipt by the holders of the Class A-M Certificates, the holders of
the Class A-J Certificates, the holders of the Class B Certificates, the
holders of the Class C Certificates and the holders of the Class D Certificates
of principal equal to the entire Certificate Balance of each of those Classes
of Certificates.


                                     S-115


     The protection afforded to the holders of the Class D Certificates by
means of the subordination of the Non-Offered Certificates that are Subordinate
Certificates (the "Non-Offered Subordinate Certificates"), to the holders of
the Class C Certificates by the subordination of the Class D Certificates and
the Non-Offered Subordinate Certificates, to the holders of the Class B
Certificates by the subordination of the Class C and Class D Certificates and
the Non-Offered Subordinate Certificates, to the holders of the Class A-J
Certificates by the subordination of the Class B, Class C and Class D
Certificates and the Non-Offered Subordinate Certificates, to the holders of
the Class A-M Certificates by the subordination of the Class A-J, Class B,
Class C and Class D Certificates and the Non-Offered Subordinate Certificates
and to the holders of the Senior Certificates by means of the subordination of
the Subordinate Certificates will be accomplished by the application of the
Available Distribution Amount on each Distribution Date in accordance with the
order of priority described under "--Distributions" above and by the allocation
of Collateral Support Deficits in the manner described below. No other form of
credit support will be available for the benefit of the holders of the Offered
Certificates.

     After the Cross-Over Date has occurred, allocation of principal will be
made to the Class A-1, Class A-2, Class A-3A, Class A-3B, Class A-4 and Class
A-SB Certificates that are still outstanding, pro rata, without regard to the
planned principal balance of the Class A-SB Certificates, until their
Certificate Balances have been reduced to zero. Prior to the Cross-Over Date,
allocation of principal will be made first, to the Class A-SB Certificates
until their Certificate Balance has been reduced to the Class A-SB Planned
Principal Balance, second, to the Class A-1 Certificates until their
Certificate Balance has been reduced to zero, third, to the Class A-2
Certificates until their Certificate Balance has been reduced to zero, fourth,
to the Class A-3A Certificates and the Class A-3B Certificates, pro rata (based
upon their Certificate Balances), until the Certificate Balances of the Class
A-3A and Class A-3B Certificates have been reduced to zero, provided that
amounts allocable to the Class A-3A Certificates will be distributed first to
the Class A-3A1 Certificates until their Certificate Balance has been reduced
to zero and then to the Class A-3A2 Certificates until their Certificate
Balance has been reduced to zero, fifth, to the Class A-4 Certificates until
their Certificate Balance has been reduced to zero, and sixth, to the Class
A-SB Certificates until their Certificate Balance has been reduced to zero.

     Allocation to the Class A-1, Class A-2, Class A-3A, Class A-3B, Class A-4
and Class A-SB Certificates, for so long as they are outstanding, of the entire
Principal Distribution Amount (remaining after allocation of principal to the
Class A-SB Certificates until the Class A-SB Certificates are reduced to the
Class A-SB Planned Principal Balance) for each Distribution Date will have the
effect of reducing the aggregate Certificate Balance of the Class A-1, Class
A-2, Class A-3A, Class A-3B, Class A-4 and Class A-SB Certificates at a
proportionately faster rate than the rate at which the aggregate Stated
Principal Balance of the pool of mortgage loans will decline. Therefore, as
principal is distributed to the holders of the Class A-1, Class A-2, Class
A-3A, Class A-3B, Class A-4 and Class A-SB Certificates, the percentage
interest in the trust fund evidenced by the Class A-1, Class A-2, Class A-3A,
Class A-3B, Class A-4 and Class A-SB Certificates will be decreased (with a
corresponding increase in the percentage interest in the trust fund evidenced
by the Subordinate Certificates), thereby increasing, relative to their
respective Certificate Balances, the subordination afforded the Class A-1,
Class A-2, Class A-3A, Class A-3B, Class A-4 and Class A-SB Certificates by the
Subordinate Certificates.

     Following retirement of the Class A-1, Class A-2, Class A-3A, Class A-3B,
Class A-4 and Class A-SB Certificates, the successive allocation on each
Distribution Date of the remaining Principal Distribution Amount to the Class
A-M Certificates, Class A-J Certificates, Class B Certificates, Class C
Certificates, Class D Certificates and the Non-Offered Certificates (other than
the Class X-1 Certificates, Class S Certificates, Class UHP Certificates and
the Residual Certificates), in that order, for so long as they are outstanding,
will provide a similar, diminishing benefit to the Class A-M Certificates, the
Class A-J Certificates and the Class B Certificates, Class C Certificates and
Class D Certificates as to the relative amount of subordination afforded by the
outstanding


                                     S-116


Classes of Certificates (other than the Class S Certificates, the Class X
Certificates, the Class UHP Certificates and the Residual Certificates) with
later sequential designations.

     On each Distribution Date, immediately following the distributions to be
made to the Certificateholders on that date, the Paying Agent is required to
calculate the amount, if any, by which (1) the aggregate Stated Principal
Balance (for purposes of this calculation only, the aggregate Stated Principal
Balance will not be reduced by the amount of principal payments received on the
mortgage loans that were used to reimburse the Master Servicer, the Special
Servicer, the Trustee or the Fiscal Agent from general collections of principal
on the mortgage loans for Workout-Delayed Reimbursement Amounts, to the extent
those amounts are not otherwise determined to be Nonrecoverable Advances) of
the mortgage loans including any REO Loans expected to be outstanding
immediately following that Distribution Date is less than (2) the aggregate
Certificate Balance of the Certificates (other than the Class S, Class X, Class
UHP Certificates and the Residual Certificates) after giving effect to
distributions of principal on that Distribution Date (any deficit, "Collateral
Support Deficit"). The Paying Agent will be required to allocate any Collateral
Support Deficit among the respective Classes of Certificates as follows: to the
Class NR, Class P, Class N, Class M, Class L, Class K, Class J, Class H, Class
G, Class F, Class E, Class D, Class C, Class B, Class A-J and Class A-M
Certificates, in that order, and in each case in respect of and until the
remaining Certificate Balance of that Class of Certificates, has been reduced
to zero. Following the reduction of the Certificate Balances of all Classes of
Subordinate Certificates to zero, the Paying Agent will be required to allocate
the Collateral Support Deficit among the Classes of Class A-1, Class A-2, Class
A-3A1, Class 3-A2, Class A-3B, Class A-4 and Class A-SB Certificates, pro rata
(based upon their respective Certificate Balances), until the remaining
Certificate Balances of the Class A-1, Class A-2, Class A-3A1, Class 3-A2,
Class A-3B, Class A-4 and Class A-SB Certificates have been reduced to zero.
Any Collateral Support Deficit allocated to a Class of Certificates will be
allocated among the respective Certificates of such Class in proportion to the
Percentage Interests evidenced by the respective Certificates.

     Mortgage loan losses and Collateral Support Deficits will not be allocated
to the Class S, Class R or Class LR Certificates and will not be directly
allocated to the Class X Certificates. However, the Notional Amount of the
Class X Certificates may be reduced if the related Class of Certificates are
reduced by such loan losses or such Collateral Support Deficits.

     In general, Collateral Support Deficits could result from the occurrence
of: (1) losses and other shortfalls on or in respect of the mortgage loans,
including as a result of defaults and delinquencies on the mortgage loans,
Nonrecoverable Advances made in respect of the mortgage loans, the payment to
the Special Servicer of any compensation as described in "Servicing of the
Mortgage Loans--Servicing and Other Compensation and Payment of Expenses" in
this prospectus supplement, and the payment of interest on Advances and certain
servicing expenses; and (2) certain unanticipated, non-mortgage loan specific
expenses of the trust fund, including certain reimbursements to the Trustee as
described under "Description of the Pooling Agreements--Certain Matters
Regarding the Trustee" in the prospectus, certain reimbursements to the Paying
Agent as described under "Description of the Certificates--The Trustee and
Paying Agent" below, certain reimbursements to the Master Servicer and the
Depositor as described under "Description of the Pooling Agreements--Certain
Matters Regarding the Master Servicer and the Depositor" in the prospectus, and
certain federal, state and local taxes, and certain tax-related expenses,
payable out of the trust fund as described under "Certain Federal Income Tax
Consequences" and "Federal Income Tax Consequences for REMIC
Certificates--Taxes That May Be Imposed on the REMIC Pool" in the prospectus.
Accordingly, the allocation of Collateral Support Deficit as described above
will constitute an allocation of losses and other shortfalls experienced by the
trust fund.

     A Class of Offered Certificates will be considered outstanding until its
Certificate Balance is reduced to zero. However, notwithstanding a reduction of
its Certificate Balance to zero, reimbursements of any previously allocated
Collateral Support Deficits are required thereafter to be made to a Class of
Offered Certificates in accordance with the payment priorities set forth in
"--Distributions--Priority" above.


                                     S-117


ADVANCES

     On the business day immediately preceding each Distribution Date (the
"Master Servicer Remittance Date"), the Master Servicer will be obligated, to
the extent determined to be recoverable as described below, to make advances
(each, a "P&I Advance") out of its own funds or, subject to the replacement of
those funds as provided in the Pooling and Servicing Agreement, certain funds
held in the Certificate Account that are not required to be part of the
Available Distribution Amount (or the amount otherwise distributable to the
Class UHP Certificates) for that Distribution Date, in an amount equal to (but
subject to reduction as described below) the aggregate of: (1) all Periodic
Payments (net of any applicable Servicing Fees), other than balloon payments,
that were due on the mortgage loans (including the Universal Hotel Portfolio B
Note) and any REO Loan during the related Due Period and not received as of the
business day preceding the Master Servicer Remittance Date; and (2) in the case
of each mortgage loan (including the Universal Hotel Portfolio B Note)
delinquent in respect of its balloon payment as of the related Master Servicer
Remittance Date (including any REO Loan as to which the balloon payment would
have been past due) and each REO Loan, an amount equal to its Assumed Scheduled
Payment. The Master Servicer's obligations to make P&I Advances in respect of
any mortgage loan or REO Loan will continue, except if a determination as to
non-recoverability is made, through and up to liquidation of the mortgage loan
or disposition of the REO Property, as the case may be. However, no interest
will accrue on any P&I Advance made with respect to a mortgage loan unless the
related Periodic Payment is received after the related due date has passed and
any applicable grace period has expired or if the related Periodic Payment is
received prior to the Master Servicer Remittance Date. To the extent that the
Master Servicer fails to make a P&I Advance that it is required to make under
the Pooling and Servicing Agreement, the Trustee will be required to make the
P&I Advance in accordance with the terms of the Pooling and Servicing
Agreement. To the extent that the Trustee fails to make a P&I Advance that it
is required to make under the Pooling and Servicing Agreement, the Fiscal Agent
will be required to make the P&I Advance in accordance with the terms of the
Pooling and Servicing Agreement.

     None of the Master Servicer, the Trustee or the Fiscal Agent will be
required to make a P&I Advance for default interest, Yield Maintenance Charges,
prepayment premiums or Excess Interest or with respect to a Subordinate
Companion Loan.

     If an Appraisal Reduction has been made with respect to any mortgage loan,
including the Universal Hotel Portfolio Whole Loan, and such mortgage loan
experiences subsequent delinquencies, then the interest portion of any P&I
Advance in respect of that mortgage loan for the related Distribution Date will
be reduced (there will be no reduction in the principal portion of such P&I
Advance) to equal the product of (x) the amount of the interest portion of the
P&I Advance for that mortgage loan for the related Distribution Date without
regard to this sentence, and (y) a fraction, expressed as a percentage, the
numerator of which is equal to the Stated Principal Balance of that mortgage
loan immediately prior to the related Distribution Date, net of the related
Appraisal Reduction, if any, and the denominator of which is equal to the
Stated Principal Balance of that mortgage loan immediately prior to the related
Distribution Date. For purposes of the immediately preceding sentence, the
Periodic Payment due on the maturity date for a balloon loan will be the
Assumed Scheduled Payment for the related Distribution Date.

     In addition to P&I Advances, the Master Servicer will also be obligated,
and the Special Servicer will have the option (with respect to emergency
advances) (in each case, subject to the limitations described in this
prospectus supplement), to make advances ("Servicing Advances" and,
collectively with P&I Advances, "Advances") in connection with the servicing
and administration of any mortgage loan, including the Universal Hotel
Portfolio Whole Loan, in respect of which a default, delinquency or other
unanticipated event has occurred or is reasonably foreseeable, or, in
connection with the servicing and administration of any Mortgaged Property or
REO Property, in order to pay delinquent real estate taxes, assessments and
hazard insurance premiums and to cover other similar costs and expenses
necessary to


                                     S-118


preserve the priority of or enforce the related mortgage loan documents or to
protect, lease, manage and maintain the related Mortgaged Property. To the
extent that the Master Servicer fails to make a Servicing Advance that it is
required to make under the Pooling and Servicing Agreement and the Trustee has
notice of this failure, the Trustee will be required to make the required
Servicing Advance in accordance with the terms of the Pooling and Servicing
Agreement. To the extent that the Trustee fails to make a Servicing Advance
that it is required to make under the Pooling and Servicing Agreement, the
Fiscal Agent will be required to make the Servicing Advance in accordance with
the terms of the Pooling and Servicing Agreement.

     The Master Servicer, the Special Servicer, the Trustee or the Fiscal
Agent, as applicable, will be entitled to recover any Advance made out of its
own funds from any amounts collected in respect of a mortgage loan (including,
with respect to a Servicing Advance made with respect to an AB Mortgage Loan in
accordance with the related Intercreditor Agreement, the related Subordinate
Companion Loan), including the Universal Hotel Portfolio B Note, as to which
that Servicing Advance was made, and to recover any P&I Advance made out of its
own funds from any amounts collected in respect of a mortgage loan, whether in
the form of late payments, Insurance and Condemnation Proceeds, Liquidation
Proceeds or otherwise from the related mortgage loan ("Related Proceeds"). With
respect to Advances relating to the Universal Hotel Portfolio B Note, each of
the Master Servicer, the Special Servicer, the Trustee and the Fiscal Agent
will be entitled to recover any such Advance made by it that it subsequently
determines to be a Nonrecoverable Advance out of general funds relating to the
mortgage loans on deposit in the Certificate Account (first from principal
collections and then from interest collections). With respect to Advances,
other than those with respect to the Universal Hotel Portfolio B Note (which
are addressed in the preceding sentence), each of the Master Servicer, the
Special Servicer, the Trustee and the Fiscal Agent will be entitled to recover
any Advance made by it that it subsequently determines to be a Nonrecoverable
Advance out of general funds relating to the mortgage loans on deposit in the
Certificate Account (excluding funds related to the Universal Hotel Portfolio B
Note) first from principal collections and then from interest collections.
Notwithstanding the foregoing, none of the Master Servicer, the Special
Servicer, the Trustee or the Fiscal Agent will be obligated to make any Advance
that it determines in its reasonable judgment would, if made, not be
recoverable (including interest on the Advance) out of Related Proceeds (a
"Nonrecoverable Advance"). The Trustee and Fiscal Agent will be entitled to
rely conclusively on any non-recoverability determination of the Master
Servicer or the Special Servicer. The Fiscal Agent will be entitled to rely
conclusively on any non-recoverability determination of the Trustee. If the
funds in the Certificate Account relating to the mortgage loans (excluding
funds related to the Universal Hotel Portfolio B Note) allocable to principal
on the mortgage loans are insufficient to fully reimburse the party entitled to
reimbursement, then such party as an accommodation may elect, on a monthly
basis, at its sole option and discretion to defer reimbursement of the portion
that exceeds such amount allocable to principal (in which case interest will
continue to accrue on the unreimbursed portion of the advance) for a time as
required to reimburse the excess portion from principal for a consecutive
period up to 12 months and any election to so defer shall be deemed to be in
accordance with the servicing standard; provided, that no such deferral shall
occur at any time to the extent that amounts otherwise distributable as
principal are available for such reimbursement. Each of the Master Servicer,
the Special Servicer, the Trustee and the Fiscal Agent will be entitled to
recover any Advance (together with interest on that Advance) that is
outstanding at the time that a mortgage loan is modified but is not repaid in
full by the borrower in connection with such modification but becomes an
obligation of the borrower to pay such amounts in the future (such Advance, a
"Workout-Delayed Reimbursement Amount") out of principal collections on the
mortgage loans in the Certificate Account. Any amount that constitutes all or a
portion of any Workout-Delayed Reimbursement Amount may in the future be
determined to constitute a Nonrecoverable Advance and thereafter shall be
recoverable as any other Nonrecoverable Advance. In addition, the Special
Servicer may, at its option, in consultation with the Directing
Certificateholder, make a determination in accordance with the Servicing
Standards that any P&I Advance or Servicing Advance, if made, would be a
Nonrecoverable Advance and may deliver to the Master Servicer,


                                     S-119


the Trustee and the Fiscal Agent notice of such determination, which
determination will be conclusive and binding on the Master Servicer, the
Trustee and the Fiscal Agent; however, the Special Servicer will have no such
option to make an affirmative determination that any P&I Advance is, or would
be, recoverable, and in the absence of a determination by the Special Servicer
that such an Advance is non-recoverable, each such decision will remain with
the Master Servicer. In making such non-recoverability determination, such
person will be entitled to consider (among other things) only the obligations
of the borrower under the terms of the related mortgage loan as it may have
been modified, to consider (among other things) the related Mortgaged
Properties in their "as is" or then current conditions and occupancies, as
modified by such party's assumptions regarding the possibility and effects of
future adverse change with respect to such Mortgaged Properties, to estimate
and consider (among other things) future expenses and to estimate and consider
(among other things) the timing of recoveries and will be entitled to give due
regard to the existence of any Nonrecoverable Advances which, at the time of
such consideration, the recovery of which are being deferred or delayed by the
Master Servicer, in light of the fact that Related Proceeds are a source of
recovery not only for the Advance under consideration but also a potential
source of recovery for such delayed or deferred Advance. With respect to the
Universal Hotel Portfolio Loan, if any servicer in connection with a subsequent
securitization of any Universal Hotel Portfolio Companion Note determines that
any P&I Advance with respect to the Universal Hotel Portfolio Companion Note,
if made, would be non-recoverable, such determination will be binding on the
Master Servicer, the Trustee and the Fiscal Agent as it relates to any proposed
P&I Advance with respect to the Universal Hotel Portfolio Loan. In addition,
any such person may update or change its recoverability determinations (but not
reverse any other person's determination that an Advance is non-recoverable) at
any time and may obtain at the expense of the trust any analysis, appraisals or
market value estimates or other information for such purposes. Absent bad
faith, any non-recoverability determination described in this paragraph will be
conclusive and binding on the Certificateholders, the Master Servicer, the
Trustee and the Fiscal Agent. The Master Servicer will be entitled to rely
conclusively on any non-recoverability determination of the Special Servicer
and the Trustee and the Fiscal Agent shall be entitled to rely conclusively on
any non-recoverability determination of the Master Servicer or the Special
Servicer and the Fiscal Agent will be entitled to rely conclusively on any
non-recoverability determination of the Trustee. Nonrecoverable Advances will
represent a portion of the losses to be borne by the Certificateholders. No P&I
Advances will be made by the Master Servicer, the Trustee or the Fiscal Agent
with respect to delinquent amounts in respect of monthly payments or the
balloon payments due on any Subordinate Companion Loan. No Servicing Advances
will be made with respect to any Subordinate Companion Loan if the related AB
Mortgage Loan is no longer part of the trust. Any requirement of the Master
Servicer, Special Servicer, Trustee or Fiscal Agent to make an Advance in the
Pooling and Servicing Agreement is intended solely to provide liquidity for the
benefit of the Certificateholders and not as credit support or otherwise to
impose on any such person the risk of loss with respect to one or more mortgage
loans. See "Description of the Certificates--Advances in Respect of
Delinquencies" and "Description of the Pooling Agreements--Certificate Account"
in the prospectus.

     In connection with its recovery of any Advance, each of the Master
Servicer, the Special Servicer, the Trustee and the Fiscal Agent will be
entitled to be paid, out of any amounts relating to the mortgage loans then on
deposit in the Certificate Account, interest at the Prime Rate (the
"Reimbursement Rate") accrued on the amount of the Advance from the date made
to but not including the date of reimbursement. None of the Master Servicer,
the Trustee or the Fiscal Agent will be entitled to interest on P&I Advances
that accrues before the related due date has passed and any applicable grace
period has expired. The "Prime Rate" will be the prime rate, for any day, set
forth in The Wall Street Journal, New York edition.

     Each Statement to Certificateholders furnished or made available by the
Paying Agent to the Certificateholders will contain information relating to the
amounts of Advances made with respect to the related Distribution Date. See
"Description of the Certificates--Reports to


                                     S-120


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

APPRAISAL REDUCTIONS

     After an Appraisal Reduction Event has occurred with respect to a mortgage
loan (including the Universal Hotel Portfolio Whole Loan), an Appraisal
Reduction is required to be calculated. An "Appraisal Reduction Event" will
occur on the earliest of:

          (1) 120 days after an uncured delinquency (without regard to the
     application of any grace period) occurs in respect of a mortgage loan;

          (2) the date on which a reduction in the amount of Periodic Payments
     on a mortgage loan, or a change in any other material economic term of the
     mortgage loan (other than an extension of its maturity), becomes effective
     as a result of a modification of the related mortgage loan by the Special
     Servicer;

          (3) the date on which a receiver has been appointed;

          (4) 60 days after a borrower declares bankruptcy;

          (5) 60 days after the date on which an involuntary petition of
     bankruptcy is filed with respect to the borrower if not dismissed within
     such time;

          (6) 90 days after an uncured delinquency occurs in respect of a
     balloon payment for a mortgage loan; and

          (7) immediately after a mortgage loan becomes an REO Loan.

     No Appraisal Reduction Event may occur at any time when the aggregate
Certificate Balance of all Classes of Certificates (other than the Class A
Certificates) has been reduced to zero.

     The "Appraisal Reduction" for any Distribution Date and for any mortgage
loan (including the Universal Hotel Portfolio Whole Loan) as to which any
Appraisal Reduction Event has occurred will be an amount calculated by the
Master Servicer, as of the first Determination Date that is at least ten
business days following the date the Special Servicer receives and delivers to
the Master Servicer such appraisal equal to the excess of (a) the Stated
Principal Balance of that mortgage loan over (b) the excess of (1) the sum of
(x) 90% of the appraised value of the related Mortgaged Property as determined
(A) by one or more MAI appraisals with respect to that mortgage loan (together
with any other mortgage loan cross-collateralized with such loan) with an
outstanding principal balance equal to or in excess of $2,000,000 (the costs of
which will be paid by the Master Servicer as an Advance), or (B) by an internal
valuation performed by the Special Servicer with respect to that mortgage loan
(together with any other mortgage loan cross-collateralized with that mortgage
loan) with an outstanding principal balance less than $2,000,000, and (y) all
escrows, letters of credit and reserves in respect of that mortgage loan as of
the date of calculation over (2) the sum as of the due date occurring in the
month of the date of determination of (x) to the extent not previously advanced
by the Master Servicer, the Trustee or the Fiscal Agent, all unpaid interest on
that mortgage loan at a per annum rate equal to the Mortgage Rate, (y) all
Advances not reimbursed from the proceeds of such mortgage loan and interest on
those Advances at the Reimbursement Rate in respect of that mortgage loan and
(z) all currently due and unpaid real estate taxes and assessments, insurance
premiums and ground rents, unpaid Special Servicing Fees and all other amounts
due and unpaid under that mortgage loan (which tax, premiums, ground rents and
other amounts have not been the subject of an Advance by the Master Servicer,
the Special Servicer, the Trustee or the Fiscal Agent, as applicable).

     The Special Servicer will be required to order an appraisal or conduct a
valuation promptly upon the occurrence of an Appraisal Reduction Event. On the
first Determination Date occurring on or after the tenth business day following
delivery to the Master Servicer of the MAI appraisal or the completion of the
valuation, the Master Servicer will be required to calculate and report to


                                     S-121


the Paying Agent, the Appraisal Reduction, taking into account the results of
such appraisal or valuation. In the event that the Master Servicer has not
received any required MAI appraisal within 60 days after the Appraisal
Reduction Event (or, in the case of an appraisal in connection with an
Appraisal Reduction Event described in clauses (1) and (6) of the third
preceding paragraph, within 120 days after the initial delinquency for the
related Appraisal Reduction Event), the amount of the Appraisal Reduction will
be deemed to be an amount equal to 25% of the current Stated Principal Balance
of the related mortgage loan (including the Universal Hotel Portfolio Whole
Loan) until the MAI appraisal is received.

     With respect to the AB Mortgage Loans, Appraisal Reductions will be
calculated based on the aggregate outstanding principal balance of the AB
Mortgage Loan and the related Subordinate Companion Loan, and all resulting
Appraisal Reductions will be allocated to the related Subordinate Companion
Loan prior to being allocated to the AB Mortgage Loan.

     As a result of calculating one or more Appraisal Reductions, the amount of
any required P&I Advance will be reduced, which will have the effect of
reducing the amount of interest available to the most subordinate Class of
Certificates then outstanding (i.e., first to the Class NR Certificates, then
to the Class P Certificates, then to the Class N Certificates, then to the
Class M Certificates, then to the Class L Certificates, then to the Class K
Certificates, then to the Class J Certificates, then to the Class H
Certificates, then to the Class G Certificates, then to the Class F
Certificates, then to the Class E Certificates, then to the Class D
Certificates, then to the Class C Certificates, then to the Class B
Certificates, then to the Class A-J Certificates, and then to the Class A-M
Certificates); provided that with respect to an Appraisal Reduction on the
Universal Hotel Portfolio Whole Loan, such Appraisal Reduction will be applied
to the Class UHP Certificates prior to any application of such Appraisal
Reduction to the Universal Hotel Portfolio Loan and the Universal Hotel
Portfolio Companion Notes. See "--Advances" above.

     With respect to each mortgage loan (including the Universal Hotel
Portfolio Whole Loan) as to which an Appraisal Reduction has occurred (unless
the mortgage loan has remained current for three consecutive Periodic Payments,
and with respect to which no other Appraisal Reduction Event has occurred with
respect to that mortgage loan during the preceding three months), the Special
Servicer is required, within 30 days of each annual anniversary of the related
Appraisal Reduction Event to order an appraisal (which may be an update of a
prior appraisal), the cost of which will be a trust expense, or to conduct an
internal valuation, as applicable. Based upon the appraisal or valuation, the
Master Servicer is required to redetermine and report to the Special Servicer,
the Trustee and the Paying Agent, the recalculated amount of the Appraisal
Reduction with respect to the mortgage loan. Notwithstanding the foregoing, the
Special Servicer will not be required to obtain an appraisal or valuation with
respect to a mortgage loan that is the subject of an Appraisal Reduction Event
to the extent the Special Servicer has obtained an appraisal or valuation with
respect to the related Mortgaged Property within the 12-month period prior to
the occurrence of the Appraisal Reduction Event. Instead, the Special Servicer
may use the prior appraisal or valuation in calculating any Appraisal Reduction
with respect to the mortgage loan, provided that the Special Servicer is not
aware of any material change to the Mortgaged Property, its earnings potential
or risk characteristics, or marketability, or market conditions that has
occurred that would affect the validity of the appraisal or valuation.

     The Universal Hotel Portfolio Whole Loan will be treated as a single
mortgage loan for purposes of calculating an Appraisal Reduction Amount with
respect to the mortgage loans that comprise such whole loan. Any Appraisal
Reduction calculated with respect to the Universal Hotel Portfolio Whole Loan
will be applied first to the Universal Hotel Portfolio B Note. Any Appraisal
Reduction Amount in respect of the Universal Hotel Portfolio Whole Loan that
exceeds the aggregate balance of the Universal Hotel Portfolio B Note will be
allocated to the Universal Hotel Portfolio Loan and the Universal Hotel
Portfolio Companion Notes, pro rata, based on their outstanding principal
balances.

     Any mortgage (including the Universal Hotel Portfolio Whole Loan) loan
previously subject to an Appraisal Reduction that becomes current and remains
current for three consecutive


                                     S-122


Periodic Payments, and with respect to which no other Appraisal Reduction Event
has occurred and is continuing, will no longer be subject to an Appraisal
Reduction.

REPORTS TO CERTIFICATEHOLDERS; CERTAIN AVAILABLE INFORMATION

     On each Distribution Date, the Paying Agent will be required to make
available on its website to each holder of a Certificate, the Master Servicer,
the Underwriters, the Special Servicer, the Directing Certificateholder and the
Universal Hotel Portfolio Operating Advisor, each Rating Agency, the Trustee
and certain assignees of the Depositor, including certain financial market
publishers (which are anticipated to initially be Bloomberg, L.P., Trepp, LLC
and Intex Solutions, Inc.), if any, a statement (a "Statement to
Certificateholders") based solely upon information by the Master Servicer in
accordance with the Commercial Mortgage Securities Association (or any
successor organization reasonably acceptable to the Master Servicer and the
Paying Agent) guidelines setting forth, among other things:

          (1) the amount of the distribution on the Distribution Date to the
     holders of each Class of Certificates in reduction of the Certificate
     Balance of the Certificates;

          (2) the amount of the distribution on the Distribution Date to the
     holders of each Class of Certificates allocable to Distributable
     Certificate Interest;

          (3) the aggregate amount of P&I Advances made in respect of the
     Distribution Date;

          (4) the aggregate amount of compensation paid to the Trustee and the
     Paying Agent and servicing compensation paid to the Master Servicer and the
     Special Servicer with respect to the Due Period for the Distribution Date;

          (5) the aggregate Stated Principal Balance of the mortgage loans and
     any REO Loans outstanding immediately before and immediately after the
     Distribution Date;

          (6) the number, aggregate principal balance, weighted average
     remaining term to maturity and weighted average Mortgage Rate of the
     mortgage loans as of the end of the related Due Period for the Distribution
     Date;

          (7) the number and aggregate principal balance of mortgage loans (A)
     delinquent 30-59 days, (B) delinquent 60-89 days, (C) delinquent 90 days or
     more, (D) current but specially serviced or in foreclosure but not an REO
     Property and (E) for which the related borrower is subject to oversight by
     a bankruptcy court;

          (8) the value of any REO Property included in the trust fund as of the
     Determination Date for the Distribution Date, on a loan-by-loan basis,
     based on the most recent appraisal or valuation;

          (9) the Available Distribution Amount for the Distribution Date;

          (10) the amount of the distribution on the Distribution Date to the
     holders of each Class of Certificates allocable to Yield Maintenance
     Charges;

          (11) the Pass-Through Rate for each Class of Certificates for the
     Distribution Date and the next succeeding Distribution Date;

          (12) the Scheduled Principal Distribution Amount and the Unscheduled
     Principal Distribution Amount for the Distribution Date;

          (13) the Certificate Balance or Notional Amount, as the case may be,
     of each Class of Certificates immediately before and immediately after the
     Distribution Date, separately identifying any reduction in these amounts as
     a result of the allocation of any Collateral Support Deficit on the
     Distribution Date;

          (14) the fraction, expressed as a decimal carried to at least eight
     places, the numerator of which is the then related Certificate Balance or
     Notional Amount, as the case may be, and the denominator of which is the
     related initial aggregate Certificate Balance or Notional


                                     S-123


     Amount, as the case may be, for each Class of Certificates (other than the
     Residual Certificates and the Class S Certificates) immediately following
     the Distribution Date;

          (15) the amount of any Appraisal Reductions effected in connection
     with the Distribution Date on a loan-by-loan basis and the total Appraisal
     Reduction effected in connection with such Distribution Date;

          (16) the number and Stated Principal Balances of any mortgage loans
     extended or modified since the previous Determination Date (or in the case
     of the first Distribution Date, as of the Cut-off Date) on a loan-by-loan
     basis;

          (17) the amount of any remaining unpaid interest shortfalls for each
     Class of Certificates as of the Distribution Date;

          (18) a loan-by-loan listing of each mortgage loan which was the
     subject of a principal prepayment since the previous Determination Date (or
     in the case of the first Distribution Date, as of the Cut-off Date) and the
     amount and the type of principal prepayment occurring;

          (19) a loan-by-loan listing of any mortgage loan that was defeased
     since the previous Determination Date (or in the case of the first
     Distribution Date, as of the Cut-off Date);

          (20) all deposits into, withdrawals from, and the balance of the
     Interest Reserve Account on the related Master Servicer Remittance Date;

          (21) the amount of the distribution on the Distribution Date to the
     holders of each Class of Certificates in reimbursement of Collateral
     Support Deficit;

          (22) the aggregate unpaid principal balance of the mortgage loans
     outstanding as of the close of business on the related Determination Date;

          (23) with respect to any mortgage loan as to which a liquidation
     occurred since the previous Determination Date (or in the case of the first
     Distribution Date, as of the Cut-off Date) (other than a payment in full),
     (A) its loan number, (B) the aggregate of all Liquidation Proceeds which
     are included in the Available Distribution Amount and other amounts
     received in connection with the liquidation (separately identifying the
     portion allocable to distributions on the Certificates) and (C) the amount
     of any Collateral Support Deficit in connection with the liquidation;

          (24) with respect to any REO Property included in the trust as to
     which the Special Servicer determined, in accordance with the Servicing
     Standards, that all payments or recoveries with respect to the Mortgaged
     Property have been ultimately recovered since the previous Determination
     Date, (A) the loan number of the related mortgage loan, (B) the aggregate
     of all Liquidation Proceeds and other amounts received in connection with
     that determination (separately identifying the portion allocable to
     distributions on the Certificates) and (C) the amount of any realized loss
     in respect of the related REO Loan in connection with that determination;

          (25) the aggregate amount of interest on P&I Advances paid to the
     Master Servicer, the Trustee and the Fiscal Agent since the previous
     Determination Date (or in the case of the first Distribution Date, as of
     the Cut-off Date);

          (26) the aggregate amount of interest on Servicing Advances paid to
     the Master Servicer, the Special Servicer, the Trustee and the Fiscal Agent
     since the previous Determination Date (or in the case of the first
     Distribution Date, as of the Cut-off Date);

          (27) the original and then-current credit support levels for each
     Class of Certificates;

          (28) the original and then-current ratings for each Class of
     Certificates;

          (29) the amount of the distribution on the Distribution Date to the
     holders of the Residual Certificates; and


                                     S-124


          (30) the aggregate amount of Yield Maintenance Charges collected since
     the previous Determination Date (or in the case of the first Distribution
     Date, as of the Cut-off Date).

     The Paying Agent will make available the Statements to Certificateholders
through its website which is initially located at www.etrustee.net. In
addition, the Paying Agent may make certain other information and reports
(including the collection of reports specified by The Commercial Mortgage
Securities Association (or any successor organization reasonably acceptable to
the Paying Agent and the Master Servicer) known as the "CMSA Investor Reporting
Package") related to the mortgage loans available, to the extent that the
Paying Agent receives such information and reports from the Master Servicer,
and direction from the Depositor, or is otherwise directed to do so under the
Pooling and Servicing Agreement. The Paying Agent will not make any
representations or warranties as to the accuracy or completeness of any
information provided by it and may disclaim responsibility for any information
for which it is not the original source. In connection with providing access to
the Paying Agent's website, the Paying Agent may require registration and
acceptance of a disclaimer. The Paying Agent will not be liable for the
dissemination of information made in accordance with the Pooling and Servicing
Agreement.

     In the case of information furnished pursuant to clauses (1), (2), (10),
(17) and (21) above, the amounts will be expressed as a dollar amount in the
aggregate for all Certificates of each applicable Class and per any definitive
certificate. In addition, within a reasonable period of time after the end of
each calendar year, the Paying Agent is required to furnish to each person or
entity who at any time during the calendar year was a holder of a Certificate,
a statement containing the information set forth in clauses (1), (2) and (10)
above as to the applicable Class, aggregated for the related calendar year or
applicable partial year during which that person was a Certificateholder,
together with any other information that the Paying Agent deems necessary or
desirable, or that a Certificateholder or Certificate Owner reasonably
requests, to enable Certificateholders to prepare their tax returns for that
calendar year. This obligation of the Paying Agent will be deemed to have been
satisfied to the extent that substantially comparable information will be
provided by the Paying Agent pursuant to any requirements of the Code as from
time to time are in force.

     The Paying Agent will be required to provide or make available to a
financial market publisher, which is anticipated initially to be Bloomberg,
L.P., certain current information with respect to the Mortgaged Properties on a
monthly basis, including current and original net operating income, debt
service coverage ratio based upon borrowers' annual Operating Statements and
occupancy rates, to the extent it has received the information from the Master
Servicer pursuant to the Pooling and Servicing Agreement.

     The Pooling and Servicing Agreement requires that the Paying Agent (except
for items (6) and (7) below, which will be made available by the Trustee) make
available at its offices, during normal business hours, for review by any
holder of an Offered Certificate, the Mortgage Loan Sellers, the Depositor, the
Special Servicer, the Master Servicer, the Directing Certificateholder and the
Universal Hotel Portfolio Operating Advisor, each Rating Agency, any designee
of the Depositor or any other person to whom the Paying Agent or the Trustee,
as applicable, believes the disclosure is appropriate, upon their prior written
request, originals or copies of, among other things, the following items:

          (1) the Pooling and Servicing Agreement and any amendments to that
     agreement;

          (2) all Statements to Certificateholders made available to holders of
     the relevant Class of Offered Certificates since the Closing Date;

          (3) all officer's certificates delivered to the Trustee and the Paying
     Agent since the Closing Date as described under "Description of the Pooling
     Agreements--Evidence as to Compliance" in the prospectus;

          (4) all accountants' reports delivered to the Trustee and the Paying
     Agent since the Closing Date as described under "Description of the Pooling
     Agreements--Evidence as to Compliance" in the prospectus;


                                     S-125


          (5) the most recent property inspection report prepared by or on
     behalf of the Master Servicer or the Special Servicer and delivered to the
     Paying Agent in respect of each Mortgaged Property;

          (6) copies of the mortgage loan documents;

          (7) any and all modifications, waivers and amendments of the terms of
     a mortgage loan entered into by the Master Servicer or the Special Servicer
     and delivered to the Trustee; and

          (8) any and all statements and reports delivered to, or collected by,
     the Master Servicer or the Special Servicer, from the borrowers, including
     the most recent annual property Operating Statements, rent rolls and
     borrower financial statements, but only to the extent that the statements
     and reports have been delivered to the Paying Agent.

     Copies of any and all of the foregoing items will be available to those
named in the above paragraph, from the Paying Agent or the Trustee, as
applicable, upon request; however, the Paying Agent or the Trustee, as
applicable, will be permitted to require payment of a sum sufficient to cover
the reasonable costs and expenses of providing the copies. Pursuant to the
Pooling and Servicing Agreement, the Master Servicer will use reasonable
efforts to collect certain financial and property information required under
the mortgage loan documents, such as Operating Statements, rent rolls and
financial statements.

     The Pooling and Servicing Agreement will require the Master Servicer and
the Paying Agent, subject to certain restrictions (including execution and
delivery of a confidentiality agreement) set forth in the Pooling and Servicing
Agreement, to provide certain of the reports or, in the case of the Master
Servicer and the Controlling Class Certificateholder, access to the reports
available as set forth above, as well as certain other information received by
the Master Servicer or the Paying Agent, as the case may be, to any
Certificateholder, the Underwriters, the Mortgage Loan Sellers, any Certificate
Owner or any prospective investor so identified by a Certificate Owner or an
Underwriter, that requests reports or information. However, the Paying Agent
and the Master Servicer will be permitted to require payment of a sum
sufficient to cover the reasonable costs and expenses of providing copies of
these reports or information, except that, other than for extraordinary or
duplicate requests, the Directing Certificateholder will be entitled to reports
and information free of charge. Except as otherwise set forth in this
paragraph, until the time definitive certificates are issued, notices and
statements required to be mailed to holders of Certificates will be available
to Certificate Owners of Offered Certificates only to the extent they are
forwarded by or otherwise available through DTC and its Participants.
Conveyance of notices and other communications by DTC to Participants, and by
Participants to Certificate Owners, will be governed by arrangements among
them, subject to any statutory or regulatory requirements as may be in effect
from time to time. Except as otherwise set forth in this paragraph, the Master
Servicer, the Special Servicer, the Trustee, the Paying Agent and the Depositor
are required to recognize as Certificateholders only those persons in whose
names the Certificates are registered on the books and records of the
Certificate Registrar. The initial registered holder of the Offered
Certificates will be Cede & Co., as nominee for DTC.

VOTING RIGHTS

     At all times during the term of the Pooling and Servicing Agreement, the
voting rights for the Certificates (the "Voting Rights") will be allocated
among the respective Classes of Certificateholders as follows: (1) 4% in the
case of the Class X Certificates (allocated pro rata between the Class X-1 and
Class X-2 Certificates based upon their Notional Amounts), and (2) in the case
of any other Class of Certificates (other than the Class S Certificates, the
Class UHP Certificates and the Residual Certificates), a percentage equal to
the product of 96% and a fraction, the numerator of which is equal to the
aggregate Certificate Balance of the Class, in each case, determined as of the
prior Distribution Date, and the denominator of which is equal to the aggregate
Certificate Balance of all Classes of Certificates (other than the Class S
Certificates), each determined as of the prior Distribution Date. None of the
Class S, Class UHP,


                                     S-126


Class R or Class LR Certificates will be entitled to any Voting Rights. For
purposes of determining Voting Rights, the Certificate Balance of each Class
(other than the Class S and Class UHP Certificates) will not be reduced by the
amount allocated to that Class of any Appraisal Reductions related to mortgage
loans as to which Liquidation Proceeds or other final payment have not yet been
received. Voting Rights allocated to a Class of Certificateholders will be
allocated among the Certificateholders in proportion to the Percentage
Interests evidenced by their respective Certificates. Solely for purposes of
giving any consent, approval or waiver pursuant to the Pooling and Servicing
Agreement, neither the Master Servicer, the Special Servicer nor the Depositor
will be entitled to exercise any Voting Rights with respect to any Certificates
registered in its name, if the consent, approval or waiver would in any way
increase its compensation or limit its obligations in the named capacities
under the Pooling and Servicing Agreement; provided, however, that the
restrictions will not apply to the exercise of the Special Servicer's rights,
if any, as a member of the Controlling Class.

TERMINATION; RETIREMENT OF CERTIFICATES

     The obligations created by the Pooling and Servicing Agreement will
terminate upon payment (or provision for payment) to all Certificateholders of
all amounts held by the Paying Agent on behalf of the Trustee and required to
be paid following the earlier of (1) the final payment (or related Advance) or
other liquidation of the last mortgage loan or REO Property subject to the
Pooling and Servicing Agreement, (2) the voluntary exchange of all the then
outstanding certificates (other than the Class S and the Residual Certificates)
for the mortgage loans remaining in the trust (provided, however, that (a) the
Offered Certificates are no longer outstanding, (b) there is only one holder of
the then outstanding Certificates (other than the Class S and the Residual
Certificates) and (c) the Master Servicer consents to the exchange) or (3) the
purchase or other liquidation of all of the assets of the trust fund by the
holders of the Controlling Class, the Special Servicer, the Master Servicer or
the holders of the Class LR Certificates, in that order of priority. Written
notice of termination of the Pooling and Servicing Agreement will be given to
each Certificateholder, and the final distribution will be made only upon
surrender and cancellation of the Certificates at the office of the Certificate
Registrar or other location specified in the notice of termination.

     The holders of the Controlling Class, the Special Servicer, the Master
Servicer and the holders of the Class LR Certificates (in that order) will have
the right to purchase all of the assets of the trust fund (including the
Universal Hotel Portfolio B Note). This purchase of all the mortgage loans and
other assets in the trust fund is required to be made at a price equal to the
sum of (1) the aggregate Purchase Price of all the mortgage loans (including
the Universal Hotel Portfolio B Note) (exclusive of REO Loans) then included in
the trust fund and (2) the aggregate fair market value of all REO Properties
then included in the trust fund (which fair market value for any REO Property
may be less than the Purchase Price for the corresponding REO Loan), as
determined by an appraiser selected and mutually agreed upon by the Master
Servicer and the Trustee, plus the reasonable out of pocket expenses of the
Master Servicer related to such purchase, unless the Master Servicer is the
purchaser. This purchase will effect early retirement of the then outstanding
Offered Certificates, but the rights of the holders of the Controlling Class,
the Special Servicer, the Master Servicer or the holders of the Class LR
Certificates to effect the termination is subject to the requirement that the
then aggregate Stated Principal Balance of the pool of mortgage loans
(including the Universal Hotel Portfolio B Note) be less than 1% of the Initial
Pool Balance. The voluntary exchange of Certificates, including the Class X
Certificates, for the remaining mortgage loans is not subject to the 1% limit
but is limited to each Class of outstanding Certificates being held by one
Certificateholder who must voluntarily participate and the Master Servicer must
consent to the exchange.

     On the final Distribution Date, the aggregate amount paid by the holders
of the Controlling Class, the Special Servicer, the Master Servicer or the
holders of the Class LR Certificates, as the case may be, for the mortgage
loans and other assets in the trust fund (if the trust fund is to be terminated
as a result of the purchase described in the preceding paragraph), together
with all


                                     S-127


other amounts on deposit in the Certificate Account and not otherwise payable
to a person other than the Certificateholders (see "Description of the Pooling
Agreements--Certificate Account" in the prospectus), will be applied generally
as described above under "--Distributions--Priority" in this prospectus
supplement.

     Any optional termination by the holders of the Controlling Class, the
Special Servicer, the Master Servicer or the holders of the Class LR
Certificates would result in prepayment in full of the Certificates and would
have an adverse effect on the yield of the Class X Certificates because a
termination would have an effect similar to a principal prepayment in full of
the mortgage loans and, as a result, investors in the Class X Certificates and
any other Certificates purchased at premium might not fully recoup their
initial investment. See "Yield and Maturity Considerations" in this prospectus
supplement.

THE TRUSTEE AND PAYING AGENT

     LaSalle Bank National Association, a national banking association will act
as Trustee and Paying Agent on behalf of the Certificateholders. The corporate
trust office of the Trustee and the Paying Agent is located at 135 South
LaSalle Street, Suite 1625, Chicago, Illinois 60603, Attention: Global
Securities and Trust Services Group, J.P. Morgan 2005-CIBC12. In addition,
LaSalle Bank National Association will initially serve as certificate registrar
(in that capacity, the "Certificate Registrar") for the purposes of recording
and otherwise providing for the registration of the Offered Certificates and
transfers and exchanges of the definitive certificates, if issued, and as
authenticating agent of the Certificates (in that capacity, the "Authenticating
Agent"). As compensation for the performance of its routine duties, the
Trustee, Paying Agent, Certificate Registrar and Authenticating Agent will be
paid a fee (the "Trustee Fee"). The Trustee Fee will be payable monthly from
amounts received in respect of the mortgage loans and will be equal to the
product of a rate equal to 0.0010% per annum (the "Trustee Fee Rate") and the
Stated Principal Balance of the mortgage loans and in the same manner as
interest is calculated on the related mortgage loan. In addition, the Trustee
will be entitled to recover from the trust fund all reasonable unanticipated
expenses and disbursements incurred or made by the Trustee, Paying Agent,
Certificate Registrar and Authenticating Agent in accordance with any of the
provisions of the Pooling and Servicing Agreement, but not including routine
expenses incurred in the ordinary course of performing its duties as Trustee
under the Pooling and Servicing Agreement, and not including any expense,
disbursement or advance as may arise from its willful misfeasance, negligence
or bad faith. See "Description of the Pooling Agreements--The Trustee,"
"--Duties of the Trustee", "--Certain Matters Regarding the Trustee" and
"--Resignation and Removal of the Trustee" in the prospectus.

     The Trustee, Paying Agent, Certificate Registrar and Authenticating 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 without negligence or willful
misconduct on their respective parts, arising out of, or in connection with the
Pooling and Servicing Agreement, the Certificates and the mortgage loans.

THE FISCAL AGENT

     ABN AMRO Bank N.V. (the "Fiscal Agent"), 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


                                     S-128


rights, protections and indemnities similar to those afforded the Trustee. The
Trustee will be responsible for payment of the compensation of the Fiscal
Agent. 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
thereunder.

     The Trustee and the Fiscal 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
without negligence or willful misconduct on their respective parts, arising out
of, or in connection with the Pooling and Servicing Agreement, the certificates
and the mortgage loans.


                                     S-129


                        SERVICING OF THE MORTGAGE LOANS

GENERAL

     The servicing of the mortgage loans (including the Universal Hotel
Portfolio Whole Loan) and any REO Properties will be governed by the Pooling
and Servicing Agreement. The following summaries describe certain provisions of
the Pooling and Servicing Agreement relating to the servicing and
administration of the mortgage loans and any REO Properties. The summaries do
not purport to be complete and are subject, and qualified in their entirety by
reference, to the provisions of the Pooling and Servicing Agreement. Reference
is made to the prospectus for additional information regarding the terms of the
Pooling and Servicing Agreement relating to the servicing and administration of
the mortgage loans and any REO Properties, provided that the information in
this prospectus supplement supersedes any contrary information set forth in the
prospectus. See "Description of the Pooling Agreements" in the prospectus.

     In general, the Universal Hotel Portfolio Companion Notes and the
Universal Hotel Portfolio B Note will be serviced and administered under the
Pooling and Servicing Agreement consistent with the Universal Hotel Portfolio
Intercreditor Agreement as if they were mortgage loans.

     Each of the Master Servicer (directly or through one or more
sub-servicers) and the Special Servicer will be required to service and
administer the mortgage loans (including the Universal Hotel Portfolio Whole
Loan) for which it is responsible. The Master Servicer may delegate and/or
assign some or all of its servicing obligations and duties with respect to some
or all of the mortgage loans to one or more third-party sub-servicers (although
the Master Servicer will remain primarily responsible for the servicing of
those mortgage loans). Except in certain limited circumstances set forth in the
Pooling and Servicing Agreement, the Special Servicer will not be permitted to
appoint sub-servicers with respect to any of its servicing obligations and
duties.

     The Master Servicer will be required to service and administer the
mortgage loans (including the Universal Hotel Portfolio Whole Loan) for which
it is obligated to service and administer, as an independent contractor,
pursuant to the Pooling and Servicing Agreement on behalf of the trust and in
the best interests of and for the benefit of Certificateholders as a collective
whole (as determined by the Master Servicer in its good faith and reasonable
judgment) in accordance with applicable law, the terms of the Pooling and
Servicing Agreement and the terms of the respective mortgage loan documents
(and in the case of a mezzanine loan or a Subordinate Companion Loan, the terms
of the related intercreditor agreement) and, to the extent consistent with the
foregoing, further as follows: (1) with the same skill, care and diligence as
is normal and usual in its mortgage servicing activities on behalf of third
parties or on behalf of itself, whichever is higher, with respect to mortgage
loans that are comparable to the mortgage loans, (2) with a view to the timely
collection of all scheduled payments of principal and interest under the
mortgage loans and (3) without regard to:

          (A) any relationship that the Master Servicer or any of its
     affiliates, as the case may be, may have with the related borrower;

          (B) the ownership of any Certificate or, if applicable, mezzanine loan
     or Subordinate Companion Loan, by the Master Servicer or any of its
     affiliates, as the case may be;

          (C) the Master Servicer's obligation to make Advances; and

          (D) the right of the Master Servicer to receive compensation payable
     to it under the Pooling and Servicing Agreement or with respect to any
     particular transaction (the foregoing, collectively referred to as the
     "Master Servicer Servicing Standards").

     The Special Servicer will be required to service and administer the
mortgage loans (including the Universal Hotel Portfolio Whole Loan) for which
it is responsible in accordance with applicable law, the terms of the Pooling
and Servicing Agreement and the mortgage loan documents (and in the case of
each AB Mortgage Loan or mezzanine loan, the terms of the related intercreditor
agreement) and, to the extent consistent with the foregoing, in accordance


                                     S-130


with the higher of the following standards of care: (1) the same manner in
which, and with the same care, skill, prudence and diligence with which the
Special Servicer services and administers similar mortgage loans for other
third-party portfolios, and (2) the same care, skill, prudence and diligence
with which the Special Servicer services and administers commercial,
multifamily and manufactured housing community mortgage loans owned by the
Special Servicer, in either case, with a view to the maximization of recovery
of principal and interest on a net present value basis on the mortgage loans or
Specially Serviced Mortgage Loans, as applicable, and the best interests of the
trust and the Certificateholders (and in the case of each AB Mortgage Loan, the
holder of the related Subordinate Companion Loan (as a collective whole)), but
without regard to:

          (A) any relationship that the Special Servicer, or any of its
     affiliates may have with the related borrower or any borrower affiliate,
     any Mortgage Loan Seller or any other party to the Pooling and Servicing
     Agreement;

          (B) the ownership of any Certificate or, if applicable, mezzanine loan
     or Subordinate Companion Loan, by the Special Servicer or any of its
     affiliates;

          (C) the Special Servicer's right to receive compensation for its
     services under the Pooling and Servicing Agreement or with respect to any
     particular transaction;

          (D) the ownership, servicing or management for others of any other
     mortgage loans or mortgaged properties by the Special Servicer; and

          (E) any debt that the Special Servicer or any of its affiliates has
     extended to any borrower or any of its affiliates (the foregoing,
     collectively referred to as the "Special Servicer Servicing Standards").

     "Servicing Standards" means (i) with respect to the Master Servicer, the
Master Servicer Servicing Standards and (ii) with respect to the Special
Servicer, the Special Servicer Servicing Standards.

     Except as otherwise described under "--Inspections; Collection of
Operating Information" below, the Master Servicer will be responsible initially
for the servicing and administration of the entire pool of mortgage loans
(including each AB Mortgage Loan). The Master Servicer will be required to
transfer its servicing responsibilities to the Special Servicer with respect to
any mortgage loan (and any related Subordinate Companion Loan):

          (1) as to which a payment default has occurred at its original
     maturity date, or, if the original maturity date has been extended, at its
     extended maturity date;

          (2) as to which any Periodic Payment (other than a balloon payment or
     other payment due at maturity) is more than 60 days delinquent (unless,
     prior to such Periodic Payment becoming more than 60 days delinquent, in
     the case of each AB Mortgage Loan, the holder of the related Subordinate
     Companion Loan cures such delinquency);

          (3) as to which the borrower has entered into or consented to
     bankruptcy, appointment of a receiver or conservator or a similar
     insolvency proceeding, or the borrower has become the subject of a decree
     or order for that proceeding (provided that if the appointment, decree or
     order is stayed or discharged, or the case dismissed within 60 days that
     mortgage loan will not be considered a Specially Serviced Mortgage Loan
     during that period), or the related borrower has admitted in writing its
     inability to pay its debts generally as they become due;

          (4) as to which the Master Servicer has received notice of the
     foreclosure or proposed foreclosure of any other lien on the Mortgaged
     Property;

          (5) as to which, in the judgment of the Master Servicer or Special
     Servicer, as applicable, a payment default is imminent and is not likely to
     be cured by the borrower within 60 days;

          (6) as to which a default of which the Master Servicer has notice
     (other than a failure by the related borrower to pay principal or interest)
     and which the Master Servicer


                                     S-131


     determines, in its good faith reasonable judgment, may materially and
     adversely affect the interests of the Certificateholders (or, with respect
     to each AB Mortgage Loan, the interest of the holder of the related
     Subordinate Companion Loan) has occurred and remains unremediated for the
     applicable grace period specified in the mortgage loan documents, other
     than, in certain circumstances, the failure to maintain terrorism insurance
     (or if no grace period is specified for events of default which are capable
     of cure, 60 days); or

          (7) as to which the Master Servicer or Special Servicer (in the case
     of the Special Servicer, with the consent of the Directing
     Certificateholder) determines that (i) a default (other than as described
     in clause (5) above) under the mortgage loan is imminent, (ii) such default
     will materially impair the value of the corresponding Mortgaged Property as
     security for the mortgage loan or otherwise materially adversely affect the
     interests of Certificateholders (or, with respect to each AB Mortgage Loan,
     the holder of the related Subordinate Companion Loan), and (iii) the
     default will continue unremedied for the applicable cure period under the
     terms of the mortgage loan or, if no cure period is specified and the
     default is capable of being cured, for 30 days (provided that such 30-day
     grace period does not apply to a default that gives rise to immediate
     acceleration without application of a grace period under the terms of the
     mortgage loan); provided that any determination that a special servicing
     transfer event has occurred under this clause (7) with respect to any
     mortgage loan solely by reason of the failure (or imminent failure) of the
     related borrower to maintain or cause to be maintained insurance coverage
     against damages or losses arising from acts of terrorism may only be made
     by the Special Servicer (with the consent of the Directing
     Certificateholder) as described under "--Maintenance of Insurance" below.

     However, the Master Servicer will be required to continue to (w) receive
payments on the mortgage loan (including the Universal Hotel Portfolio Whole
Loan) (including amounts collected by the Special Servicer), (x) make certain
calculations with respect to the mortgage loan, (y) make remittances and
prepare certain reports to the Certificateholders with respect to the mortgage
loan and (z) receive the Servicing Fee in respect of the mortgage loan at the
Servicing Fee Rate. If the related Mortgaged Property is acquired in respect of
any mortgage loan (including the Universal Hotel Portfolio Whole Loan) (upon
acquisition, an "REO Property") whether through foreclosure, deed-in-lieu of
foreclosure or otherwise, the Special Servicer will continue to be responsible
for its operation and management. The mortgage loans (including the Universal
Hotel Portfolio Whole Loan and the Subordinate Companion Loans) serviced by the
Special Servicer and any mortgage loans (including the Universal Hotel
Portfolio Whole Loan and the Subordinate Companion Loans) that have become REO
Loans are referred to in this prospectus supplement as the "Specially Serviced
Mortgage Loans." If any Subordinate Companion Loan becomes specially serviced,
then the related AB Mortgage Loan will become a Specially Serviced Mortgage
Loan. If any AB Mortgage Loan becomes a Specially Serviced Mortgage Loan, then
the related Subordinate Companion Loan will become a Specially Serviced
Mortgage Loan. If any of the Universal Hotel Portfolio Companion Notes or the
Universal Hotel Portfolio B Notes becomes specially serviced, then the
Universal Hotel Portfolio Loan will become a Specially Serviced Mortgage Loan.
The Master Servicer will have no responsibility for the performance by the
Special Servicer of its duties under the Pooling and Servicing Agreement. Any
mortgage loan that is cross-collateralized with a Specially Serviced Mortgage
Loan will become a Specially Serviced Mortgage Loan.

     If any Specially Serviced Mortgage Loan, in accordance with its original
terms or as modified in accordance with the Pooling and Servicing Agreement,
becomes performing for at least 3 consecutive Periodic Payments (provided no
additional event of default is foreseeable in the reasonable judgment of the
Special Servicer), the Special Servicer will be required to return servicing of
that mortgage loan (a "Corrected Mortgage Loan") to the Master Servicer.

     The Special Servicer will be required to prepare a report (an "Asset
Status Report") for each mortgage loan that becomes a Specially Serviced
Mortgage Loan not later than 45 days after the servicing of such mortgage loan
is transferred to the Special Servicer. Each Asset Status Report


                                     S-132


will be required to be delivered to the Directing Certificateholder, the Master
Servicer, the applicable Mortgage Loan Sellers, the Trustee (upon request), the
Paying Agent (upon request) and each Rating Agency. If the Directing
Certificateholder does not disapprove an Asset Status Report within ten
business days, the Special Servicer will be required to implement the
recommended action as outlined in the Asset Status Report. The Directing
Certificateholder may object to any Asset Status Report within ten business
days of receipt; provided, however, that the Special Servicer will be required
to implement the recommended action as outlined in the Asset Status Report if
it makes a determination in accordance with the Servicing Standards that the
objection is not in the best interest of all the Certificateholders. If the
Directing Certificateholder disapproves the Asset Status Report and the Special
Servicer has not made the affirmative determination described above, the
Special Servicer will be required to revise the Asset Status Report as soon as
practicable thereafter, but in no event later than 30 days after the
disapproval. The Special Servicer will be required to revise the Asset Status
Report until the Directing Certificateholder fails to disapprove the revised
Asset Status Report as described above or until the Special Servicer makes a
determination that the objection is not in the best interests of all the
Certificateholders; provided, however, in the event that the Directing
Certificateholder and the Special Servicer have not agreed upon an Asset Status
Report with respect to a Specially Serviced Mortgage Loan within 90 days of the
Directing Certificateholder's receipt of the initial Asset Status Report with
respect to such Specially Serviced Mortgage Loan, the Special Servicer will
implement the actions described in the most recent Asset Status Report
submitted to the Directing Certificateholder by the Special Servicer.

     With respect to the Universal Hotel Portfolio Whole Loan, to the extent a
Universal Hotel Portfolio Control Appraisal Event has not occurred and is
continuing, the Universal Hotel Portfolio Operating Advisor, instead of the
Directing Certificateholder, will have all of the rights of the Directing
Certificateholder described in the immediately preceding paragraph, solely with
respect to the Universal Hotel Portfolio Whole Loan.

THE DIRECTING CERTIFICATEHOLDER AND THE UNIVERSAL HOTEL PORTFOLIO OPERATING
ADVISOR

     The Directing Certificateholder will be entitled to advise (1) the Special
Servicer, (with respect to all Specially Serviced Mortgage Loans (2) the
Special Servicer and the Master Servicer, with respect to non-Specially
Serviced Mortgage Loans as to which the Master Servicer must obtain the consent
or deemed consent of the Special Servicer, and (3) the Special Servicer, with
respect to all Mortgage Loans for which an extension of maturity is being
considered by the Special Servicer or by the Master Servicer subject to consent
of deemed consent of the Special Servicer. Except as otherwise described below,
the Master Servicer or the Special Servicer, as applicable, will not be
permitted to take any of the following actions as to which the Directing
Certificateholder has objected in writing within ten business days of having
been notified of the proposed action (provided, that if such written objection
has not been received by the Master Servicer or the Special Servicer, as
applicable, within the ten day period, the Directing Certificateholder will be
deemed to have approved such action):

          (i) any proposed or actual foreclosure upon or comparable conversion
     (which may include acquisitions of an REO Property) of the ownership of
     properties securing such of the mortgage loans as come into and continue in
     default;

          (ii) any modification or consent to a modification of any monetary
     term of a mortgage loan or any extension of the maturity date of such
     mortgage loan;

          (iii) any proposed sale of a defaulted mortgage loan or REO Property
     (other than in connection with the termination of the trust as described
     under "Description of the Certificates--Termination; Retirement of
     Certificates" in this prospectus supplement) for less than the applicable
     Purchase Price (other than in connection with the exercise of the Purchase
     Option described under "--Realization Upon Defaulted Mortgage Loans"
     below);

          (iv) any determination to bring an REO Property into compliance with
     applicable environmental laws or to otherwise address hazardous material
     located at an REO Property;


                                     S-133


          (v) any release of collateral or any acceptance of substitute or
     additional collateral for a mortgage loan or any consent to either of the
     foregoing, other than pursuant to the specific terms of the related
     mortgage loan and there is no material lender discretion;

          (vi) any waiver of a "due-on-sale" or "due-on-encumbrance" clause with
     respect to a Specially Serviced Mortgage Loan or a non-Specially Serviced
     Mortgage Loan with a principal balance greater than or equal to $2,500,000
     or any consent to such a waiver;

          (vii) any management company changes or franchise changes with respect
     to a mortgage loan for which the Master Servicer is required to consent or
     approve;

          (viii) releases of any escrow accounts, reserve accounts or letters of
     credit held as performance escrows or reserves, in an amount greater than
     or equal to $1,500,000, other than required pursuant to the specific terms
     of the mortgage loan and there is no material lender discretion;

          (ix) any acceptance of an assumption agreement releasing a borrower
     from liability under a mortgage loan other than pursuant to the specific
     terms of such mortgage loan;

          (x) any determination of an Acceptable Insurance Default;

          (xi) with respect to the Universal Hotel Portfolio Whole Loan, any
     adoption or approval of a plan in bankruptcy of the borrower; and

          (xii) with respect to the Universal Hotel Portfolio Whole Loan, any
     release of the borrower, any guarantor or other obligor from liability.

provided, that in the event that the Master Servicer or the Special Servicer
determines that immediate action is necessary to protect the interests of the
Certificateholders (as a collective whole), the Master Servicer or the Special
Servicer, as applicable, may take any such action without waiting for the
Directing Certificateholder's response.

     In addition, the Directing Certificateholder may direct the Special
Servicer to take, or to refrain from taking, other actions with respect to a
mortgage loan, as the Directing Certificateholder may reasonably deem
advisable; provided, that the Special Servicer will not be required to take or
refrain from taking any action pursuant to instructions or objections from the
Directing Certificateholder that would cause it to violate applicable law, the
related loan documents, the Pooling and Servicing Agreement, including the
Servicing Standards, or the REMIC Provisions (and, with respect to any AB
Mortgage Loan, subject to the rights of the holder of the related Subordinate
Companion Loan as described under "Description of the Mortgage Pool--AB
Mortgage Loan Pairs" in this prospectus supplement).

     With respect to the Universal Hotel Portfolio Whole Loan only, the
Directing Certificateholder will not be entitled to exercise the
above-described rights, but such rights will be exercisable by the Universal
Hotel Portfolio Operating Advisor. The "Universal Hotel Portfolio Operating
Advisor" will be (a) to the extent a Universal Hotel Portfolio Control
Appraisal Event has not occurred and is continuing, a representative appointed
by the holders of the Class UHP Certificates and (b) upon the occurrence and
continuance of a Universal Hotel Portfolio Control Appraisal Event, the
Universal Hotel Portfolio Majority Holders.

     The "Directing Certificateholder" will be the Controlling Class
Certificateholder selected by more than 50% of the Controlling Class
Certificateholders, by Certificate Balance, as certified by the Certificate
Registrar from time to time; provided, however, that (1) absent that selection,
or (2) until a Directing Certificateholder is so selected or (3) upon receipt
of a notice from a majority of the Controlling Class Certificateholders, by
Certificate Balance, that a Directing Certificateholder is no longer
designated, the Controlling Class Certificateholder that owns the largest
aggregate Certificate Balance of the Controlling Class will be the Directing
Certificateholder. The initial Directing Certificateholder will be JER
Investors Trust Inc.

     A "Controlling Class Certificateholder" is each holder (or Certificate
Owner, if applicable) of a Certificate of the Controlling Class as certified to
the Certificate Registrar from time to time by the holder (or Certificate
Owner).


                                     S-134


     The "Controlling Class" will be as of any time of determination the most
subordinate Class of Certificates (other than the Class X and Class UHP
Certificates) then outstanding that has a Certificate Balance at least equal to
25% of the initial Certificate Balance of that Class. For purposes of
determining the identity of the Controlling Class, the Certificate Balance of
each Class will not be reduced by the amount allocated to that Class of any
Appraisal Reductions. The Controlling Class as of the Closing Date will be the
Class NR Certificates.

     Neither the Master Servicer nor the Special Servicer will be required to
take or refrain from taking any action pursuant to instructions from the
Directing Certificateholder or the Universal Hotel Portfolio Operating Advisor
that would cause either the Master Servicer or the Special Servicer to violate
applicable law, the related loan documents, the Pooling and Servicing
Agreement, including the Servicing Standards, the Universal Hotel Portfolio
Intercreditor Agreement or the REMIC Provisions.

LIMITATION ON LIABILITY OF DIRECTING CERTIFICATEHOLDER

     The Directing Certificateholder (and, with respect to the Universal Hotel
Portfolio Whole Loan, the Universal Hotel Portfolio Operating Advisor) will not
be liable to the trust fund or the Certificateholders for any action taken, or
for refraining from the taking of any action for errors in judgment. However,
the Directing Certificateholder (and, with respect to the Universal Hotel
Portfolio Whole Loan, the Universal Hotel Portfolio Operating Advisor) will not
be protected against any liability to the Certificateholders that would
otherwise be imposed by reason of willful misfeasance, bad faith or negligence
in the performance of duties or by reason of reckless disregard of obligations
or duties.

     Each Certificateholder acknowledges and agrees, by its acceptance of its
Certificates, that the Directing Certificateholder and, with respect to the
Universal Hotel Portfolio Whole Loan, the Universal Hotel Portfolio Operating
Advisor:

          (a) may have special relationships and interests that conflict with
     those of holders of one or more Classes of Certificates,

          (b) may act solely in the interests of the holders of the Controlling
     Class (or, with respect to the Universal Hotel Portfolio Operating Advisor,
     the holders of the Class UHP Certificates),

          (c) does not have any liability or duties to the holders of any Class
     of Certificates other than the Controlling Class (or, with respect to the
     Universal Hotel Portfolio Operating Advisor, the holders of the Class UHP
     Certificates),

          (d) may take actions that favor the interests of the holders of the
     Controlling Class over the interests of the holders of one or more other
     Classes of Certificates (or, with respect to the Universal Hotel Portfolio
     Operating Advisor, the holders of the Class UHP Certificates),

          (e) will not be deemed to have been negligent or reckless, or to have
     acted in bad faith or engaged in willful misconduct, by reason of its
     having acted solely in the interests of the Controlling Class, and

          (f) will have no liability whatsoever for having so acted and that no
     Certificateholder may take any action whatsoever against the Directing
     Certificateholder (or, with respect to the Universal Hotel Portfolio Whole
     Loan, the Universal Hotel Portfolio Operating Advisor), the holders of the
     Class UHP Certificates, or any director, officer, employee, agent or
     principal of the Directing Certificateholder (or, with respect to the
     Universal Hotel Portfolio Whole Loan, the Universal Hotel Portfolio
     Operating Advisor) for having so acted.

     The taking of, or refraining from taking, any action by the Master
Servicer or the Special Servicer in accordance with the direction of or
approval of the Directing Certificateholder, which does not violate any law or
the accepted servicing practices or the provisions of the Pooling and Servicing
Agreement, will not result in any liability on the part of the Master Servicer
or the Special Servicer.

     Generally, the holders of the Subordinate Companion Loans and their
designees will have limitations on liability with respect to actions taken in
connection with the related AB Mortgage Loan similar to the limitations of the
Directing Certificateholder described above.


                                     S-135


THE MASTER SERVICER

     GMAC Commercial Mortgage Corporation (the "Master Servicer") is a
California corporation with its principal offices located at 200 Witmer Road,
Horsham, Pennsylvania 19044. As of March 31, 2005, the Master Servicer was the
servicer of a portfolio of multifamily and commercial loans totaling
approximately $197.4 billion in aggregate outstanding principal balance.

     The information set forth in this prospectus supplement concerning the
Master Servicer has been by the Master Servicer and neither the Depositor nor
the Underwriters make any representation or warranty as to the accuracy or
completeness of that information. The Master Servicer makes no representations
as to the validity or sufficiency of the Pooling and Servicing Agreement, the
Certificates, the mortgage loans, this prospectus supplement or related
documents.

THE SPECIAL SERVICER

     J.E. Robert Company, Inc. (the "Special Servicer"), a Virginia
corporation, will be responsible for servicing the Specially Serviced Mortgage
Loans and REO Properties. The Special Servicer is a privately owned company
whose principal offices are located at 1650 Tysons Boulevard, Suite 1600,
McLean, Virginia 22102. The Special Servicer has additional regional offices in
Dallas, Texas, North Haven, Connecticut, Los Angeles, California, Chicago,
Illinois and New York, New York and international offices in Paris, London and
Mexico City. The principal business of the Special Servicer is real estate
investment and asset management of distressed and underperforming real estate
loans secured by real estate and related assets. Since its founding in 1981,
the Special Servicer has been a large asset manager for both the private and
government sectors, having managed over $30 billion in book value of real
estate and real estate debt. As of June 30, 2004, as a special servicer since
its inception, the Special Servicer has been engaged on 31 transactions
covering over $11.5 billion in book value and has been assigned over 1,700
loans under its special servicing capacity. The Special Servicer has also been
an active investor in non-investment grade commercial mortgage-backed
securities, having acquired subordinate securities in excess of $530 million.
As of December 31, 2003, the Special Servicer and its affiliates were managing
portfolios of approximately $1.6 billion comprised of real estate loans and
real estate owned assets.

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

REPLACEMENT OF THE SPECIAL SERVICER

     The Special Servicer may be removed, and a successor Special Servicer
appointed, other than with respect to the Universal Hotel Portfolio Whole Loan,
at any time by the Directing Certificateholder, provided, that each Rating
Agency confirms in writing that the replacement of the Special Servicer, in and
of itself, will not cause a qualification, withdrawal or downgrade of the
then-current ratings assigned to any Class of Certificates. With respect to the
Universal Hotel Portfolio Whole Loan, the Special Servicer may be removed, and
a successor Special Servicer appointed at any time by the Universal Hotel
Portfolio Operating Advisor (or the Directing Certificateholder if, after the
occurrence of a Universal Hotel Portfolio Control Appraisal Event, the
Universal Hotel Portfolio Majority Holders are not able to agree).

SERVICING AND OTHER COMPENSATION AND PAYMENT OF EXPENSES

     The fee of the Master Servicer (the "Servicing Fee") will be payable
monthly from amounts received in respect of the mortgage loans and the
Subordinate Companion Loans, and will accrue at a rate (the "Servicing Fee
Rate"), equal to a per annum rate ranging from 0.02000% to 0.11000%. As of the
Cut-off Date, the weighted average Servicing Fee Rate will be approximately
0.03149% per annum. In addition to the Servicing Fee, the Master Servicer will
be entitled to retain, as additional servicing compensation, (1) a specified
percentage of application, defeasance and certain non-material modification,
waiver and consent fees, provided, with


                                     S-136


respect to the non-material modification, waiver and consent fees, the consent
of the Special Servicer is not required for the related transaction, (2) a
specified percentage of all assumption (subject to certain subservicing
agreements), extension, material modification, waiver, consent and earnout
fees, in each case, with respect to all mortgage loans and the Subordinate
Companion Loans that are not Specially Serviced Mortgage Loans, but arise from
a transaction that requires the approval of the Special Servicer and (3) late
payment charges and default interest paid by the borrowers (that were collected
while the related mortgage loans and the related Subordinate Companion Loans
were not Specially Serviced Mortgage Loans), but only to the extent such late
payment charges and default interest are not needed to pay interest on Advances
or certain additional trust fund expenses incurred with respect to the related
mortgage loan or the related Subordinate Companion Loans since the Closing
Date. The Master Servicer also is authorized but not required to invest or
direct the investment of funds held in the Certificate Account in Permitted
Investments, and the Master Servicer will be entitled to retain any interest or
other income earned on those funds and will bear any losses resulting from the
investment of these funds, except as set forth in the Pooling and Servicing
Agreement. The Master Servicer also is entitled to retain any interest earned
on any servicing escrow account to the extent the interest is not required to
be paid to the related borrowers.

     The Servicing Fee is calculated on the Stated Principal Balance of the
mortgage loans (including the Universal Hotel Portfolio Whole Loan) and the
Subordinate Companion Loans and in the same manner as interest is calculated on
the mortgage loans and the Subordinate Companion Loans. The Servicing Fee for
each mortgage loan is included in the Administrative Cost Rate listed for that
mortgage loan on Annex A-1. Any Servicing Fee Rate calculated on an Actual/360
Basis will be recomputed on a 30/360 Basis for purposes of calculating the Net
Mortgage Rate. With respect to the Subordinate Companion Loans, the Servicing
Fee, if any, will be computed as in the related Intercreditor Agreement.

     The principal compensation to be paid to the Special Servicer in respect
of its special servicing activities will be the Special Servicing Fee, the
Workout Fee and the Liquidation Fee.

     The "Special Servicing Fee" will accrue with respect to each Specially
Serviced Mortgage Loan (including the Universal Hotel Portfolio Whole Loan) at
a rate equal to 0.25% per annum (the "Special Servicing Fee Rate") calculated
on the basis of the Stated Principal Balance of the related Specially Serviced
Mortgage Loans and in the same manner as interest is calculated on the
Specially Serviced Mortgage Loans, and will be payable monthly, first from
Liquidation Proceeds and Insurance and Condemnation Proceeds and then from
general collections on all the mortgage loans and any REO Properties in the
trust fund.

     The "Workout Fee" will generally be payable with respect to each Corrected
Mortgage Loan (including the Universal Hotel Portfolio Whole Loan) and will be
calculated by application of a "Workout Fee Rate" of 1% to each collection of
interest and principal (including scheduled payments, prepayments, balloon
payments, and payments at maturity) received on the respective mortgage loan
for so long as it remains a Corrected Mortgage Loan. The Workout Fee with
respect to any Corrected Mortgage Loan will cease to be payable if the
Corrected Mortgage Loan again becomes a Specially Serviced Mortgage Loan but
will become payable again if and when the mortgage loan again becomes a
Corrected Mortgage Loan.

     If the Special Servicer is terminated (other than for cause) or resigns,
it shall retain the right to receive any and all Workout Fees payable with
respect to a mortgage loan that became a Corrected Mortgage Loan during the
period that it acted as Special Servicer and remained a Corrected Mortgage Loan
at the time of that termination or resignation, but such fee will cease to be
payable if the Corrected Mortgage Loan again becomes a Specially Serviced
Mortgage Loan. The successor special servicer will not be entitled to any
portion of those Workout Fees. If the Special Servicer resigns or is terminated
other than for cause, it will receive any Workout Fees payable on Specially
Serviced Mortgage Loans for which the resigning or terminated Special Servicer
had cured the event of default through a modification, restructuring or workout
negotiated by the Special Servicer and evidenced by a signed writing, but which
had not as of the


                                     S-137


time the Special Servicer resigned or was terminated become a Corrected
Mortgage Loan solely because the borrower had not made three consecutive timely
Periodic Payments and which subsequently becomes a Corrected Mortgage Loan as a
result of the borrower making such three consecutive timely Periodic Payments.

     A "Liquidation Fee" will be payable with respect to each Specially
Serviced Mortgage Loan as to which the Special Servicer obtains a full or
discounted payoff (or unscheduled partial payment to the extent such prepayment
is required by the Special Servicer as a condition to a workout) from the
related borrower and, except as otherwise described below, with respect to any
Specially Serviced Mortgage Loan or REO Property as to which the Special
Servicer receives any Liquidation Proceeds or Insurance and Condemnation
Proceeds. The Liquidation Fee for each Specially Serviced Mortgage Loan will be
payable from, and will be calculated by application of a "Liquidation Fee Rate"
of 1% to the related payment or proceeds. Notwithstanding anything to the
contrary described above, no Liquidation Fee will be payable based upon, or out
of, Liquidation Proceeds received in connection with (i) the repurchase of, or
substitution for, any mortgage loan by a Mortgage Loan Seller for a breach of
representation or warranty or for defective or deficient mortgage loan
documentation within the time period (or extension thereof) provided for such
repurchase or substitution or, if such repurchase or substitution occurs after
such time period, only if the Mortgage Loan Seller was acting in good faith to
resolve such breach or defect, (ii) the purchase of any Specially Serviced
Mortgage Loan by the majority holder of the Controlling Class (or, with respect
to the Universal Hotel Portfolio Loan, the holders of the Class UHP
Certificates), the Special Servicer or the Master Servicer, (iii) the purchase
of all of the mortgage loans and REO Properties in connection with an optional
termination of the trust fund, (iv) the purchase of any AB Mortgage Loan by the
holder of the related Subordinate Companion Loan (provided, that the purchase
occurs within the time period provided in the related Intercreditor Agreement)
or (v) the purchase of any mortgage loan by a related mezzanine lender;
provided, that a Liquidation Fee will be payable by the mezzanine lender and
the trust, if applicable, with respect to any purchase by a mezzanine lender if
such purchase by the related mezzanine lender does not occur within 60 days
following the date the related mortgage loan becomes a Specially Serviced
Mortgage Loan. The Special Servicer may not receive a Workout Fee and a
Liquidation Fee with respect to the same proceeds collected on a mortgage loan.

     The Special Servicer will also be entitled to additional servicing
compensation in the form of all application fees with respect to assumptions,
extensions and modifications and all defeasance fees, in each case, received
with respect to the Specially Serviced Mortgage Loans, and a specified
percentage of all assumption, extension, material modification, waiver, consent
and earnout fees received with respect to all mortgage loans that are not
Specially Serviced Mortgage Loans and for which the Special Servicer's consent
or approval is required. The Special Servicer will also be entitled to late
payment charges and default interest paid by the borrowers and collected while
the related mortgage loans were Specially Serviced Mortgage Loans and that are
not needed to pay interest on Advances or certain additional trust fund
expenses with respect to the related mortgage loan since the Closing Date. The
Special Servicer will not be entitled to retain any portion of Excess Interest
paid on the ARD Loans.

     Although the Master Servicer and the Special Servicer are each required to
service and administer the pool of mortgage loans in accordance with the
Servicing Standards above and, accordingly, without regard to their rights to
receive compensation under the Pooling and Servicing Agreement, additional
servicing compensation in the nature of assumption and modification fees may
under certain circumstances provide the Master Servicer or the Special
Servicer, as the case may be, with an economic disincentive to comply with this
standard.

     As and to the extent described in this prospectus supplement under
"Description of the Certificates--Advances" the Master Servicer and the Special
Servicer, as applicable, will be entitled to receive interest on Advances,
which will be paid contemporaneously with the reimbursement of the related
Advance.

     Each of the Master Servicer and the Special Servicer will be required to
pay its overhead and any general and administrative expenses incurred by it in
connection with its servicing activities


                                     S-138


under the Pooling and Servicing Agreement. Neither the Master Servicer nor the
Special Servicer will be entitled to reimbursement for any expenses incurred by
it except as expressly provided in the Pooling and Servicing Agreement. The
Master Servicer will be responsible for all fees payable to any sub-servicers.
See "Description of the Certificates--Distributions--Method, Timing and Amount"
in this prospectus supplement and "Description of the Pooling
Agreements--Certificate Account" and "--Servicing Compensation and Payment of
Expenses" in the prospectus.

     If a borrower prepays a mortgage loan (including the Universal Hotel
Portfolio B Note), in whole or in part, after the due date but on or before the
Determination Date in any calendar month, the amount of interest (net of
related Servicing Fees and any Excess Interest) accrued on such prepayment from
such due date to, but not including, the date of prepayment (or any later date
through which interest accrues) will, to the extent actually collected,
constitute a "Prepayment Interest Excess." Conversely, if a borrower prepays a
mortgage loan (including the Universal Hotel Portfolio B Note), in whole or in
part, after the Determination Date (or, with respect to each mortgage loan with
a due date occurring after the related Determination Date, the related due
date) in any calendar month and does not pay interest on such prepayment
through the following due date, then the shortfall in a full month's interest
(net of related Servicing Fees) on such prepayment will constitute a
"Prepayment Interest Shortfall." Prepayment Interest Excesses (to the extent
not offset by Prepayment Interest Shortfalls) collected on the mortgage loans
(including the Universal Hotel Portfolio B Note) will be retained by the Master
Servicer as additional servicing compensation.

     The Master Servicer will be required to deliver to the Paying Agent for
deposit in the Distribution Account on each Master Servicer Remittance Date,
without any right of reimbursement thereafter, a cash payment (a "Compensating
Interest Payment") in an amount equal to the lesser of (i) the aggregate amount
of Prepayment Interest Shortfalls incurred in connection with voluntary
principal prepayments received in respect of the mortgage loans (including the
Universal Hotel Portfolio B Note) for the related Distribution Date, and (ii)
the aggregate of (A) that portion of its Servicing Fees for the related
Distribution Date that is, in the case of each and every mortgage loan and REO
Loan for which such Servicing Fees are being paid in such Due Period,
calculated at 0.01% per annum, and (B) all Prepayment Interest Excesses
received by the Master Servicer during such Due Period. If a Prepayment
Interest Shortfall occurs as a result of the Master Servicer's allowing the
related borrower to deviate from the terms of the related mortgage loan
documents regarding principal prepayments (other than (X) subsequent to a
default under the related mortgage loan documents, (Y) pursuant to applicable
law or a court order, or (Z) at the request or with the consent of the
Directing Certificateholder or the Special Servicer), then the Compensating
Interest Payment for the related Distribution Date will be equal to the amount
of the Prepayment Interest Shortfall. In no event will the rights of the
Certificateholders to the offset of the aggregate Prepayment Interest
Shortfalls be cumulative.

MAINTENANCE OF INSURANCE

     To the extent permitted by the related mortgage loan and required by the
Servicing Standards, the Master Servicer or the Special Servicer will be
required to use efforts consistent with the Servicing Standards, to cause each
borrower to maintain for the related Mortgaged Property all insurance coverage
required by the terms of the mortgage loan documents, except to the extent that
the failure of the related borrower to do so is an Acceptable Insurance Default
(as defined below). This insurance coverage is required to be in the amounts,
and from an insurer meeting the requirements, set forth in the related mortgage
loan documents. If the borrower does not maintain such coverage, the Master
Servicer (with respect to mortgage loans) or the Special Servicer (with respect
to REO Properties), as the case may be, will be required to maintain such
coverage to the extent such coverage is available at commercially reasonable
rates and the Trustee has an insurable interest, as determined by the Special
Servicer in accordance with the Servicing Standards; provided, that the Master
Servicer will be obligated to maintain insurance against property damage
resulting from terrorist or similar acts unless the borrower's failure is an


                                     S-139


Acceptable Insurance Default; provided, further, that the Master Servicer will
not itself be required to maintain any insurance coverage with respect to a
Mortgaged Property as to which the Trustee, as mortgagee, does not have an
insurable interest. The coverage of that kind of policy will be in an amount
that is not less than the lesser of the full replacement cost of the
improvements securing that mortgage loan or the outstanding principal balance
owing on that mortgage loan, but in any event, in an amount sufficient to avoid
the application of any co-insurance clause unless otherwise noted in the
related mortgage loan documents. After the Master Servicer determines that a
Mortgaged Property is located in an area identified as a federally designated
special flood hazard area (and flood insurance has been made available), the
Master Servicer will be required to use efforts consistent with the Servicing
Standards to (1) cause each borrower to maintain (to the extent required by the
related mortgage loan documents), and if the borrower does not so maintain,
will be required to (2) itself maintain to the extent the Trustee, as
mortgagee, has an insurable interest in the Mortgaged Property and is available
at commercially reasonable rates (as determined by the Master Servicer in
accordance with the Servicing Standards) a flood insurance policy in an amount
representing coverage not less than the lesser of (1) the outstanding principal
balance of the related mortgage loan and (2) the maximum amount of insurance
which is available under the National Flood Insurance Act of 1968, as amended,
but only to the extent that the related mortgage loan permits the lender to
require the coverage and maintaining coverage is consistent with the Servicing
Standards.

     Notwithstanding the foregoing, with respect to the mortgage loans that
either (x) require the borrower to maintain "all risk" property insurance (and
do not expressly permit an exclusion for terrorism) or (y) contain provisions
generally requiring the applicable borrower to maintain insurance in types and
against such risks as the holder of such mortgage loan reasonably requires from
time to time in order to protect its interests, the Master Servicer will be
required to (A) actively monitor whether the insurance policies for the related
Mortgaged Property contain exclusions in addition to those customarily found in
insurance policies prior to September 11, 2001 ("Additional Exclusions"), (B)
request the borrower to either purchase insurance against the risks specified
in the Additional Exclusions or provide an explanation as to its reasons for
failing to purchase such insurance, and (C) notify the Special Servicer if any
insurance policy contains Additional Exclusions or if any borrower fails to
purchase the insurance requested to be purchased by the Master Servicer
pursuant to clause (B) above. If the Special Servicer determines in accordance
with the Servicing Standards that such failure is not an Acceptable Insurance
Default, the Special Servicer will be required to notify the Master Servicer
and the Master Servicer will be required to cause such insurance to be
maintained. If the Special Servicer determines that such failure is an
Acceptable Insurance Default, it will be required to inform each Rating Agency
as to such conclusions for those mortgage loans that (i) have one of the ten
(10) highest outstanding principal balances of the mortgage loans then included
in the trust or (ii) comprise more than 5% of the outstanding principal balance
of the mortgage loans then included in the trust.

     "Acceptable Insurance Default" means, with respect to any mortgage loan,
other than a mortgage loan that expressly requires the borrower to maintain
insurance coverage for acts of terrorism, a default under the related mortgage
loan documents arising by reason of any failure on the part of the related
borrower to maintain with respect to the related mortgaged real property
specific insurance coverage with respect to, or an all-risk casualty insurance
policy that does not specifically exclude, terrorist or similar acts, and/or
any failure on the part of the related borrower to maintain with respect to the
related mortgaged real property insurance coverage with respect to damages or
casualties caused by terrorist or similar acts upon terms not materially less
favorable than those in place as of July 29, 2005, as to which default the
Master Servicer and the Special Servicer may forbear taking any enforcement
action; provided, that the Special Servicer has determined, in its reasonable
judgment, based on inquiry consistent with the Servicing Standards and after
non-binding consultation with the Directing Certificateholder (or, with respect
to the Universal Hotel Portfolio Whole Loan, subject to the consent of the
Universal Hotel Portfolio Operating Advisor), that either (a) such insurance is
not available at commercially


                                     S-140


reasonable rates and that such hazards are not at the time commonly insured
against for properties similar to the related mortgaged real property and
located in or around the region in which such related mortgaged real property
is located, or (b) such insurance is not available at any rate; provided,
however, the Directing Certificateholder (and, in the case of the Universal
Hotel Portfolio Whole Loan, the Universal Hotel Portfolio Operating Advisor)
will not have more than 30 days to respond to the Special Servicer's request
for such consultation; provided, further, that upon the Special Servicer's
determination, consistent with the Servicing Standards, that exigent
circumstances do not allow the Special Servicer to consult with the Directing
Certificateholder (or, in the case of the Universal Hotel Portfolio Whole Loan,
the Universal Hotel Portfolio Operating Advisor), the Special Servicer will not
be required to do so. Each of the Master Servicer and the Special Servicer will
be entitled to rely on insurance consultants in making the determinations
described above and the cost of such consultants shall be paid from the
Certificate Account as a Servicing Advance.

     During the period that the Special Servicer is evaluating the availability
of such insurance, the Master Servicer will not be liable for any loss related
to its failure to require the borrower to maintain such insurance and will not
be in default of its obligations as a result of such failure.

     The Special Servicer will be required to maintain (or cause to be
maintained), fire and hazard insurance on each REO Property, to the extent
obtainable at commercially reasonable rates, in an amount that is at least
equal to the lesser of (1) the full replacement cost of the improvements on the
REO Property, or (2) the outstanding principal balance owing on the related
mortgage loan, and in any event, the amount necessary to avoid the operation of
any co-insurance provisions. In addition, if the REO Property is located in an
area identified as a federally designated special flood hazard area, the
Special Servicer will be required to cause to be maintained, to the extent
available at commercially reasonable rates (as determined by the Special
Servicer in accordance with the Servicing Standards), a flood insurance policy
meeting the requirements of the current guidelines of the Federal Insurance
Administration in an amount representing coverage not less than the maximum
amount of insurance that is available under the National Flood Insurance Act of
1968, as amended.

     The Pooling and Servicing Agreement provides that the Master Servicer and
the Special Servicer may satisfy their respective obligations to cause each
borrower to maintain a hazard insurance policy by maintaining a blanket or
master single interest or force-placed policy insuring against hazard losses on
the mortgage loans and REO Properties. Any losses incurred with respect to
mortgage loans or REO Properties due to uninsured risks (including earthquakes,
mudflows and floods) or insufficient hazard insurance proceeds may adversely
affect payments to Certificateholders and the holder of each Universal Hotel
Portfolio Companion Note. Any cost incurred by the Master Servicer or Special
Servicer in maintaining a hazard insurance policy, if the borrower defaults on
its obligation to do so, will be advanced by the Master Servicer as a Servicing
Advance and will be charged to the related borrower. Generally, no borrower is
required by the mortgage loan documents to maintain earthquake insurance on any
Mortgaged Property and the Special Servicer will not be required to maintain
earthquake insurance on any REO Properties. Any cost of maintaining that kind
of required insurance or other earthquake insurance obtained by the Special
Servicer will be paid out of a segregated custodial account created and
maintained by the Special Servicer on behalf of the Trustee in trust for the
Certificateholders and the holder of each Universal Hotel Portfolio Companion
Note (the "REO Account") or advanced by the Master Servicer, the Trustee or the
Fiscal Agent as a Servicing Advance.

     The costs of the insurance may be recovered by the Master Servicer or
Trustee or Fiscal Agent, as applicable, from reimbursements received from the
borrower or, if the borrower does not pay those amounts, as a Servicing Advance
as set forth in the Pooling and Servicing Agreement.

     No pool insurance policy, special hazard insurance policy, bankruptcy
bond, repurchase bond or certificate guarantee insurance will be maintained
with respect to the mortgage loans, nor will any mortgage loan be subject to
FHA insurance.


                                     S-141


MODIFICATIONS, WAIVER AND AMENDMENTS

     Except as otherwise set forth in this paragraph, the Special Servicer (or,
with respect to non-material modifications, waivers and amendments, the Master
Servicer) may not waive, modify or amend (or consent to waive, modify or amend)
any provision of a mortgage loan that is not in default or as to which default
is not reasonably foreseeable except for (1) the waiver of any due-on-sale
clause or due-on-encumbrance clause to the extent permitted in the Pooling and
Servicing Agreement, and (2) any waiver, modification or amendment more than
three months after the Closing Date that would not be a "significant
modification" of the mortgage loan within the meaning of Treasury Regulations
Section 1.860G-2(b). The Master Servicer will not be permitted under the
Pooling and Servicing Agreement to agree to any modifications, waivers and
amendments without the consent of the Special Servicer except certain
non-material consents and waivers described in the Pooling and Servicing
Agreement. The Special Servicer will have the sole authority to approve any
assumptions, transfers of interest, material modifications, management company
changes, franchise affiliation changes, releases of performance escrows,
additional indebtedness, due-on-sale or due-on-encumbrance provisions with
respect to all mortgage loans (other than non-material modifications, waivers
and amendments).

     If, and only if, the Special Servicer determines that a modification,
waiver or amendment (including the forgiveness or deferral of interest or
principal or the substitution or release of collateral or the pledge of
additional collateral) of the terms of a Specially Serviced Mortgage Loan with
respect to which a payment default or other material default has occurred or a
payment default or other material default is, in the Special Servicer's
judgment, reasonably foreseeable, is reasonably likely to produce a greater
recovery on a net present value basis (the relevant discounting to be performed
at the related Mortgage Rate) than liquidation of the Specially Serviced
Mortgage Loan, then the Special Servicer may, but is not required to, agree to
a modification, waiver or amendment of the Specially Serviced Mortgage Loan,
subject to the restrictions and limitations described below (and with respect
to each AB Mortgage Loan, subject to any rights of the holder of the related
Subordinate Companion Loan, and with respect to the Universal Hotel Portfolio
Loan, subject to any rights of the holder of the Universal Hotel Portfolio B
Note, to consent to such modification, waiver or amendment).

     The Special Servicer is required to use its reasonable efforts to the
extent reasonably possible to fully amortize a modified mortgage loan prior to
the Rated Final Distribution Date. The Special Servicer may not agree to a
modification, waiver or amendment of any term of any Specially Serviced
Mortgage Loan if that modification, waiver or amendment would:

       (1) extend the maturity date of the Specially Serviced Mortgage Loan to
   a date occurring later than the earlier of (A) two years prior to the Rated
   Final Distribution Date and (B) if the Specially Serviced Mortgage Loan is
   secured by a leasehold estate and not the related fee interest, the date
   twenty years or, to the extent consistent with the Servicing Standards,
   giving due consideration to the remaining term of the ground lease, ten
   years, prior to the end of the current term of the ground lease, plus any
   unilateral options to extend; or

       (2) provide for the deferral of interest unless (A) interest accrues on
   the mortgage loan, generally, at the related Mortgage Rate and (B) the
   aggregate amount of deferred interest does not exceed 10% of the unpaid
   principal balance of the Specially Serviced Mortgage Loan.

     In the event of a modification that creates a deferral of interest on a
mortgage loan and a capitalization of such interest deferral, the Pooling and
Servicing Agreement will provide that the amount of deferred interest will be
allocated to reduce the Distributable Certificate Interest of the Class or
Classes of Certificates (other than the Class S Certificates, the Class X
Certificates and the Class UHP Certificates) with the latest sequential
designation then outstanding, and to the extent so allocated, will be added to
the Certificate Balance of the Class or Classes.

     The Special Servicer or the Master Servicer, as the case may be, will be
required to notify each other, the Directing Certificateholder (and in the case
of the Universal Hotel Portfolio Loan, the Universal Hotel Portfolio Operating
Advisor and each holder of the Universal Hotel Portfolio


                                     S-142


Companion Notes), the applicable Mortgage Loan Seller, each Rating Agency, the
Paying Agent and the Trustee of any modification, waiver or amendment of any
term of any mortgage loan and will be required to deliver to the Trustee for
deposit in the related mortgage file, an original counterpart of the agreement
related to the modification, waiver or amendment, promptly following the
execution of that agreement, all as set forth in the Pooling and Servicing
Agreement. Copies of each agreement whereby the modification, waiver or
amendment of any term of any mortgage loan is effected are required to be
available for review during normal business hours at the offices of the
Trustee. See "Description of the Certificates--Reports to Certificateholders;
Certain Available Information" in this prospectus supplement.

     The modification, waiver or amendment of each AB Mortgage Loan is subject
to certain limitations set forth in the related AB Mortgage Loan documents and
the related Intercreditor Agreement.

REALIZATION UPON DEFAULTED MORTGAGE LOANS

     Within 30 days after a mortgage loan has become a Specially Serviced
Mortgage Loan, the Special Servicer will be required to order an appraisal
(which will not be required to be received within that 30-day period) and, not
more than 30 days after receipt of such appraisal, determine the fair value of
the mortgage loan in accordance with the Servicing Standards. The Special
Servicer will be permitted to change, from time to time thereafter, its
determination of the fair value of a mortgage loan in default based upon
changed circumstances, new information or otherwise, in accordance with the
Servicing Standards.

     In the event a mortgage loan is in default, the Certificateholder holding
the largest aggregate Certificate Balance of the Controlling Class and the
Special Servicer will each have an assignable option (a "Purchase Option") to
purchase the mortgage loan in default from the trust fund ((i) with respect to
each AB Mortgage Loan, subject to the purchase right of the holder of the
related Subordinate Companion Loan, (ii) in the case of any mortgage loan with
a mezzanine loan, subject to the purchase right of the holder of the mezzanine
debt set forth under any related intercreditor agreement and (iii) with respect
to the Universal Hotel Portfolio Loan, the rights of the holders of the Class
UHP Certificates to purchase the Universal Hotel Portfolio Loan)) at a price
(the "Option Price") equal to, if the Special Servicer has not yet determined
the fair value of the mortgage loan in default, (i) (a) the unpaid principal
balance of the mortgage loan in default, plus (b) accrued and unpaid interest
on such balance, plus (c) all Yield Maintenance Charges and/or prepayment
penalties then due (except if the Purchase Option is exercised by the
Controlling Class Certificateholder), plus (d) all related unreimbursed
Servicing Advances, together with accrued and unpaid interest on all Advances,
all accrued Special Servicing Fees allocable to such mortgage loan in default
whether paid or unpaid, and any unreimbursed trust fund expenses in respect of
such mortgage loan, or (ii) the fair value of the mortgage loan in default as
determined by the Special Servicer, if the Special Servicer has made such fair
value determination. The Certificateholder holding the largest aggregate
Certificate Balance of the Controlling Class will have an exclusive right to
exercise the Purchase Option for a specified period of time.

     The party that exercises the Purchase Option with respect to the Universal
Hotel Portfolio Loan will also be required to purchase each of the Universal
Hotel Portfolio Companion Notes at the related Option Price.

     Unless and until the Purchase Option with respect to a mortgage loan in
default is exercised, the Special Servicer will be required to pursue such
other resolution strategies available under the Pooling and Servicing
Agreement, including workout and foreclosure, consistent with the Servicing
Standards, but the Special Servicer will not be permitted to sell the mortgage
loan in default other than pursuant to the exercise of the Purchase Option.

     If not exercised sooner, the Purchase Option with respect to any mortgage
loan in default will automatically terminate upon (i) the related borrower's
cure of all defaults on the mortgage loan in default, (ii) the acquisition on
behalf of the trust fund of title to the related Mortgaged


                                     S-143


Property by foreclosure or deed in lieu of foreclosure, (iii) the modification
or pay-off (full or discounted) of the mortgage loan in default in connection
with a workout and (iv) in the case of each AB Mortgage Loan Pair, the purchase
of an AB Mortgage Loan by the holder of the related Subordinate Companion Loan.
In addition, the Purchase Option with respect to a mortgage loan in default
held by any person will terminate upon the exercise of the Purchase Option by
any other holder of a Purchase Option.

     If (a) a Purchase Option is exercised with respect to a mortgage loan in
default and the person expected to acquire the mortgage loan in default
pursuant to such exercise is a Controlling Class Certificateholder, the Special
Servicer, or any of their respective affiliates (in other words, the Purchase
Option has not been assigned to another unaffiliated person) and (b) the Option
Price is based on the Special Servicer's determination of the fair value of the
mortgage loan in default, then the Master Servicer (or, if the Master Servicer
is an affiliate of the Special Servicer, an independent third party appointed
by the Trustee) will be required to determine if the Option Price represents a
fair value for the mortgage loan in default. The Master Servicer (or the
independent third party, as applicable) will be entitled to receive, out of
general collections on the mortgage loans and any REO Properties in the trust
fund, a reasonable fee for each such determination not to exceed $2,500 per
mortgage loan plus reasonable out-of-pocket costs and expenses; provided,
however, with respect to any mortgage loan, the $2,500 fee shall be collectible
once in any six month period.

     The Purchase Option with respect to each AB Mortgage Loan is subject to
the right of the holder of the related Subordinate Companion Loan to exercise
its option to purchase the related AB Mortgage Loan following a default as
described under the related Intercreditor Agreement and "Description of the
Mortgage Pool--Mezz Cap AB Mortgage Loans" in this prospectus supplement.

     If title to any Mortgaged Property is acquired by the trust fund, the
Special Servicer, on behalf of the trust fund, will be required to sell the
Mortgaged Property prior to the close of the third calendar year beginning
after the year of acquisition, unless (1) the Internal Revenue Service (the
"IRS") grants an extension of time to sell the property or (2) the Trustee
receives an opinion of independent counsel to the effect that the holding of
the property by the trust fund longer than the above-referenced three year
period will not result in the imposition of a tax on either the Upper-Tier
REMIC or the Lower-Tier REMIC or cause the trust fund (or either the Upper-Tier
REMIC or the Lower-Tier REMIC) to fail to qualify as a REMIC under the Code at
any time that any Certificate is outstanding. Subject to the foregoing and any
other tax-related limitations, pursuant to the Pooling and Servicing Agreement,
the Special Servicer will generally be required to attempt to sell any
Mortgaged Property so acquired on the same terms and conditions it would if it
were the owner. The Special Servicer will also be required to ensure that any
Mortgaged Property acquired by the trust fund is administered so that it
constitutes "foreclosure property" within the meaning of Code Section
860G(a)(8) at all times and that the sale of the property does not result in
the receipt by the trust fund of any income from nonpermitted assets as
described in Code Section 860F(a)(2)(B). If the trust fund acquires title to
any Mortgaged Property, the Special Servicer, on behalf of the trust fund, will
retain, at the expense of the trust fund, an independent contractor to manage
and operate the property. The independent contractor generally will be
permitted to perform construction (including renovation) on a foreclosed
property only if the construction was at least 10% completed at the time
default on the related mortgage loan became imminent. The retention of an
independent contractor, however, will not relieve the Special Servicer of its
obligation to manage the Mortgaged Property as required under the Pooling and
Servicing Agreement.

     Generally, neither the Upper-Tier REMIC nor the Lower-Tier REMIC will be
taxable on income received with respect to a Mortgaged Property acquired by the
trust fund to the extent that it constitutes "rents from real property," within
the meaning of Code Section 856(c)(3)(A) and Treasury regulations under the
Code. Rents from real property include fixed rents and rents based on the
receipts or sales of a tenant but do not include the portion of any rental
based on the net income or profit of any tenant or sub-tenant. No determination
has been made whether


                                     S-144


rent on any of the Mortgaged Properties meets this requirement. Rents from real
property include charges for services customarily furnished or rendered in
connection with the rental of real property, whether or not the charges are
separately stated. Services furnished to the tenants of a particular building
will be considered as customary if, in the geographic market in which the
building is located, tenants in buildings that are of similar class are
customarily with the service. No determination has been made whether the
services furnished to the tenants of the Mortgaged Properties are "customary"
within the meaning of applicable regulations. It is therefore possible that a
portion of the rental income with respect to a Mortgaged Property owned by the
trust fund would not constitute rents from real property, or that none of such
income would qualify if a separate charge is not stated for such non-customary
services or they are not performed by an independent contractor. Rents from
real property also do not include income from the operation of a trade or
business on the Mortgaged Property, such as a hotel. Any of the foregoing types
of income may instead constitute "net income from foreclosure property," which
would be taxable to the Lower-Tier REMIC at the highest marginal federal
corporate rate (currently 35%) and may also be subject to state or local taxes.
The Pooling and Servicing Agreement provides that the Special Servicer will be
permitted to cause the Lower-Tier REMIC to earn "net income from foreclosure
property" that is subject to tax if it determines that the net after-tax
benefit to Certificateholders is greater than another method of operating or
net leasing the Mortgaged Property. Because these sources of income, if they
exist, are already in place with respect to the Mortgaged Properties, it is
generally viewed as beneficial to Certificateholders to permit the trust fund
to continue to earn them if it acquires a Mortgaged Property, even at the cost
of this tax. These taxes would be chargeable against the related income for
purposes of determining the proceeds available for distribution to holders of
Certificates. See "Certain Federal Income Tax Consequences" and "Federal Income
Tax Consequences for REMIC Certificates--Taxes That May Be Imposed on the REMIC
Pool" in the prospectus.

     To the extent that Liquidation Proceeds collected with respect to any
mortgage loan (including, the Universal Hotel Portfolio B Note, if applicable)
are less than the sum of: (1) the outstanding principal balance of the mortgage
loan, (2) interest accrued on the mortgage loan and (3) the aggregate amount of
expenses reimbursable to the Master Servicer, Special Servicer or the Trustee
or paid out of the trust fund that were not reimbursed by the related borrower
(including any unpaid servicing compensation, unreimbursed Servicing Advances
and unpaid and accrued interest on all Advances and additional trust fund
expenses) incurred with respect to the mortgage loan, the trust fund will
realize a loss in the amount of the shortfall. The Trustee, the Fiscal Agent,
the Master Servicer and/or the Special Servicer will be entitled to
reimbursement out of the Liquidation Proceeds recovered on any mortgage loan,
prior to the distribution of those Liquidation Proceeds to Certificateholders,
of any and all amounts that represent unpaid servicing compensation in respect
of the related mortgage loan, certain unreimbursed expenses incurred with
respect to the mortgage loan and any unreimbursed Advances (including interest
thereon) made with respect to the mortgage loan. In addition, amounts otherwise
distributable on the Certificates will be further reduced by interest payable
to the Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent
on these Advances.

     If any Mortgaged Property suffers damage and the proceeds, if any, of the
related hazard insurance policy are insufficient to restore fully the damaged
property, the Master Servicer will not be required to advance the funds to
effect the restoration unless (1) the Special Servicer determines that the
restoration will increase the proceeds to Certificateholders on liquidation of
the mortgage loan after reimbursement of the Special Servicer or the Master
Servicer, as the case may be, for its expenses and (2) the Master Servicer has
not determined that the advance would be a Nonrecoverable Advance.

INSPECTIONS; COLLECTION OF OPERATING INFORMATION

     The Master Servicer will be required to perform or cause to be performed
(at its own expense), physical inspections of each Mortgaged Property securing
a Mortgage Note with a Stated Principal Balance of (A) $2,000,000 or more at
least once every 12 months and (B) less than


                                     S-145


$2,000,000 at least once every 24 months, in each case commencing in the
calendar year 2006 unless a physical inspection has been performed by the
Special Servicer within the last calendar year and the Master Servicer has no
knowledge of a material change in the Mortgaged Property since such physical
inspection; provided, further, however, that if any scheduled payment becomes
more than 60 days delinquent on the related mortgage loan, the Special Servicer
is required to inspect the related Mortgaged Property as soon as practicable
after the mortgage loan becomes a Specially Serviced Mortgage Loan and annually
thereafter for so long as the mortgage loan remains a Specially Serviced
Mortgage Loan (the cost of which inspection will be reimbursed from the
Certificate Account as an expense of the trust fund, and, in the case of any AB
Mortgage Loan, as an expense of the holder of the related Subordinate Companion
Loan to the extent provided by the related Intercreditor Agreement). The
Special Servicer or the Master Servicer, as applicable, will be required to
prepare a written report of the inspection describing, among other things, the
condition of and any damage to the Mortgaged Property and specifying the
existence of any material vacancies in the Mortgaged Property of which it has
knowledge, of any sale, transfer or abandonment of the Mortgaged Property, of
any material change in the condition of the Mortgaged Property, or of any
material waste committed on the Mortgaged Property.

     With respect to each mortgage loan that requires the borrower to deliver
Operating Statements, the Special Servicer or the Master Servicer, as
applicable, is also required to use reasonable efforts to collect and review
the annual Operating Statements of the related Mortgaged Property. Most of the
mortgage loan documents obligate the related borrower to deliver annual
property Operating Statements. However, we cannot assure you that any Operating
Statements required to be delivered will in fact be delivered, nor is the
Special Servicer or the Master Servicer likely to have any practical means of
compelling the delivery in the case of an otherwise performing mortgage loan.

     Copies of the inspection reports and Operating Statements referred to
above that are delivered to the Directing Certificateholder and the Paying
Agent will be available for review by Certificateholders during normal business
hours at the offices of the Paying Agent. See "Description of the Certificates--
Reports to Certificateholders; Certain Available Information" in this prospectus
supplement.

CERTAIN MATTERS REGARDING THE MASTER SERVICER, THE SPECIAL SERVICER AND THE
DEPOSITOR

     The Pooling and Servicing Agreement permits the Master Servicer and the
Special Servicer to resign from their respective obligations only upon (a) the
appointment of, and the acceptance of the appointment by, a successor and
receipt by the Trustee of written confirmation from each Rating Agency that the
resignation and appointment will not, in and of itself, cause a downgrade,
withdrawal or qualification of the rating assigned by such Rating Agency to any
Class of Certificates; and the approval of such successor by the Directing
Certificateholder, which approval shall not be unreasonably withheld, or (b) a
determination that their respective obligations are no longer permissible with
respect to the Master Servicer or the Special Servicer, as the case may be,
under applicable law. No resignation will become effective until the Trustee or
other successor has assumed the obligations and duties of the resigning Master
Servicer or Special Servicer, as the case may be, under the Pooling and
Servicing Agreement.

     The Pooling and Servicing Agreement will provide that none of the Master
Servicer, the Special Servicer, the Depositor or any member, manager, director,
officer, employee or agent of any of them will be under any liability to the
trust fund or the Certificateholders for any action taken, or not taken, in
good faith pursuant to the Pooling and Servicing Agreement or for errors in
judgment; provided, however, that none of the Master Servicer, the Special
Servicer, the Depositor or similar person will be protected against any
liability that would otherwise be imposed by reason of willful misfeasance, bad
faith or negligence in the performance of obligations or duties under the
Pooling and Servicing Agreement or by reason of negligent disregard of the
obligations and duties. The Pooling and Servicing Agreement will also provide
that the Master Servicer, the Special Servicer (or the Special Servicer's
members and managers),


                                     S-146


the Depositor and their respective affiliates and any director, officer,
employee or agent of any of them will be entitled to indemnification by the
trust fund against any loss, liability or expense incurred in connection with
any legal action or claim that relates to the Pooling and Servicing Agreement
or the Certificates; provided, however, that the indemnification will not
extend to any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence in the performance of obligations or
duties under the Pooling and Servicing Agreement, by reason of negligent
disregard of such party's obligations or duties, or in the case of the
Depositor and any of its directors, officers, members, managers, employees and
agents, any violation by any of them of any state or federal securities law.

     In addition, the Pooling and Servicing Agreement will provide that none of
the Master Servicer, the Special Servicer or the Depositor will be under any
obligation to appear in, prosecute or defend any legal action that is not
incidental to its respective responsibilities under the Pooling and Servicing
Agreement or that in its opinion may involve it in any expense or liability not
reimbursed by the trust. However, each of the Master Servicer, the Special
Servicer and the Depositor will be permitted, in the exercise of its
discretion, to undertake any action that it may deem necessary or desirable
with respect to the enforcement and/or protection of the rights and duties of
the parties to the Pooling and Servicing Agreement and the interests of the
Certificateholders (and in the case of any AB Mortgage Loan, the rights of the
Certificateholders and the holder of the related Subordinate Companion Loan (as
a collective whole)) under the Pooling and Servicing Agreement; provided,
however, that if the Universal Hotel Portfolio Whole Loan and/or holders of the
Universal Hotel Portfolio Companion Notes or the holder of the Universal Hotel
Portfolio B Note are involved, such expenses, costs and liabilities will be
payable out of funds related to the Universal Hotel Portfolio Whole Loan and
will also be payable out of the other funds in the Certificate Account if
amounts on deposit with respect to such whole loan are insufficient therefor
but, if the amount relates to the Universal Hotel Portfolio Loan, then any
subsequent recovery on the Universal Hotel Portfolio Whole Loan will be used to
reimburse the trust for the reimbursement that the trust made. In that event,
the legal expenses and costs of the action, and any liability resulting from
the action, will be expenses, costs and liabilities of the Certificateholders,
and the Master Servicer, the Special Servicer or the Depositor, as the case may
be, will be entitled to charge the Certificate Account for the expenses.

     Pursuant to the Pooling and Servicing Agreement, the Master Servicer and
Special Servicer will each be required to maintain a fidelity bond and errors
and omissions policy or their equivalent that provides coverage against losses
that may be sustained as a result of an officer's or employee's
misappropriation of funds or errors and omissions, subject to certain
limitations as to amount of coverage, deductible amounts, conditions,
exclusions and exceptions permitted by the Pooling and Servicing Agreement.
Notwithstanding the foregoing, the Master Servicer will be allowed to
self-insure with respect to an errors and omission policy and a fidelity bond
so long as certain conditions set forth in the Pooling and Servicing Agreement
are met.

     Any person into which the Master Servicer, the Special Servicer or the
Depositor may be merged or consolidated, or any person resulting from any
merger or consolidation to which the Master Servicer, the Special Servicer or
the Depositor is a party, or any person succeeding to the business of the
Master Servicer, the Special Servicer or the Depositor, will be the successor
of the Master Servicer, the Special Servicer or the Depositor, as the case may
be, under the Pooling and Servicing Agreement. The Master Servicer and the
Special Servicer may have other normal business relationships with the
Depositor or the Depositor's affiliates.

     Unless and until the Purchase Option with respect to a mortgage loan in
default is exercised or expires, the Special Servicer will be required to
pursue such other resolution strategies available under the Pooling and
Servicing Agreement, including workout and foreclosure, consistent with the
Servicing Standard and the REMIC Provisions, but the Special Servicer will not
be permitted to sell the mortgage loan in default other than pursuant to the
exercise of the Purchase Option.


                                     S-147


EVENTS OF DEFAULT

     "Events of Default" under the Pooling and Servicing Agreement with respect
to the Master Servicer or the Special Servicer, as the case may be, will
include, without limitation:

          (a)(i) any failure by the Master Servicer to make a required deposit
     to the Certificate Account on the day such deposit was first required to be
     made, which failure is not remedied within one business day, or (ii) any
     failure by the Master Servicer to deposit into, or remit to the Paying
     Agent for deposit into, the Distribution Account any amount required to be
     so deposited or remitted, which failure is not remedied by 11:00 a.m. New
     York City time on the relevant Distribution Date;

          (b) any failure by the Special Servicer to deposit into the REO
     Account within one business day after the day such deposit is required to
     be made, or to remit to the Master Servicer for deposit in the Certificate
     Account any such remittance required to be made by the Special Servicer on
     the day such remittance is required to be made under the Pooling and
     Servicing Agreement;

          (c) any failure by the Master Servicer or the Special Servicer duly to
     observe or perform in any material respect any of its other covenants or
     obligations under the Pooling and Servicing Agreement, which failure
     continues unremedied for thirty days (fifteen days in the case of the
     Master Servicer's failure to make a Servicing Advance or fifteen days in
     the case of a failure to pay the premium for any insurance policy required
     to be maintained under the Pooling and Servicing Agreement or ten days in
     the case of a failure by the Master Servicer or the Special Servicer to
     deliver certain reports required under the Pooling and Servicing Agreement)
     after written notice of the failure has been given to the Master Servicer
     or the Special Servicer, as the case may be, by any other party to the
     Pooling and Servicing Agreement, or to the Master Servicer or the Special
     Servicer, as the case may be, with a copy to each other party to the
     related Pooling and Servicing Agreement, by Certificateholders of any
     Class, evidencing as to that Class, Percentage Interests aggregating not
     less than 25%; provided, however, if that failure is capable of being cured
     and the Master Servicer or Special Servicer, as applicable, is diligently
     pursuing that cure, that 30-day period will be extended an additional 30
     days;

          (d) any breach on the part of the Master Servicer or the Special
     Servicer of any representation or warranty in the Pooling and Servicing
     Agreement that materially and adversely affects the interests of any Class
     of Certificateholders and that continues unremedied for a period of 30 days
     after the date on which notice of that breach, requiring the same to be
     remedied, will have been given to the Master Servicer or the Special
     Servicer, as the case may be, by the Depositor, the Paying Agent or the
     Trustee, or to the Master Servicer, the Special Servicer, the Depositor,
     the Paying Agent and the Trustee by the Certificateholders of any Class,
     evidencing as to that Class, Percentage Interests aggregating not less than
     25%; provided, however, if that breach is capable of being cured and the
     Master Servicer or Special Servicer, as applicable, is diligently pursuing
     that cure, that 30-day period will be extended an additional 30 days;

          (e) certain events of insolvency, readjustment of debt, marshaling of
     assets and liabilities or similar proceedings in respect of or relating to
     the Master Servicer or the Special Servicer, and certain actions by or on
     behalf of the Master Servicer or the Special Servicer indicating its
     insolvency or inability to pay its obligations;

          (f) a servicing officer of the Master Servicer or Special Servicer, as
     applicable, obtains actual knowledge that Moody's has (i) qualified,
     downgraded or withdrawn its rating or ratings of one or more Classes of
     Certificates, or (ii) has placed one or more Classes of Certificates on
     "watch status" in contemplation of a ratings downgrade or withdrawal (and
     such "watch status" placement shall not have been withdrawn by Moody's
     within 60 days of the date such servicing officer obtained such actual
     knowledge) and, in the case of either of clauses (i) or (ii), cited
     servicing concerns with the Master Servicer or Special Servicer, as
     applicable, as the sole or material factor in such rating action;


                                     S-148


          (g) the Trustee has received a written notice from Fitch (which the
     Trustee is required to promptly forward to the Master Servicer or the
     Special Servicer, as applicable), to the effect that if the Master Servicer
     or the Special Servicer, as applicable, continues to act in such capacity,
     the rating or ratings on one or more Classes of Certificates will be
     downgraded or withdrawn, citing servicing concerns relating to the Master
     Servicer or the Special Servicer, as the case may be, as the sole or
     material factor in such action; provided, such Master Servicer or the
     Special Servicer, as applicable, shall have ninety (90) days to resolve
     such matters to the satisfaction of Fitch (or such longer time period as
     may be agreed to in writing by Fitch) prior to the replacement of the
     Master Servicer or the Special Servicer or the downgrade of any Class of
     Certificates;

          (h) the Master Servicer or the Special Servicer is no longer rated at
     least "CMS3" or "CSS3", respectively, by Fitch, and is not restored to such
     rating within 90 days of such delisting; or

          (i) the Master Servicer or the Special Servicer is removed from S&P's
     select servicer list as a U.S. commercial mortgage master servicer or a
     U.S. commercial mortgage special servicer, as applicable, and any of the
     ratings assigned by S&P to any securities backed by a United Hotel
     Portfolio Companion Note is qualified, downgraded or withdrawn in
     connection with that removal and the Master Servicer or Special Servicer is
     not reinstated to such status on such select servicer list within 30 days.

RIGHTS UPON EVENT OF DEFAULT

     If an Event of Default occurs with respect to the Master Servicer or the
Special Servicer under the Pooling and Servicing Agreement, then, so long as
the Event of Default remains unremedied, the Depositor or the Trustee will be
authorized, and at the written direction of Certificateholders entitled to not
less than 51% of the Voting Rights or the Directing Certificateholder, the
Trustee will be required, to terminate all of the rights and obligations of the
defaulting party as Master Servicer or Special Servicer, as applicable (other
than certain rights in respect of indemnification and certain items of
servicing compensation), under the Pooling and Servicing Agreement (or with
respect to an Event of Default under clause (i) as set forth in "--Events of
Default" above, termination of the Master Servicer or Special Servicer, as
applicable, solely with respect to the Universal Hotel Portfolio Whole Loan).
The Trustee will then succeed to all of the responsibilities, duties and
liabilities of the defaulting party as Master Servicer or Special Servicer, as
applicable, under the Pooling and Servicing Agreement (or with respect to an
Event of Default under clause (i) as set forth in "--Events of Default" above,
solely with respect to the Universal Hotel Portfolio Whole Loan) and will be
entitled to similar compensation arrangements. If the Trustee is unwilling or
unable so to act, it may (or, at the written request of the Directing
Certificateholder or Certificateholders entitled to not less than 51% of the
Voting Rights, it will be required to) appoint, or petition a court of
competent jurisdiction to appoint, a loan servicing institution or other entity
that would not result in the downgrade, qualification or withdrawal of the
ratings assigned to any Class of Certificates by either Rating Agency to act as
successor to the Master Servicer or Special Servicer, as the case may be, under
the Pooling and Servicing Agreement (or with respect to an Event of Default
under clause (i) as set forth in "--Events of Default" above, to act as
successor to the Master Servicer or Special Servicer, as applicable, solely
with respect to the Universal Hotel Portfolio Whole Loan) and that has been
approved by the Directing Certificateholder, which approval shall not be
unreasonably withheld.

     In addition, solely with respect to the Universal Hotel Portfolio Whole
Loan, if neither the Depositor nor the Trustee terminates all of the rights and
obligations of the defaulting party as a result of an Event of Default under
clause (i) under "--Events of Default" above, any holder of a Universal Hotel
Portfolio Companion Note will be authorized to terminate the Master Servicer or
Special Servicer, as applicable, solely with respect to the Universal Hotel
Portfolio Whole Loan. The Universal Hotel Portfolio Majority Companion
Noteholders will have the right to appoint a successor to the Master Servicer
or Special Servicer, as the case may be, under the Pooling and Servicing
Agreement with respect to the Universal Hotel Portfolio Whole Loan. In the
event that


                                     S-149


the Universal Hotel Portfolio Majority Companion Noteholders cannot agree to a
successor Master Servicer or Special Servicer, as applicable, the Trustee will
succeed to all the responsibilities, duties and liabilities of the defaulting
party as Master Servicer or Special Servicer, as applicable, under the Pooling
and Servicing Agreement with respect to the Universal Hotel Portfolio Whole
Loan, in the manner discussed in the preceding paragraph.

     No Certificateholder will have any right under the Pooling and Servicing
Agreement to institute any proceeding with respect to the Certificates or the
Pooling and Servicing Agreement unless the holder previously has given to the
Trustee written notice of default and the continuance of the default and unless
the holders of Certificates of any Class evidencing not less than 25% of the
aggregate Percentage Interests constituting the Class have made written request
upon the Trustee to institute a proceeding in its own name (as Trustee) and
have offered to the Trustee reasonable indemnity, and the Trustee for 60 days
after receipt of the request and indemnity has neglected or refused to
institute the proceeding. However, the Trustee will be under no obligation to
exercise any of the trusts or powers vested in it by the Pooling and Servicing
Agreement or to institute, conduct or defend any related litigation at the
request, order or direction of any of the Certificateholders, unless the
Certificateholders have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities that may be incurred as a result.

AMENDMENT

     The Pooling and Servicing Agreement may be amended by the parties to the
Pooling and Servicing Agreement, without the consent of any of the holders of
Certificates:

          (a) to cure any ambiguity to the extent the cure of the ambiguity does
     not materially and adversely affect the interests of any Certificateholder;

          (b) to cause the provisions in the Pooling and Servicing Agreement to
     conform or be consistent with or in furtherance of the statements made in
     this prospectus supplement with respect to the Certificates, the trust or
     the Pooling and Servicing Agreement or to correct or supplement any of its
     provisions which may be inconsistent with any other provisions therein or
     to correct any error to the extent, in each case, it does not materially
     and adversely affect the interests of any Certificateholder;

          (c) to change the timing and/or nature of deposits in the Certificate
     Account, the Distribution Accounts or the REO Account, provided, that (A)
     the Master Servicer Remittance Date shall in no event be later than the
     business day prior to the related Distribution Date, (B) the change would
     not adversely affect in any material respect the interests of any
     Certificateholder or the holders of the Universal Hotel Portfolio Companion
     Notes, if applicable, as evidenced by an opinion of counsel (at the expense
     of the party requesting the amendment) and (C) the change would not result
     in the downgrade, qualification or withdrawal of the ratings assigned to
     any Class of Certificates by either Rating Agency, as evidenced by a letter
     from each Rating Agency;

          (d) to modify, eliminate or add to any of its provisions (i) to the
     extent as will be necessary to maintain the qualification of either the
     Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, to maintain the
     grantor trust portion of the trust fund as a grantor trust or to avoid or
     minimize the risk of imposition of any tax on the trust fund, provided,
     that the Trustee has received an opinion of counsel (at the expense of the
     party requesting the amendment) to the effect that (1) the action is
     necessary or desirable to maintain such qualification or to avoid or
     minimize such risk and (2) the action will not adversely affect in any
     material respect the interests of any holder of the Certificates or (ii) to
     restrict (or to remove any existing restrictions with respect to) the
     transfer of the Residual Certificates, provided, that the Depositor has
     determined that the amendment will not give rise to any tax with respect to
     the transfer of the Residual Certificates to a non-permitted transferee
     (see "Certain Federal Income Tax Consequences" and "Federal Income Tax
     Consequences for REMIC Certificates--Taxation of Residual
     Certificates--Tax-Related Restrictions on Transfer of Residual
     Certificates" in the prospectus);


                                     S-150


          (e) to make any other provisions with respect to matters or questions
     arising under the Pooling and Servicing Agreement or any other change,
     provided that the required action will not adversely affect in any material
     respect the interests of any Certificateholder, as evidenced by an opinion
     of counsel and written confirmation that the change would not result in the
     downgrade, qualification or withdrawal of the ratings assigned to any Class
     of Certificates by either Rating Agency;

          (f) to amend or supplement any provision of the Pooling and Servicing
     Agreement to the extent necessary to maintain the ratings assigned to each
     Class of Certificates by each Rating Agency, as evidenced by written
     confirmation that the change would not result in the downgrade,
     qualification or withdrawal of the ratings assigned to any Class of
     Certificates by such Rating Agency; and

          (g) to amend the Pooling and Servicing Agreement to the extent
     necessary to issue new Class UHP Certificates exchanged for the initial
     Class UHP Certificates.

     Notwithstanding the foregoing, no amendment may be made that changes in
any manner the obligations of any Mortgage Loan Seller under a Purchase
Agreement without the consent of the applicable Mortgage Loan Seller.

     The Pooling and Servicing Agreement may also be amended by the parties to
the Pooling and Servicing Agreement with the consent of the holders of
Certificates of each Class affected by such amendment evidencing, in each case,
not less than 66-2/3% of the aggregate Percentage Interests constituting the
Class for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Pooling and Servicing Agreement or of
modifying in any manner the rights of the holders of the Certificates, except
that the amendment may not (1) reduce in any manner the amount of, or delay the
timing of, payments received on the mortgage loans that are required to be
distributed on a Certificate of any Class without the consent of the holder of
that Certificate or which are required to be distributed to a holder of a
Subordinate Companion Loan without the consent of such holder, (2) reduce the
aforesaid percentage of Certificates of any Class the holders of which are
required to consent to the amendment or remove the requirement to obtain
consent of the holder of the related Subordinate Companion Loan, without the
consent of the holders of all Certificates of that Class then outstanding or
the holder of the related Subordinate Companion Loan, as applicable, (3)
adversely affect the Voting Rights of any Class of Certificates, without the
consent of the holders of all Certificates of that Class then outstanding, (4)
change in any manner the obligations of any Mortgage Loan Seller under a
Purchase Agreement without the consent of the applicable Mortgage Loan Seller,
or (5) amend the Servicing Standards without, in each case, the consent of 100%
of the holders of Certificates and the holder of the related Subordinate
Companion Loan or written confirmation that such amendment would not result in
the downgrade, qualification or withdrawal of the ratings assigned to any Class
of Certificates by either Rating Agency.

     Notwithstanding the foregoing, no party will be required to consent to any
amendment to the Pooling and Servicing Agreement without the Trustee having
first received an opinion of counsel (at the trust fund's expense) to the
effect that the amendment is permitted under the Pooling and Servicing
Agreement and that the amendment or the exercise of any power granted to the
Master Servicer, the Special Servicer, the Depositor, the Trustee, the Fiscal
Agent or any other specified person in accordance with the amendment, will not
result in the imposition of a tax on any portion of the trust fund or cause
either the Upper-Tier REMIC or Lower-Tier REMIC to fail to qualify as a REMIC
or cause the grantor trust portion of the trust fund to fail to qualify as a
grantor trust.


                                     S-151


                       YIELD AND MATURITY CONSIDERATIONS

YIELD CONSIDERATIONS

     General. The yield on any Offered Certificate will depend on: (1) the
Pass-Through Rate for the Certificate; (2) the price paid for the Certificate
and, if the price was other than par, the rate and timing of payments of
principal on the Certificate (or, in the case of the Class X-2 Certificates,
the Notional Amounts of the related Class X-2 Components); (3) the aggregate
amount of distributions on the Certificate, or in the case of the Class X-2
Certificates, reduction of the Notional Amount of the Class X-2 Components as a
result of such distributions; and (4) the aggregate amount of Collateral
Support Deficit amounts allocated to a Class of Offered Certificates (or, in
the case of the Class X-2 Certificates, in reduction of the Notional Amounts of
the related Class X-2 Components).

     Pass-Through Rate. The Pass-Through Rate applicable to each Class of
Offered Certificates for any Distribution Date will equal the rate set forth on
the cover of this prospectus supplement. See "Description of the Certificates"
in this prospectus supplement.

     Rate and Timing of Principal Payments. The yield to holders of Offered
Certificates that are purchased at a discount or premium will be affected by
the rate and timing of principal payments on the mortgage loans (including
principal prepayments on the mortgage loans resulting from both voluntary
prepayments by the borrowers and involuntary liquidations). As described in
this prospectus supplement, the Principal Distribution Amount for each
Distribution Date will generally be distributable first, in respect of the
Class A-SB Certificates until their Certificate Balance is reduced to the Class
A-SB Planned Principal Balance; second, in respect of the Class A-1
Certificates until their Certificate Balance is reduced to zero; third, in
respect of the Class A-2 Certificates until their Certificate Balance is
reduced to zero; fourth, in respect of the Class A-3A and Class A-3B
Certificates, pro rata (based on their Certificate Balances), until their
Certificate Balances are reduced to zero, provided that amounts allocable to
the Class A-3A Certificates will be distributed first to the Class A-3A1
Certificates until their Certificate Balance has been reduced to zero and then
to the Class A-3A2 Certificates until their Certificate Balance has been
reduced to zero; fifth, in respect of the Class A-4 Certificates until their
Certificate Balance is reduced to zero; and sixth, in respect of the Class A-SB
Certificates until their Certificate Balance is reduced to zero. After those
distributions, the remaining Principal Distribution Amount with respect to the
pool of mortgage loans will generally be distributable entirely in respect of
the Class A-M Certificates, then in respect of the Class A-J Certificates, and
then in respect of the Class B, Class C and Class D Certificates and then the
Non-Offered Certificates (other than the Class S and Class X-1 Certificates),
in that order, in each case until the Certificate Balance of such Class of
Certificates is reduced to zero. Consequently, the rate and timing of principal
payments on the mortgage loans will in turn be affected by their amortization
schedules, Lockout Periods, Yield Maintenance Charges, the dates on which
balloon payments are due, any extensions of maturity dates by the Master
Servicer or the Special Servicer and the rate and timing of principal
prepayments and other unscheduled collections on the mortgage loans (including
for this purpose, collections made in connection with liquidations of mortgage
loans due to defaults, casualties or condemnations affecting the Mortgaged
Properties, or purchases of mortgage loans out of the trust fund). With respect
to the Class A-SB Certificates, the extent to which the planned principal
balances are achieved and the sensitivity of the Class A-SB Certificates to
principal prepayments on the mortgage loans will depend in part on the period
of time during which the Class A-1, Class A-2, Class A-3A, Class A-3B and Class
A-4 Certificates remain outstanding. In particular, once such Classes of
Certificates are no longer outstanding, any remaining portion on any
Distribution Date of the Principal Distribution Amount will be distributed on
the Class A-SB Certificates until their Certificate Balance is reduced to zero.
As such, the Class A-SB Certificates will become more sensitive to the rate of
prepayments on the mortgage loans than they were when the Class A-1, Class A-2,
Class A-3A, Class A-3B and Class A-4 Certificates were outstanding.
Furthermore, because the Class X-2 Certificates are not entitled to
distributions of principal, the yield on such Certificates will be extremely
sensitive to prepayments


                                     S-152


on the mortgage loans to the extent distributed to reduce the notional balances
of the related Class X-2 Components. In addition, although the borrowers under
the ARD Loans may have certain incentives to prepay the ARD Loans on their
Anticipated Repayment Dates, we cannot assure you that the borrowers will be
able to prepay the ARD Loans on their Anticipated Repayment Dates. The failure
of a borrower to prepay an ARD Loan on its Anticipated Repayment Date will not
be an event of default under the terms of the ARD Loans, and pursuant to the
terms of the Pooling and Servicing Agreement, neither the Master Servicer nor
the Special Servicer will be permitted to take any enforcement action with
respect to a borrower's failure to pay Excess Interest, other than requests for
collection, until the scheduled maturity of the respective ARD Loan; provided
that the Master Servicer or the Special Servicer, as the case may be, may take
action to enforce the trust fund's right to apply excess cash flow to principal
in accordance with the terms of the ARD Loan documents. See "Risk Factors--
Borrower May Be Unable to Repay Remaining Principal Balance on Maturity Date or
Anticipated Repayment Date" in this prospectus supplement.

     Prepayments and, assuming the respective stated maturity dates for the
mortgage loans have not occurred, liquidations and purchases of the mortgage
loans, will result in distributions on the Offered Certificates of amounts that
would otherwise be distributed over the remaining terms of the mortgage loans.
Defaults on the mortgage loans, particularly at or near their stated maturity
dates, may result in significant delays in payments of principal on the
mortgage loans (and, accordingly, on the Offered Certificates) while work-outs
are negotiated or foreclosures are completed. See "Servicing of the Mortgage
Loans--Modifications, Waiver and Amendments" and "--Realization Upon Defaulted
Mortgage Loans" in this prospectus supplement and "Certain Legal Aspects of
Mortgage Loans--Foreclosure" in the prospectus. Because the rate of principal
payments on the mortgage loans will depend on future events and a variety of
factors (as described below), we cannot assure you as to the rate of principal
payments or the rate of principal prepayments in particular. We are not aware
of any relevant publicly available or authoritative statistics with respect to
the historical prepayment experience of a large group of mortgage loans
comparable to the mortgage loans.

     The extent to which the yield to maturity of any Class of Offered
Certificates may vary from the anticipated yield will depend upon the degree to
which the Certificates are purchased at a discount or premium and when, and to
what degree, payments of principal on the mortgage loans are in turn
distributed on the Certificates, or, in the case of the Class X-2 Certificates,
applied to reduce the notional balances of the related Class X-2 Components. An
investor should consider, in the case of any Offered Certificate (other than
the Class X-2 Certificates) purchased at a discount, the risk that a slower
than anticipated rate of principal payments on the mortgage loans will result
in an actual yield to the investor that is lower than the anticipated yield
and, in the case of any Offered Certificate purchased at a premium, the risk
that a faster than anticipated rate of principal payments on the mortgage loans
will result in an actual yield to the investor that is lower than the
anticipated yield. In general, the earlier a payment of principal is
distributed on an Offered Certificate purchased at a discount or premium, the
greater will be the effect on an investor's yield to maturity. As a result, the
effect on an investor's yield of principal payments distributed on an
investor's Offered Certificates occurring at a rate higher (or lower) than the
rate anticipated by the investor during any particular period would not be
fully offset by a subsequent like reduction (or increase) in the rate of
principal payments.

     Because the Notional Amount of the Class X-2 Certificates is based upon
all or some of the outstanding principal balance of some of the other Classes
of Certificates or applicable portions of such Classes, the yield to maturity
on the Class X-2 Certificates will be extremely sensitive to the rate and
timing of prepayments of principal on the mortgage loans.

     Principal prepayments on the mortgage loans may also affect the yield on
the Class A-3B, Class A-M, Class X-2, Class A-J, Class B, Class C and Class D
Certificates to the extent such Class of Certificates has a Pass-Through Rate
equal to, based on, or limited by the WAC Rate to the extent that mortgage
loans with higher mortgage rates prepay faster than mortgage loans with lower


                                     S-153


mortgage rates. The Pass-Through Rates on those Classes of Certificates may be
adversely affected by a decrease in the WAC Rate even if principal prepayments
do not occur.

     Losses and Shortfalls. The yield to holders of the Offered Certificates
will also depend on the extent to which the holders are required to bear the
effects of any losses or shortfalls on the mortgage loans. Losses and other
shortfalls on the mortgage loans will generally be borne by (i) with respect to
the Universal Hotel Portfolio Whole Loan, the holders of the Class UHP
Certificates and then to the holders of the Class NR, Class P, 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 and then the Class A-M
Certificates, in that order, and (ii) with respect to any other mortgage loan,
the holders of the Class NR, Class P, 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 and then the Class A-M Certificates, in that order, in each case
to the extent of amounts otherwise distributable in respect of the Class of
Certificates. In the event of the reduction of the Certificate Balances of all
those Classes of Certificates to zero, the resulting losses and shortfalls will
then be borne, pro rata, by the Class A Certificates. Although losses will not
be allocated to the Class X-2 Certificates directly, they will reduce the
Notional Amount of the related Class X-2 Components to the extent such losses
are allocated to the related Classes of Principal Balance Certificates, and
therefore the Class X-2 Notional Amount, which will reduce the yield on such
Certificates.

     Certain Relevant Factors. The rate and timing of principal payments and
defaults and the severity of losses on the mortgage loans may be affected by a
number of factors, including, without limitation, prevailing interest rates,
the terms of the mortgage loans (for example, due-on-sale clauses, Lockout
Periods or Yield Maintenance Charges and amortization terms that require
balloon payments), the demographics and relative economic vitality of the areas
in which the Mortgaged Properties are located and the general supply and demand
for rental properties in those areas, the quality of management of the
Mortgaged Properties, the servicing of the mortgage loans, possible changes in
tax laws and other opportunities for investment. See "Risk Factors" and
"Description of the Mortgage Pool" in this prospectus supplement and "Risk
Factors" and "Yield and Maturity Considerations--Yield and Prepayment
Considerations" in the prospectus.

     The rate of prepayment on the pool of mortgage loans is likely to be
affected by prevailing market interest rates for mortgage loans of a comparable
type, term and risk level as the mortgage loans. When the prevailing market
interest rate is below a mortgage coupon, a borrower may have an increased
incentive to refinance its mortgage loan. However, under all of the mortgage
loans, voluntary prepayments are subject to Lockout Periods and/or Yield
Maintenance Charges. See "Description of the Mortgage Pool--Certain Terms and
Conditions of the Mortgage Loans--Prepayment Provisions" in this prospectus
supplement. In any case, we cannot assure you that the related borrowers will
refrain from prepaying their mortgage loans due to the existence of Yield
Maintenance Charges or prepayment premiums, or that involuntary prepayments
will not occur.

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

     The Depositor makes no representation as to the particular factors that
will affect the rate and timing of prepayments and defaults on the mortgage
loans, as to the relative importance of those factors, as to the percentage of
the principal balance of the mortgage loans that will be prepaid or as to which
a default will have occurred as of any date or as to the overall rate of
prepayment or default on the mortgage loans.

     Delay in Payment of Distributions. Because each monthly distribution is
made on each Distribution Date, which is at least 12 days after the end of the
related Interest Accrual Period for the Offered Certificates the effective
yield to the holders of such Offered Certificates will be


                                     S-154


lower than the yield that would otherwise be produced by the applicable
Pass-Through Rates and purchase prices (assuming the prices did not account for
the delay).

     Unpaid Distributable Certificate Interest. As described under "Description
of the Certificates--Distributions--Priority" in this prospectus supplement, if
the portion of the Available Distribution Amount distributable in respect of
interest on any Class of Offered Certificates on any Distribution Date is less
than the Distributable Certificate Interest then payable for that Class of
Certificates, the shortfall will be distributable to holders of that Class of
Certificates on subsequent Distribution Dates, to the extent of available
funds. Any shortfall will not bear interest, however, so it will negatively
affect the yield to maturity of the related Class of Certificates for so long
as it is outstanding.

WEIGHTED AVERAGE LIFE

     The weighted average life of an Offered Certificate refers to the average
amount of time that will elapse from the date of its issuance until each dollar
allocable to principal of the Certificate is distributed to the related
investor. The weighted average life of an Offered Certificate will be
influenced by, among other things, the rate at which principal on the mortgage
loans is paid or otherwise collected, which may be in the form of scheduled
amortization, voluntary prepayments, Insurance and Condemnation Proceeds and
Liquidation Proceeds. As described in this prospectus supplement, the Principal
Distribution Amount for each Distribution Date will generally be distributable
first, in respect of the Class A-SB Certificates until their Certificate
Balance is reduced to the Class A-SB Planned Principal Balance, second, in
respect of the Class A-1 Certificates until their Certificate Balance is
reduced to zero, third, in respect of the Class A-2 Certificates until their
Certificate Balance is reduced to zero, fourth, in respect of the Class A-3A
and Class A-3B Certificates, pro rata (based on their Certificate Balances),
until their Certificate Balances are reduced to zero, provided that amounts
allocable to the Class A-3A Certificates will be distributed first to the Class
A-3A1 Certificates until their Certificate Balance has been reduced to zero and
then to the Class A-3A2 Certificates until their Certificate Balance has been
reduced to zero, fifth, in respect of the Class A-4 Certificates until their
Certificate Balance is reduced to zero and sixth, in respect of the Class A-SB
until their Certificate Balance is reduced to zero. After those distributions,
the remaining Principal Distribution Amount with respect to all the mortgage
loans will generally be distributable entirely in respect of the Class A-M
Certificates, then in respect of the Class A-J Certificates, and then in
respect of the Class B, Class C and Class D Certificates and then the
Non-Offered Certificates (other than the Class S and Class X-1 Certificates),
in that order, in each case until the Certificate Balance of each such Class of
Certificates is reduced to zero.

     Prepayments on mortgage loans may be measured by a prepayment standard or
model. The model used in this prospectus supplement is the "Constant Prepayment
Rate" or "CPR" model. The CPR model represents an assumed constant annual rate
of prepayment each month, expressed as a per annum percentage of the
then-scheduled principal balance of the pool of mortgage loans. As used in each
of the following tables, the column headed "0% CPR" assumes that none of the
mortgage loans is prepaid before its maturity date or Anticipated Repayment
Date, as the case may be. The columns headed "0% CPR," "25% CPR," "50% CPR,"
"75% CPR" and "100% CPR" assume that prepayments on the mortgage loans are made
at those levels of CPR following the expiration of any Lockout Period and any
applicable period in which Defeasance is permitted and any yield maintenance
period. We cannot assure you, however, that prepayments of the mortgage loans
will conform to any level of CPR, and no representation is made that the
mortgage loans will prepay at the levels of CPR shown or at any other
prepayment rate.


                                     S-155


     The following tables indicate the percentage of the initial Certificate
Balance of each Class of the Offered Certificates that would be outstanding
after each of the dates shown at various CPRs and the corresponding weighted
average life of each Class of Certificates. The tables have been prepared on
the basis of the following assumptions, among others:

          (a) scheduled periodic payments including payments due at maturity of
     principal and/or interest on the mortgage loans will be received on a
     timely basis and will be distributed on the 12th day of the related month,
     beginning in August 2005;

          (b) the Mortgage Rate in effect for each mortgage loan as of the
     Cut-off Date will remain in effect to the maturity date or the Anticipated
     Repayment Date, as the case may be, and will be adjusted as required
     pursuant to the definition of Mortgage Rate;

          (c) no Mortgage Loan Seller will be required to repurchase any
     mortgage loan, and none of the holders of the Controlling Class (or any
     other Certificateholder), the Special Servicer, the Master Servicer or the
     holders of the Class LR Certificates will exercise its option to purchase
     all the mortgage loans and thereby cause an early termination of the trust
     fund and the holder of a Subordinate Companion Loan will not exercise its
     option to purchase the related AB Mortgage Loan and no holder of any
     mezzanine indebtedness will exercise its option to purchase the related
     mortgage loan;

          (d) any principal prepayments on the mortgage loans will be received
     on their respective due dates after the expiration of any applicable
     Lockout Period and/or Defeasance Lockout Period and any yield maintenance
     period at the respective levels of CPR set forth in the tables;

          (e) no Yield Maintenance Charges or prepayment premiums are included
     in any allocations or calculations;

          (f) the Closing Date is July 29, 2005;

          (g) the ARD Loans prepay in full on their Anticipated Repayment Dates;

          (h) the Pass-Through Rates, initial Certificate Balances and initial
     Notional Amounts of the respective Classes of Certificates are as described
     in this prospectus supplement;

          (i) the Administrative Cost Rate is calculated on the Stated Principal
     Balance of the mortgage loans and in the same manner as interest is
     calculated on the mortgage loans; and

          (j) the optional termination of the trust will not be exercised.

     To the extent that the mortgage loans have characteristics that differ
from those assumed in preparing the tables set forth below, a Class of Offered
Certificates may mature earlier or later than indicated by the tables. It is
highly unlikely that the mortgage loans will prepay at any constant rate until
maturity or that all the mortgage loans will prepay at the same rate. In
addition, variations in the actual prepayment experience and the balance of the
mortgage loans that prepay may increase or decrease the percentages of initial
Certificate Balances (and weighted average lives) shown in the following
tables. These variations may occur even if the average prepayment experience of
the mortgage loans were to equal any of the specified CPR percentages.
Investors are urged to conduct their own analyses of the rates at which the
mortgage loans may be expected to prepay. Based on the foregoing assumptions,
the following tables indicate the resulting weighted average lives of each
Class of Offered Certificates and set forth the percentage of the initial
Certificate Balance of the Class of the Offered Certificate that would be
outstanding after each of the dates shown at the indicated CPRs.


                                     S-156


                  PERCENT OF THE INITIAL CERTIFICATE BALANCE
              OF THE CLASS A-1 CERTIFICATES AT THE RESPECTIVE CPRS
                                SET FORTH BELOW:
<TABLE>

                    DATE                       0% CPR     25% CPR     50% CPR     75% CPR     100% CPR
- -------------------------------------------   --------   ---------   ---------   ---------   ---------

Initial Percentage ........................      100         100         100         100         100
July 12, 2006 .............................       85          85          85          85          85
July 12, 2007 .............................       67          67          67          67          67
July 12, 2008 .............................       45          45          45          45          45
July 12, 2009 .............................       15          15          15          15          15
July 12, 2010 .............................        0           0           0           0           0
Weighted Average Life (years)(1) ..........     2.60        2.60        2.60        2.60        2.59
</TABLE>

- ----------
(1)   The weighted average life of the Class A-1 Certificates is determined by
      (a) multiplying the amount of each principal distribution on it by the
      number of years from the date of issuance of the Class A-1 Certificates
      to the related Distribution Date, (b) summing the results and (c)
      dividing the sum by the aggregate amount of the reductions in the
      principal balance of the Class A-1 Certificates.


                  PERCENT OF THE INITIAL CERTIFICATE BALANCE
             OF THE CLASS A-2 CERTIFICATES AT THE RESPECTIVE CPRS
                                SET FORTH BELOW:
<TABLE>

                    DATE                       0% CPR     25% CPR     50% CPR     75% CPR     100% CPR
- -------------------------------------------   --------   ---------   ---------   ---------   ---------

Initial Percentage ........................      100         100         100         100         100
July 12, 2006 .............................      100         100         100         100         100
July 12, 2007 .............................      100         100         100         100         100
July 12, 2008 .............................      100         100         100         100         100
July 12, 2009 .............................      100         100         100         100         100
July 12, 2010 .............................        8           7           6           5           0
July 12, 2011 .............................        0           0           0           0           0
Weighted Average Life (years)(1) ..........     4.84        4.83        4.81        4.78        4.58
</TABLE>

- ----------
(1)   The weighted average life of the Class A-2 Certificates is determined by
      (a) multiplying the amount of each principal distribution on it by the
      number of years from the date of issuance of the Class A-2 Certificates
      to the related Distribution Date, (b) summing the results and (c)
      dividing the sum by the aggregate amount of the reductions in the
      principal balance of the Class A-2 Certificates.


                                     S-157


                  PERCENT OF THE INITIAL CERTIFICATE BALANCE
             OF THE CLASS A-3A1 CERTIFICATES AT THE RESPECTIVE CPRS
                                SET FORTH BELOW:
<TABLE>

                    DATE                       0% CPR     25% CPR     50% CPR     75% CPR     100% CPR
- -------------------------------------------   --------   ---------   ---------   ---------   ---------

Initial Percentage ........................      100         100         100         100         100
July 12, 2006 .............................      100         100         100         100         100
July 12, 2007 .............................      100         100         100         100         100
July 12, 2008 .............................      100         100         100         100         100
July 12, 2009 .............................      100         100         100         100         100
July 12, 2010 .............................      100         100         100         100         100
July 12, 2011 .............................       33          32          32          32          25
July 12, 2012 .............................        0           0           0           0           0
Weighted Average Life (years)(1) ..........     6.12        6.10        6.08        6.05        5.84
</TABLE>

- ----------
(1)   The weighted average life of the Class A-3A1 Certificates is determined
      by (a) multiplying the amount of each principal distribution on it by the
      number of years from the date of issuance of the Class A-3A1 Certificates
      to the related Distribution Date, (b) summing the results and (c)
      dividing the sum by the aggregate amount of the reductions in the
      principal balance of the Class A-3A1 Certificates.


                  PERCENT OF THE INITIAL CERTIFICATE BALANCE
             OF THE CLASS A-3A2 CERTIFICATES AT THE RESPECTIVE CPRS
                                SET FORTH BELOW:
<TABLE>

                    DATE                       0% CPR     25% CPR     50% CPR     75% CPR     100% CPR
- -------------------------------------------   --------   ---------   ---------   ---------   ---------

Initial Percentage ........................      100         100         100         100         100
July 12, 2006 .............................      100         100         100         100         100
July 12, 2007 .............................      100         100         100         100         100
July 12, 2008 .............................      100         100         100         100         100
July 12, 2009 .............................      100         100         100         100         100
July 12, 2010 .............................      100         100         100         100         100
July 12, 2011 .............................      100         100         100         100         100
July 12, 2012 .............................       55          55          55          55          55
July 12, 2013 .............................       13          13          13          13          13
July 12, 2014 .............................        8           8           7           7           2
July 12, 2015 .............................        0           0           0           0           0
Weighted Average Life (years)(1) ..........     7.55        7.53        7.52        7.49        7.33
</TABLE>

- ----------
(1)   The weighted average life of the Class A-3A2 Certificates is determined
      by (a) multiplying the amount of each principal distribution on it by the
      number of years from the date of issuance of the Class A-3A2 Certificates
      to the related Distribution Date, (b) summing the results and (c)
      dividing the sum by the aggregate amount of the reductions in the
      principal balance of the Class A-3A2 Certificates.


                                     S-158


                  PERCENT OF THE INITIAL CERTIFICATE BALANCE
             OF THE CLASS A-3B CERTIFICATES AT THE RESPECTIVE CPRS
                                SET FORTH BELOW:
<TABLE>

                    DATE                       0% CPR     25% CPR     50% CPR     75% CPR     100% CPR
- -------------------------------------------   --------   ---------   ---------   ---------   ---------

Initial Percentage ........................      100         100         100         100         100
July 12, 2006 .............................      100         100         100         100         100
July 12, 2007 .............................      100         100         100         100         100
July 12, 2008 .............................      100         100         100         100         100
July 12, 2009 .............................      100         100         100         100         100
July 12, 2010 .............................      100         100         100         100         100
July 12, 2011 .............................       62          61          61          61          57
July 12, 2012 .............................       24          24          24          24          23
July 12, 2013 .............................        6           6           6           6           6
July 12, 2014 .............................        3           3           3           3           1
July 12, 2015 .............................        0           0           0           0           0
Weighted Average Life (years)(1) ..........     6.73        6.72        6.70        6.67        6.48
</TABLE>

- ----------
(1)   The weighted average life of the Class A-3B Certificates is determined by
      (a) multiplying the amount of each principal distribution on it by the
      number of years from the date of issuance of the Class A-3B Certificates
      to the related Distribution Date, (b) summing the results and (c)
      dividing the sum by the aggregate amount of the reductions in the
      principal balance of the Class A-3B Certificates.


                   PERCENT OF THE INITIAL CERTIFICATE BALANCE
              OF THE CLASS A-4 CERTIFICATES AT THE RESPECTIVE CPRS
                                SET FORTH BELOW:
<TABLE>

                    DATE                       0% CPR     25% CPR     50% CPR     75% CPR     100% CPR
- -------------------------------------------   --------   ---------   ---------   ---------   ---------

Initial Percentage ........................      100         100         100         100         100
July 12, 2006 .............................      100         100         100         100         100
July 12, 2007 .............................      100         100         100         100         100
July 12, 2008 .............................      100         100         100         100         100
July 12, 2009 .............................      100         100         100         100         100
July 12, 2010 .............................      100         100         100         100         100
July 12, 2011 .............................      100         100         100         100         100
July 12, 2012 .............................      100         100         100         100         100
July 12, 2013 .............................      100         100         100         100         100
July 12, 2014 .............................      100         100         100         100         100
July 12, 2015 .............................        0           0           0           0           0
Weighted Average Life (years)(1) ..........     9.83        9.81        9.78        9.74        9.56
</TABLE>

- ----------
(1)   The weighted average life of the Class A-4 Certificates is determined by
      (a) multiplying the amount of each principal distribution on it by the
      number of years from the date of issuance of the Class A-4 Certificates
      to the related Distribution Date, (b) summing the results and (c)
      dividing the sum by the aggregate amount of the reductions in the
      principal balance of the Class A-4 Certificates.


                                     S-159


                  PERCENT OF THE INITIAL CERTIFICATE BALANCE
             OF THE CLASS A-SB CERTIFICATES AT THE RESPECTIVE CPRS
                                SET FORTH BELOW:
<TABLE>

                    DATE                       0% CPR     25% CPR     50% CPR     75% CPR     100% CPR
- -------------------------------------------   --------   ---------   ---------   ---------   ---------

Initial Percentage ........................      100         100         100         100         100
July 12, 2006 .............................      100         100         100         100         100
July 12, 2007 .............................      100         100         100         100         100
July 12, 2008 .............................      100         100         100         100         100
July 12, 2009 .............................      100         100         100         100         100
July 12, 2010 .............................       91          91          91          91          91
July 12, 2011 .............................       71          71          71          71          71
July 12, 2012 .............................       51          51          51          51          51
July 12, 2013 .............................       31          31          31          31          31
July 12, 2014 .............................       10          10          10          10          10
July 12, 2015 .............................        0           0           0           0           0
Weighted Average Life (years)(1) ..........     7.04        7.04        7.04        7.04        7.04
</TABLE>

- ----------
(1)   The weighted average life of the Class A-SB Certificates is determined by
      (a) multiplying the amount of each principal distribution on it by the
      number of years from the date of issuance of the Class A-SB Certificates
      to the related Distribution Date, (b) summing the results and (c)
      dividing the sum by the aggregate amount of the reductions in the
      principal balance of the Class A-SB Certificates.


                   PERCENT OF THE INITIAL CERTIFICATE BALANCE
              OF THE CLASS A-M CERTIFICATES AT THE RESPECTIVE CPRS
                                SET FORTH BELOW:
<TABLE>

                    DATE                       0% CPR     25% CPR     50% CPR     75% CPR     100% CPR
- -------------------------------------------   --------   ---------   ---------   ---------   ---------

Initial Percentage ........................      100         100         100         100         100
July 12, 2006 .............................      100         100         100         100         100
July 12, 2007 .............................      100         100         100         100         100
July 12, 2008 .............................      100         100         100         100         100
July 12, 2009 .............................      100         100         100         100         100
July 12, 2010 .............................      100         100         100         100         100
July 12, 2011 .............................      100         100         100         100         100
July 12, 2012 .............................      100         100         100         100         100
July 12, 2013 .............................      100         100         100         100         100
July 12, 2014 .............................      100         100         100         100         100
July 12, 2015 .............................        0           0           0           0           0
Weighted Average Life (years)(1) ..........     9.95        9.95        9.94        9.91        9.70
</TABLE>

- ----------
(1)   The weighted average life of the Class A-M Certificates is determined by
      (a) multiplying the amount of each principal distribution on it by the
      number of years from the date of issuance of the Class A-MF Certificates
      to the related Distribution Date, (b) summing the results and (c)
      dividing the sum by the aggregate amount of the reductions in the
      principal balance of the Class A-M Certificates.


                                     S-160


                  PERCENT OF THE INITIAL CERTIFICATE BALANCE
              OF THE CLASS A-J CERTIFICATES AT THE RESPECTIVE CPRS
                                SET FORTH BELOW:
<TABLE>

                    DATE                       0% CPR     25% CPR     50% CPR     75% CPR     100% CPR
- -------------------------------------------   --------   ---------   ---------   ---------   ---------

Initial Percentage ........................      100         100         100         100         100
July 12, 2006 .............................      100         100         100         100         100
July 12, 2007 .............................      100         100         100         100         100
July 12, 2008 .............................      100         100         100         100         100
July 12, 2009 .............................      100         100         100         100         100
July 12, 2010 .............................      100         100         100         100         100
July 12, 2011 .............................      100         100         100         100         100
July 12, 2012 .............................      100         100         100         100         100
July 12, 2013 .............................      100         100         100         100         100
July 12, 2014 .............................      100         100         100         100         100
July 12, 2015 .............................        0           0           0           0           0
Weighted Average Life (years)(1) ..........     9.95        9.95        9.95        9.95        9.70
</TABLE>

- ----------
(1)   The weighted average life of the Class A-J Certificates is determined by
      (a) multiplying the amount of each principal distribution on it by the
      number of years from the date of issuance of the Class A-J Certificates
      to the related Distribution Date, (b) summing the results and (c)
      dividing the sum by the aggregate amount of the reductions in the
      principal balance of the Class A-J Certificates.


                   PERCENT OF THE INITIAL CERTIFICATE BALANCE
               OF THE CLASS B CERTIFICATES AT THE RESPECTIVE CPRS
                                SET FORTH BELOW:
<TABLE>

                    DATE                       0% CPR     25% CPR     50% CPR     75% CPR     100% CPR
- -------------------------------------------   --------   ---------   ---------   ---------   ---------

Initial Percentage ........................      100         100         100         100         100
July 12, 2006 .............................      100         100         100         100         100
July 12, 2007 .............................      100         100         100         100         100
July 12, 2008 .............................      100         100         100         100         100
July 12, 2009 .............................      100         100         100         100         100
July 12, 2010 .............................      100         100         100         100         100
July 12, 2011 .............................      100         100         100         100         100
July 12, 2012 .............................      100         100         100         100         100
July 12, 2013 .............................      100         100         100         100         100
July 12, 2014 .............................      100         100         100         100         100
July 12, 2015 .............................        0           0           0           0           0
Weighted Average Life (years)(1) ..........     9.95        9.95        9.95        9.95        9.70
</TABLE>

- ----------
(1)   The weighted average life of the Class B Certificates is determined by
      (a) multiplying the amount of each principal distribution on it by the
      number of years from the date of issuance of the Class B Certificates to
      the related Distribution Date, (b) summing the results and (c) dividing
      the sum by the aggregate amount of the reductions in the principal
      balance of the Class B Certificates.


                                     S-161


                  PERCENT OF THE INITIAL CERTIFICATE BALANCE
               OF THE CLASS C CERTIFICATES AT THE RESPECTIVE CPRS
                                SET FORTH BELOW:
<TABLE>

                    DATE                       0% CPR     25% CPR     50% CPR     75% CPR     100% CPR
- -------------------------------------------   --------   ---------   ---------   ---------   ---------

Initial Percentage ........................      100         100         100         100         100
July 12, 2006 .............................      100         100         100         100         100
July 12, 2007 .............................      100         100         100         100         100
July 12, 2008 .............................      100         100         100         100         100
July 12, 2009 .............................      100         100         100         100         100
July 12, 2010 .............................      100         100         100         100         100
July 12, 2011 .............................      100         100         100         100         100
July 12, 2012 .............................      100         100         100         100         100
July 12, 2013 .............................      100         100         100         100         100
July 12, 2014 .............................      100         100         100         100         100
July 12, 2015 .............................        0           0           0           0           0
Weighted Average Life (years)(1) ..........     9.95        9.95        9.95        9.95        9.70
</TABLE>

- ----------
(1)   The weighted average life of the Class C Certificates is determined by
      (a) multiplying the amount of each principal distribution on it by the
      number of years from the date of issuance of the Class C Certificates to
      the related Distribution Date, (b) summing the results and (c) dividing
      the sum by the aggregate amount of the reductions in the principal
      balance of the Class C Certificates.


                   PERCENT OF THE INITIAL CERTIFICATE BALANCE
               OF THE CLASS D CERTIFICATES AT THE RESPECTIVE CPRS
                                SET FORTH BELOW:
<TABLE>

                    DATE                       0% CPR     25% CPR     50% CPR     75% CPR     100% CPR
- -------------------------------------------   --------   ---------   ---------   ---------   ---------

Initial Percentage ........................      100         100         100         100         100
July 12, 2006 .............................      100         100         100         100         100
July 12, 2007 .............................      100         100         100         100         100
July 12, 2008 .............................      100         100         100         100         100
July 12, 2009 .............................      100         100         100         100         100
July 12, 2010 .............................      100         100         100         100         100
July 12, 2011 .............................      100         100         100         100         100
July 12, 2012 .............................      100         100         100         100         100
July 12, 2013 .............................      100         100         100         100         100
July 12, 2014 .............................      100         100         100         100         100
July 12, 2015 .............................        9           0           0           0           0
July 12, 2016 .............................        0           0           0           0           0
Weighted Average Life (years)(1) ..........     9.96        9.95        9.95        9.95        9.71
</TABLE>

- ----------
(1)   The weighted average life of the Class D Certificates is determined by
      (a) multiplying the amount of each principal distribution on it by the
      number of years from the date of issuance of the Class D Certificates to
      the related Distribution Date, (b) summing the results and (c) dividing
      the sum by the aggregate amount of the reductions in the principal
      balance of the Class D Certificates.


                                     S-162


YIELD SENSITIVITY OF THE CLASS X-2 CERTIFICATES

     The yield to maturity of the Class X-2 Certificates will be highly
sensitive to the rate and timing of principal payments including by reason of
prepayments, principal losses and other factors described above. Investors in
the Class X-2 Certificates should fully consider the associated risks,
including the risk that an extremely rapid rate of amortization, prepayment or
other liquidation of the mortgage loans could result in the failure of such
investors to recoup fully their initial investments.

     ANY OPTIONAL TERMINATION BY THE HOLDERS OF THE CONTROLLING CLASS, THE
SPECIAL SERVICER, THE MASTER SERVICER OR THE HOLDERS OF THE CLASS LR
CERTIFICATES WOULD RESULT IN PREPAYMENT IN FULL OF THE CERTIFICATES AND WOULD
HAVE AN ADVERSE EFFECT ON THE YIELD OF THE CLASS X-2 CERTIFICATES BECAUSE A
TERMINATION WOULD HAVE AN EFFECT SIMILAR TO A PRINCIPAL PREPAYMENT IN FULL OF
THE MORTGAGE LOANS AND, AS A RESULT, INVESTORS IN THE CLASS X-2 CERTIFICATES
AND ANY OTHER CERTIFICATES PURCHASED AT PREMIUM MIGHT NOT FULLY RECOUP THEIR
INITIAL INVESTMENT. SEE "DESCRIPTION OF THE CERTIFICATES--TERMINATION;
RETIREMENT OF CERTIFICATES" IN THIS PROSPECTUS SUPPLEMENT.

     The following table indicates the approximate pre-tax yield to maturity on
a corporate bond equivalent ("CBE") basis on the Class X-2 Certificates for the
specified CPRs based on the assumptions set forth under "--Weighted Average
Life" above. It was further assumed that the purchase price of the Class X-2
Certificates is as specified in the table below, expressed as a percentage of
the initial Notional Amount of such Certificates, plus accrued interest from
July 1, 2005 to the Closing Date.

     The yields set forth in the following table were calculated by determining
the monthly discount rates that, when applied to the assumed streams of cash
flows to be paid on the Class X-2 Certificates, would cause the discounted
present value of such assumed stream of cash flows to equal the assumed
purchase price of such Class, and by converting such monthly rates to
semi-annual corporate bond equivalent rates. Such calculation does not take
into account shortfalls in collection of interest due to prepayments (or other
liquidations) of the mortgage loans or the interest rates at which investors
may be able to reinvest funds received by them as distributions on the Class
X-2 Certificates (and, accordingly, does not purport to reflect the return on
any investment in the Class X-2 Certificates when such reinvestment rates are
considered).

     The characteristics of the mortgage loans may differ from those assumed in
preparing the table below. In addition, there can be no assurance that the
mortgage loans will prepay in accordance with the above assumptions at any of
the rates shown in the table or at any other particular rate, that the cash
flows on the Class X-2 Certificates will correspond to the cash flows shown
herein or that the aggregate purchase price of the Class X-2 Certificates will
be as assumed. In addition, it is unlikely that the mortgage loans will prepay
in accordance with the above assumptions at any of the specified CPRs until
maturity or that all the mortgage loans will so prepay at the same rate. Timing
of changes in the rate of prepayments may significantly affect the actual yield
to maturity to investors, even if the average rate of principal prepayments is
consistent with the expectations of investors. Investors must make their own
decisions as to the appropriate prepayment assumption to be used in deciding
whether to purchase the Class X-2 Certificates.

     For purposes of this prospectus supplement, prepayment assumptions with
respect to the mortgage loans are presented in terms of the "Constant
Prepayment Rate" or "CPR" model described under "--Weighted Average Life"
above.


                                     S-163


              SENSITIVITY TO PRINCIPAL PREPAYMENTS OF THE PRE-TAX
                YIELDS TO MATURITY OF THE CLASS X-2 CERTIFICATES
<TABLE>

                                                                   PREPAYMENT ASSUMPTION (CPR)
 ASSUMED PURCHASE PRICE (OF INITIAL NOTIONAL   -------------------------------------------------------------------
     AMOUNTS OF CLASS X-2 CERTIFICATES)             0%           25%           50%           75%           100%
- --------------------------------------------   -----------   -----------   -----------   -----------   -----------

1.8182%                                           4.649%        4.649%        4.649%        4.649%        4.649%
</TABLE>

                    CERTAIN FEDERAL INCOME TAX CONSEQUENCES

     Upon the issuance of the Certificates, Cadwalader, Wickersham & Taft LLP,
special counsel to the Depositor, will deliver its opinion that, assuming (1)
the making of appropriate elections, (2) compliance with the provisions of the
Pooling and Servicing Agreement and (3) compliance with applicable changes in
the Internal Revenue Code of 1986, as amended (the "Code"), including the REMIC
Provisions, for federal income tax purposes, designated portions of the trust
fund will qualify as two separate real estate mortgage investment conduits (the
"Upper-Tier REMIC" and the "Lower-Tier REMIC", respectively, and each, a
"REMIC") within the meaning of Sections 860A through 860G (the "REMIC
Provisions") of the Code, and (1) the Class A-1, Class A-2, Class A-3A1, Class
A-3A2, Class A-3B, Class A-4, Class A-SB, Class X-1, Class X-2, Class A-M,
Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class
J, Class K, Class L, Class M, Class N, Class P, Class NR and Class UHP
Certificates will evidence the "regular interests" in the Upper-Tier REMIC and
(2) the Class R Certificates will represent the sole class of "residual
interest" in the Upper-Tier REMIC and the Class LR Certificates will represent
the sole class of "residual interests" in the Lower-Tier REMIC, within the
meaning of the REMIC Provisions. The Certificates (other than the Class S,
Class R and Class LR Certificates) are "Regular Certificates" as defined in the
prospectus. In addition, in the opinion of Cadwalader, Wickersham & Taft LLP,
the portion of the trust fund consisting of the Excess Interest and the Excess
Interest Distribution Account will be treated as a grantor trust for federal
income tax purposes under subpart E, Part I of subchapter J of the Code and the
Class S Certificates will represent undivided beneficial interests in such
portion of the grantor trust.

     The Lower-Tier REMIC will hold the mortgage loans and their proceeds, and
the Trust's allocable share of any property that secured a mortgage loan that
was acquired by foreclosure (in the case of any AB Mortgage Loan, an allocable
portion of the property securing the related AB Mortgage Loan Pair) or deed in
lieu of foreclosure, and will issue certain uncertificated classes of regular
interests (the "Lower-Tier REMIC Regular Interests") and the Class LR
Certificates, which will represent the sole class of residual interest in the
Lower-Tier REMIC. The Upper-Tier REMIC will hold the Lower-Tier REMIC Regular
Interests and their proceeds and will issue the Regular Certificates as regular
interests in the Upper-Tier REMIC and the Class R Certificates as the sole
class of residual interest in the Upper-Tier REMIC.

     Because they represent regular interests, each Class of Offered
Certificates generally will be treated as newly originated debt instruments for
federal income tax purposes. Holders of the Classes of Offered Certificates
will be required to include in income all interest on the regular interests
represented by their Certificates in accordance with the accrual method of
accounting, regardless of a Certificateholder's usual method of accounting. It
is anticipated that the Offered Certificates, other than the Class X-2
Certificates, will be issued at a premium for federal income tax purposes. The
prepayment assumption that will be used in determining the rate of accrual of
original issue discount, if any, and market discount or whether any such
discount is de minimis, and that may be used to amortize premium, if any, for
federal income tax purposes will be based on the assumption that subsequent to
the date of any determination the mortgage loans will prepay at a rate equal to
a CPR of 0%; provided, that it is assumed that the ARD Loans prepay on their
Anticipated Repayment Dates (the "Prepayment Assumption"). No representation is
made that the mortgage loans will prepay at that rate or at any other rate. See
"Certain Federal Income Tax Consequences--Federal Income Tax Consequences for
REMIC Certificates--Taxation of Regular Certificates" in the prospectus.

     Although unclear for federal income tax purposes, it is anticipated that
the Class X-2 Certificates will be considered to be issued with original issue
discount in an amount equal to the


                                     S-164


excess of all distributions of interest expected to be received on such Class
(assuming the WAC Rate changes in accordance with the initial prepayment
assumption in the manner set forth in the prospectus), over their respective
issue prices (including accrued interest from July 1, 2005). Any "negative"
amounts of original issue discount on the Class X-2 Certificates attributable
to rapid prepayments with respect to the mortgage loans will not be deductible
currently, but may be offset against future positive accruals of original issue
discount, if any. Finally, a holder of any Class X-2 Certificate may be
entitled to a loss deduction to the extent it becomes certain that such holder
will not recover a portion of its basis in such Certificate, assuming no
further prepayments. In the alternative, it is possible that rules similar to
the "noncontingent bond method" of the OID Regulations, as defined in the
prospectus, may be promulgated with respect to these Certificates.

     Yield Maintenance Charges actually collected will be distributed among the
holders of the respective Classes of Certificates as described under
"Description of the Certificates--Allocation of Yield Maintenance Charges and
Prepayment Premiums" in this prospectus supplement. It is not entirely clear
under the Code when the amount of Yield Maintenance Charges so allocated should
be taxed to the holder of an Offered Certificate, but it is not expected, for
federal income tax reporting purposes, that Yield Maintenance Charges will be
treated as giving rise to any income to the holder of an Offered Certificate
prior to the Master Servicer's actual receipt of a Yield Maintenance Charge.
Yield Maintenance Charges, if any, may be treated as ordinary income, although
authority exists for treating such amounts as capital gain if they are treated
as paid upon the retirement or partial retirement of a Certificate.
Certificateholders should consult their own tax advisers concerning the
treatment of Yield Maintenance Charges.

     Except as provided below, the Offered Certificates will be treated as
"real estate assets" within the meaning of Section 856(c)(5)(B) of the Code in
the hands of a real estate investment trust or "REIT" and interest (including
original issue discount, if any) on the Offered Certificates will be interest
described in Section 856(c)(3)(B) of the Code, and the Offered Certificates
will be treated as "loans . . . secured by an interest in real property which
is . . . residential real property" under Section 7701(a)(19)(C)(v) of the Code
for a domestic building and loan association to the extent the mortgage loans
are secured by multifamily and manufactured housing community properties. As of
the Cut-off Date, mortgage loans representing approximately 14.2% of the
Initial Pool Balance are secured by multifamily properties (excluding mixed use
properties) and manufactured housing community properties. Mortgage loans that
have been defeased with U.S. Treasury obligations will not qualify for the
foregoing treatments. Moreover, the Offered Certificates will be "qualified
mortgages" for another REMIC within the meaning of Section 860G(a)(3) of the
Code. See "Certain Federal Income Tax Consequences--Federal Income Tax
Consequences for REMIC Certificates" in the prospectus.


                            METHOD OF DISTRIBUTION

     Subject to the terms and conditions set forth in the underwriting
agreement (the "Underwriting Agreement"), between J.P. Morgan Securities Inc.
for itself and as representative of CIBC World Markets Corp. and Banc of
America Securities LLC (collectively, the "Underwriters"), and the Depositor,
the Depositor has agreed to sell to the Underwriters, and the Underwriters have
severally, but not jointly, agreed to purchase from the Depositor the
respective Certificate Balances or Notional Amounts, as applicable, of each
Class of Offered Certificates set forth below subject in each case to a
variance of 10%.


                                     S-165


<TABLE>

                                                                                BANC OF AMERICA
        CLASS          J.P. MORGAN SECURITIES INC.   CIBC WORLD MARKETS CORP.   SECURITIES LLC
- --------------------- ----------------------------- -------------------------- ----------------

Class A-1 ...........         $   47,501,000               $ 25,000,000           $         0
Class A-2 ...........         $  146,215,000               $ 25,000,000           $         0
Class A-3A1 .........         $  118,601,000               $ 25,000,000           $20,000,000
Class A-3A2 .........         $   97,934,000               $ 25,000,000           $         0
Class A-3B ..........         $  175,000,000               $ 25,000,000           $         0
Class A-4 ...........         $  424,324,000               $200,000,000           $25,000,000
Class A-SB ..........         $  137,352,000               $          0           $         0
Class A-M ...........         $  216,704,000               $          0           $         0
Class A-J ...........         $  162,527,000               $          0           $         0
Class X-2 ...........         $2,100,087,000               $          0           $         0
Class B .............         $   43,341,000               $          0           $         0
Class C .............         $   18,962,000               $          0           $         0
Class D .............         $   32,505,000               $          0           $         0
</TABLE>

     In the event of a default by any Underwriter, the Underwriting Agreement
provides that, in certain circumstances, purchase commitments of the
non-defaulting Underwriter(s) may be increased or the Underwriting Agreement
may be terminated. Additionally, the Depositor and the Mortgage Loan Sellers
have severally agreed to indemnify the Underwriters, and the Underwriters have
agreed to indemnify the Depositor, against certain liabilities, including
liabilities under the Securities Act of 1933, as amended.

     The Depositor has been advised by the Underwriters that they propose to
offer the Offered Certificates to the public from time to time in one or more
negotiated transactions, or otherwise, at varying prices to be determined at
the time of sale. Proceeds to the Depositor from the sale of Offered
Certificates will be approximately 102.7% of the initial aggregate Certificate
Balance of the Offered Certificates, plus accrued interest on the Offered
Certificates from July 1, 2005, before deducting expenses payable by the
Depositor estimated to be approximately $3,600,000. The Underwriters may effect
the transactions by selling the Offered Certificates to or through dealers, and
the dealers may receive compensation in the form of underwriting discounts,
concessions or commissions from the Underwriters. In connection with the
purchase and sale of the Offered Certificates offered hereby, the Underwriters
may be deemed to have received compensation from the Depositor in the form of
underwriting discounts.

     We cannot assure you that a secondary market for the Offered Certificates
will develop or, if it does develop, that it will continue. The Underwriters
expect to make, but are not obligated to make, a secondary market in the
Offered Certificates. The primary source of ongoing information available to
investors concerning the Offered Certificates will be the monthly statements
discussed in the prospectus under "Description of the Certificates--Reports to
Certificateholders," which will include information as to the outstanding
principal balance of the Offered Certificates and the status of the applicable
form of credit enhancement. Except as described in this prospectus supplement
under "Description of the Certificates--Reports to Certificateholders; Certain
Available Information," we cannot assure you that any additional information
regarding the Offered Certificates will be available through any other source.
In addition, we are not aware of any source through which price information
about the Offered Certificates will be generally available on an ongoing basis.
The limited nature of that information regarding the Offered Certificates may
adversely affect the liquidity of the Offered Certificates, even if a secondary
market for the Offered Certificates becomes available.

     J.P. Morgan Securities Inc., one of the Underwriters, is an affiliate of
the Depositor and JPMorgan Chase Bank, N.A., one of the Mortgage Loan Sellers.

     CIBC World Markets Corp., one of the Underwriters, is an affiliate of CIBC
Inc., one of the Mortgage Loan Sellers.


                                     S-166


                                 LEGAL MATTERS

     The validity of the Certificates will be passed upon for the Depositor by
Cadwalader, Wickersham & Taft LLP, and for the Underwriters by Thacher Proffitt
& Wood LLP. In addition, certain federal income tax matters will be passed upon
for the Depositor by Cadwalader, Wickersham & Taft LLP.


                                    RATINGS

     It is a condition to issuance that the Offered Certificates be rated not
lower than the following ratings by Moody's Investors Service, Inc. ("Moody's")
and Fitch, Inc. ("Fitch" and, together with Moody's, the "Rating Agencies"):

                    CLASS           MOODY'S         FITCH
                  ---------        ---------       ------
                      A-1             Aaa            AAA
                      A-2             Aaa            AAA
                     A-3A1            Aaa            AAA
                     A-3A2            Aaa            AAA
                     A-3B             Aaa            AAA
                      A-4             Aaa            AAA
                     A-SB             Aaa            AAA
                      A-M             Aaa            AAA
                      A-J             Aaa            AAA
                      X-2             Aaa            AAA
                       B              Aa2            AA
                       C              Aa3            AA-
                       D               A2             A

     A securities rating on mortgage pass-through certificates addresses the
likelihood of the timely receipt by their holders of interest and the ultimate
repayment of principal to which they are entitled by September 12, 2037 (the
"Rated Final Distribution Date"). The rating takes into consideration the
credit quality of the pool of mortgage loans, structural and legal aspects
associated with the certificates, and the extent to which the payment stream
from the pool of mortgage loans is adequate to make payments required under the
certificates. In addition, rating adjustments may result from a change in the
financial position of the Trustee or the Fiscal Agent as back-up liquidity
provider. The ratings on the Offered Certificates do not, however, constitute a
statement regarding the likelihood, timing or frequency of prepayments (whether
voluntary or involuntary) on the mortgage loans or the degree to which the
payments might differ from those originally contemplated. In addition, a rating
does not address the likelihood or frequency of voluntary or mandatory
prepayments of mortgage loans, payment of prepayment premiums, payment of
Excess Interest, Yield Maintenance Charges or net default interest.

     Also, the rating does not represent any assessment of the yield to
maturity that investors may experience or the possibility that the Class X-2
Certificateholders might not fully recover their investments in the event of
rapid prepayments of the mortgage loans (including both voluntary and
involuntary prepayments). As described in this prospectus supplement, the
amounts payable with respect to the Class X-2 Certificates consist only of
interest. If the entire pool were to prepay in the initial month, with the
result that the Class X-2 Certificateholders receive only a single month's
interest and thus suffer a nearly complete loss of their investment, all
amounts "due" to such Certificateholders will nevertheless have been paid, and
such result is consistent with the ratings received on the Class X-2
Certificates. The Notional Amounts upon which interest is calculated with
respect to the Class X-2 Certificates are subject to reduction in connection
with each reduction of a corresponding component, whether as a result of
principal payments or the allocation of Collateral Support Deficits. The
ratings on the Class X-2 Certificates do not address the timing or magnitude of
reduction of such Notional Amounts, but only the obligation to pay interest
timely on such Notional Amounts as so reduced from time to time.


                                     S-167


Accordingly, the ratings on the Class X-2 Certificates should be evaluated
independently from similar ratings on other types of securities.

     We cannot assure you as to whether any rating agency not requested to rate
the Offered Certificates will nonetheless issue a rating to any Class of
Offered Certificates and, if so, what the rating would be. A rating assigned to
any Class of Offered Certificates by a rating agency that has not been
requested by the Depositor to do so may be lower than the rating assigned to
such Class by the Rating Agencies.

     The ratings on the Offered Certificates should be evaluated independently
from similar ratings on other types of securities. A security rating is not a
recommendation to buy, sell or hold securities and may be subject to revision
or withdrawal at any time by the assigning rating agency.


                               LEGAL INVESTMENT

     The Offered Certificates will not constitute "mortgage related securities"
for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as
amended. The appropriate characterization of the Offered Certificates under
various legal investment restrictions, and thus the ability of investors
subject to these restrictions to purchase Offered Certificates, is subject to
significant interpretive uncertainties.

     No representations are made as to the proper characterization of the
Offered Certificates for legal investment, financial institution regulatory, or
other purposes, or as to the ability of particular investors to purchase the
Offered Certificates under applicable legal investment restrictions. The
uncertainties described above (and any unfavorable future determinations
concerning the legal investment or financial institution regulatory
characteristics of the Offered Certificates) may adversely affect the liquidity
of the Offered Certificates.

     Accordingly, all investors whose investment activities are subject to
legal investment laws and regulations, regulatory capital requirements, or
review by regulatory authorities should consult with their own legal advisors
in determining whether and to what extent the Offered Certificates constitute
legal investments for them or are subject to investment, capital, or other
restrictions.

     See "Legal Investment" in the prospectus.


                         CERTAIN ERISA CONSIDERATIONS

     A fiduciary of any retirement plan or other employee benefit plan or
arrangement, including individual retirement accounts and annuities, Keogh
plans and collective investment funds and separate accounts in which those
plans, annuities, accounts or arrangements are invested, including insurance
company general accounts, that is subject to the fiduciary responsibility rules
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
or Section 4975 of the Code (an "ERISA Plan") or which is a governmental plan,
as defined in Section 3(32) of ERISA, or a church plan, as defined in Section
3(33) of ERISA and for which no election has been made under Section 410(d) of
the Code, subject to any federal, state or local law ("Similar Law") which is,
to a material extent, similar to the foregoing provisions of ERISA or the Code
(collectively, with an ERISA Plan, a "Plan") should review with its legal
advisors whether the purchase or holding of Offered Certificates could give
rise to a transaction that is prohibited or is not otherwise permitted under
ERISA, the Code or Similar Law or whether there exists any statutory,
regulatory or administrative exemption applicable thereto. Moreover, each Plan
fiduciary should determine whether an investment in the Offered Certificates is
appropriate for the Plan, taking into account the overall investment policy of
the Plan and the composition of the Plan's investment portfolio.

     The U.S. Department of Labor has issued to J.P. Morgan Securities Inc. an
individual prohibited transaction exemption, PTE 2002-19, 67 Fed. Reg. 14,979
(March 28, 2002) (the "Exemption"). The Exemption generally exempts from the
application of the prohibited


                                     S-168


transaction provisions of Sections 406 and 407 of ERISA, and the excise taxes
imposed on the prohibited transactions pursuant to Sections 4975(a) and (b) of
the Code, certain transactions, among others, relating to the servicing and
operation of pools of mortgage loans, such as the pool of mortgage loans held
by the trust, and the purchase, sale and holding of mortgage pass-through
certificates, such as the Offered Certificates, underwritten by J.P. Morgan
Securities Inc., provided that certain conditions set forth in the Exemption
are satisfied.

     The Exemption sets forth five general conditions that must be satisfied
for a transaction involving the purchase, sale and holding of the Offered
Certificates to be eligible for exemptive relief. First, the acquisition of the
Offered Certificates by a Plan must be on terms (including the price paid for
the Certificates) that are at least as favorable to the Plan as they would be
in an arm's-length transaction with an unrelated party. Second, the Offered
Certificates at the time of acquisition by the Plan must be rated in one of the
four highest generic rating categories by Moody's, S&P, or Fitch. Third, the
Trustee cannot be an affiliate of any other member of the Restricted Group
other than an Underwriter. The "Restricted Group" consists of any Underwriter,
the Depositor, the Trustee, the Master Servicer, the Special Servicer, any
sub-servicer, any entity that provides insurance or other credit support to the
trust fund and any borrower with respect to mortgage loans constituting more
than 5% of the aggregate unamortized principal balance of the mortgage loans as
of the date of initial issuance of the Offered Certificates, and any affiliate
of any of the foregoing entities. Fourth, the sum of all payments made to and
retained by the Underwriters must represent not more than reasonable
compensation for underwriting the Offered Certificates, the sum of all payments
made to and retained by the Depositor pursuant to the assignment of the
mortgage loans to the trust fund must represent not more than the fair market
value of the mortgage loans and the sum of all payments made to and retained by
the Master Servicer, the Special Servicer and any sub-servicer must represent
not more than reasonable compensation for that person's services under the
Pooling and Servicing Agreement and reimbursement of the person's reasonable
expenses in connection therewith. Fifth, the investing Plan must be an
accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities and Exchange Commission under the Securities Act of 1933, as
amended.

     It is a condition of the issuance of the Offered Certificates that they
have the ratings specified on the cover page. As of the Closing Date, the third
general condition set forth above will be satisfied with respect to the Offered
Certificates. A fiduciary of a Plan contemplating purchasing an Offered
Certificate in the secondary market must make its own determination that, at
the time of purchase, the Offered Certificates continue to satisfy the second
and third general conditions set forth above. A fiduciary of a Plan
contemplating purchasing an Offered Certificate, whether in the initial
issuance of the related Certificates or in the secondary market, must make its
own determination that the first, fourth and fifth general conditions set forth
above will be satisfied with respect to the related Offered Certificate.

     The Exemption also requires that the trust fund meet the following
requirements: (1) the trust fund must consist solely of assets of the type that
have been included in other investment pools; (2) certificates in those other
investment pools must have been rated in one of the four highest categories of
S&P, Moody's or Fitch for at least one year prior to the Plan's acquisition of
Offered Certificates; and (3) certificates in those other investment pools must
have been purchased by investors other than Plans for at least one year prior
to any Plan's acquisition of Offered Certificates.

     If the general conditions of the Exemption are satisfied, the Exemption
may provide an exemption from the restrictions imposed by Sections 406(a) and
407(a) of ERISA (as well as the excise taxes imposed by Sections 4975(a) and
(b) of the Code by reason of Sections 4975(c)(1)(A) through (D) of the Code) in
connection with (1) the direct or indirect sale, exchange or transfer of
Offered Certificates in the initial issuance of Certificates between the
Depositor or the Underwriters and a Plan when the Depositor, any of the
Underwriters, the Trustee, the Fiscal Agent, the Master Servicer, the Special
Servicer, a sub-servicer or a borrower is a party in interest with respect to
the investing Plan, (2) the direct or indirect acquisition or disposition in
the secondary market of the Offered Certificates by a Plan and (3) the holding
of Offered Certificates


                                     S-169


by a Plan. However, no exemption is provided from the restrictions of Sections
406(a)(1)(E), 406(a)(2) and 407 of ERISA for the acquisition or holding of an
Offered Certificate on behalf of an "Excluded Plan" by any person who has
discretionary authority or renders investment advice with respect to the assets
of the Excluded Plan. For purposes of this prospectus supplement, an "Excluded
Plan" is a Plan sponsored by any member of the Restricted Group.

     If certain specific conditions of the Exemption are also satisfied, the
Exemption may provide an exemption from the restrictions imposed by Sections
406(b)(1) and (b)(2) of ERISA and the taxes imposed by Section 4975(c)(1)(E) of
the Code in connection with (1) the direct or indirect sale, exchange or
transfer of Offered Certificates in the initial issuance of Certificates
between the Depositor or the Underwriters and a Plan when the person who has
discretionary authority or renders investment advice with respect to the
investment of Plan assets in those Certificates is (a) a borrower with respect
to 5% or less of the fair market value of the mortgage loans or (b) an
affiliate of that person, (2) the direct or indirect acquisition or disposition
in the secondary market of Offered Certificates by a Plan and (3) the holding
of Offered Certificates by a Plan.

     Further, if certain specific conditions of the Exemption are satisfied,
the Exemption may provide an exemption from the restrictions imposed by
Sections 406(a), 406(b) and 407(a) of ERISA, and the taxes imposed by Sections
4975(a) and (b) of the Code by reason of Section 4975(c) of the Code for
transactions in connection with the servicing, management and operation of the
pool of mortgage loans.

     Before purchasing an Offered Certificate, a fiduciary of a Plan should
itself confirm that the specific and general conditions and the other
requirements set forth in the Exemption would be satisfied at the time of
purchase. In addition to making its own determination as to the availability of
the exemptive relief provided in the Exemption, the Plan fiduciary should
consider the availability of any other prohibited transaction exemptions,
including with respect to governmental plans, any exemptive relief afforded
under Similar Law. See "Certain ERISA Considerations" in the prospectus. A
purchaser of an Offered Certificate should be aware, however, that even if the
conditions specified in one or more exemptions are satisfied, the scope of
relief provided by an exemption may not cover all acts which might be construed
as prohibited transactions.

     THE SALE OF OFFERED CERTIFICATES TO A PLAN IS IN NO RESPECT A
REPRESENTATION BY THE DEPOSITOR OR ANY OF THE UNDERWRITERS THAT THIS INVESTMENT
MEETS ANY RELEVANT LEGAL REQUIREMENTS WITH RESPECT TO INVESTMENTS BY PLANS
GENERALLY OR ANY PARTICULAR PLAN, OR THAT THIS INVESTMENT IS APPROPRIATE FOR
PLANS GENERALLY OR ANY PARTICULAR PLAN.


                                     S-170


            INDEX OF DEFINED TERMS

                                                  PAGE
                                                  ----
30/360 Basis ................................     S-78
AB Mortgage Loan ............................     S-68
AB Mortgage Loan Pair .......................     S-68
Acceptable Insurance Default ................    S-140
Actual/360 Basis ............................     S-78
Additional Exclusions .......................    S-140
Administrative Cost Rate ....................    S-110
Advances ....................................    S-118
Anticipated Repayment Date ..................     S-77
Appraisal Reduction .........................    S-121
Appraisal Reduction Event ...................    S-121
ARD Loans ...................................     S-77
Asset Status Report .........................    S-132
Assumed Final Distribution Date .............    S-114
Assumed Scheduled Payment ...................    S-111
Authenticating Agent ........................    S-128
Available Distribution Amount ...............    S-100
Base Interest Fraction ......................    S-113
CBE .........................................    S-163
Certificate Account .........................     S-99
Certificate Balance .........................     S-95
Certificate Owner ...........................     S-96
Certificate Registrar .......................    S-128
Certificateholders ..........................     S-66
Certificates ................................     S-95
Class .......................................     S-95
Class A Certificates ........................     S-95
Class A-3A Certificates .....................     S-95
Class A-SB Planned Principal
   Balance ..................................    S-112
Class UHP Certificates. .....................     S-95
Class X Certificates ........................     S-95
Class X-1 Components ........................    S-107
Class X-1 Strip Rate ........................    S-108
Class X-2 Component .........................     S-96
Class X-2 Strip Rate ........................    S-109
Clearstream .................................     S-96
Closing Date ................................     S-66
CMSA Investor Reporting Package .............    S-125
Code ........................................    S-164
Collateral Support Deficit ..................    S-117
Compensating Interest Payment ...............    S-139
Constant Prepayment Rate ....................    S-155
Controlling Class ...........................    S-135
Controlling Class Certificateholder .........    S-134
Conversion ..................................     S-87
Corrected Mortgage Loan .....................    S-132
CPR .........................................    S-155
Crossed Loan ................................     S-93
Cross-Over Date .............................    S-106
Cut-off Date Balance ........................     S-66
Cut-off Date LTV Ratios .....................     S-86
Defeasance ..................................     S-80
Defeasance Lockout Period ...................     S-80
Depositor ...................................     S-66
Depositories ................................     S-97
Determination Date ..........................     S-99
Direct Participants .........................     S-97
Directing Certificateholder .................    S-134
Discount Rate ...............................     S-79
Distributable Certificate Interest ..........    S-110
Distribution Account ........................     S-99
Distribution Date ...........................     S-99
DTC .........................................     S-96
Due Period ..................................    S-101
Effective Gross Income ......................     S-85
ERISA .......................................    S-168
ERISA Plan ..................................    S-168
ESA .........................................     S-88
Euroclear ...................................     S-96
Events of Default ...........................    S-148
Excess Interest .............................    S-110
Excess Interest Distribution
   Account ..................................    S-100
Excluded Plan ...............................    S-170
Exemption ...................................    S-168
Fairway Park Manor AB Mortgage
   Loan .....................................     S-68
FIRREA ......................................     S-88
Fiscal Agent ................................    S-128
Fitch .......................................    S-167
Form 8-K ....................................     S-85
Gain on Sale Reserve Account ................    S-100
Indirect Participants .......................     S-97
Initial Pool Balance ........................     S-66
Initial Rate ................................     S-77
Initial Resolution Period ...................     S-91
Insurance and Condemnation
   Proceeds .................................     S-99
Intercreditor Agreement .....................     S-74
Interest Accrual Period .....................    S-110
Interest Distribution Amount ................    S-110
Interest Reserve Account ....................    S-100
IRS .........................................    S-144
Liquidation Fee .............................    S-138
Liquidation Fee Rate ........................    S-138
Liquidation Proceeds ........................     S-99

                                     S-171



                                              PAGE
                                              ----
Lockbox Accounts ........................     S-94
Lockbox Loans ...........................     S-94
Lockout Period ..........................     S-78
Lower-Tier Distribution Account .........     S-99
Lower-Tier REMIC ........................    S-164
Lower-Tier REMIC Regular Interests.......    S-164
LTV Ratio ...............................     S-86
MAI .....................................     S-92
Master Servicer .........................    S-136
Master Servicer Remittance Date .........    S-118
Master Servicer Servicing Standards......    S-130
Maturity Date LTV Ratios ................     S-86
Mezz Cap AB Mortgage Loan ...............     S-68
Mezz Cap AB Mortgage Loans ..............     S-68
Mezz Cap Loan Pair ......................     S-68
Mezz Cap Loan Pairs .....................     S-68
Monthly Amounts .........................     S-79
Moody's .................................    S-167
Mortgage ................................     S-66
Mortgage Loan Sellers ...................     S-66
Mortgage Note ...........................     S-66
Mortgage Rate ...........................    S-110
Mortgaged Property ......................     S-66
Net Aggregate Prepayment Interest
   Shortfall ............................    S-110
Net Mortgage Rate .......................    S-109
Net Operating Income ....................     S-85
NOI .....................................     S-85
Non-Offered Certificates ................     S-95
Non-Offered Subordinate
   Certificates .........................    S-116
Nonrecoverable Advance ..................    S-119
North Market Place AB Mortgage
   Loan .................................     S-68
Notional Amount .........................     S-96
Oakwood Manor Apartments AB
   Mortgage Loan ........................     S-68
Offered Certificates ....................     S-95
OLP .....................................     S-70
Olympic Towers AB Mortgage Loan..........     S-68
Operating Statements ....................     S-85
Option Price ............................    S-143
PAR .....................................     S-88
Participants ............................     S-96
Pass-Through Rate .......................    S-106
Paying Agent ............................     S-67
Percentage Interest .....................     S-96
Periodic Payments .......................    S-100
Permitted Investments ...................    S-100
Plan ....................................    S-168
PML .....................................     S-83
Pooling and Servicing Agreement .........     S-95
Prepayment Assumption ...................    S-164
Prepayment Interest Excess. .............    S-139
Prepayment Interest Shortfall. ..........    S-139
Primary Collateral ......................     S-94
Prime Rate ..............................    S-120
Principal Balance Certificates ..........     S-96
Principal Distribution Amount ...........    S-110
Principal Shortfall .....................    S-112
Purchase Agreements .....................     S-66
Purchase Option .........................    S-143
Purchase Price ..........................     S-91
P&I Advance .............................    S-118
Qualified Substitute Mortgage
   Loan .................................     S-91
Rated Final Distribution Date ...........    S-167
Rating Agencies .........................    S-167
Record Date .............................     S-99
Regular Certificates ....................    S-164
Reimbursement Rate ......................    S-120
Related Proceeds ........................    S-119
Release Date ............................     S-80
REMIC ...................................    S-164
REMIC Provisions ........................    S-164
REO Account .............................    S-141
REO Loan ................................    S-112
REO Property ............................    S-132
Residual Certificates ...................     S-95
Restricted Group ........................    S-169
Revised Rate ............................     S-77
Rules ...................................     S-98
Scheduled Principal Distribution
   Amount ...............................    S-111
Senior Certificates. ....................     S-95
Servicing Advances ......................    S-118
Servicing Fee ...........................    S-136
Servicing Fee Rate ......................    S-136
Servicing Standards .....................    S-131
Similar Law .............................    S-168
Special Servicer ........................    S-136
Special Servicer Servicing Standards.....    S-131
Special Servicing Fee ...................    S-137
Special Servicing Fee Rate ..............    S-137
Specially Serviced Mortgage Loans........    S-132
Stated Principal Balance ................    S-112
Statement to Certificateholders .........    S-123
Subordinate Certificates. ...............     S-95
Subordinate Companion Loan ..............     S-68
Subordinate Offered Certificates. .......     S-95

                                     S-172


                                               PAGE
                                               ----
Taft Office Complex Phase I AB
   Mortgage Loan .........................     S-68
Taft Office Complex Phase II AB
   Mortgage Loan .........................     S-68
Trustee ..................................     S-66
Trustee Fee ..............................    S-128
Trustee Fee Rate .........................    S-128
Underwriters .............................    S-165
Underwriting Agreement ...................    S-165
Underwritten Cash Flow ...................     S-85
Underwritten Cash Flow Debt
   Service Coverage Ratio ................     S-85
Underwritten NOI .........................     S-85
Universal Hotel Portfolio B Note .........     S-71
Universal Hotel Portfolio B
   Noteholders ...........................     S-71
Universal Hotel Portfolio
   Companion Notes .......................     S-71
Universal Hotel Portfolio Control
   Appraisal Event .......................     S-71
Universal Hotel Portfolio
   Intercreditor Agreement ...............     S-71
Universal Hotel Portfolio Loan ...........     S-71
Universal Hotel Portfolio Loan
   Option Price ..........................     S-73
Universal Hotel Portfolio Majority
   Companion Holders .....................     S-71
Universal Hotel Portfolio Operating
   Advisor ...............................    S-134
Universal Hotel Portfolio Purchase
   Option ................................     S-73
Universal Hotel Portfolio Senior
   Noteholders ...........................     S-71
Universal Hotel Portfolio Senior
   Notes .................................     S-71
Universal Hotel Portfolio Whole
   Loan ..................................     S-71
Unscheduled Principal Distribution
   Amount ................................    S-111
Upper-Tier Distribution Account ..........     S-99
Upper-Tier REMIC .........................    S-164
USVI .....................................     S-65
UW DSCR ..................................     S-85
UW NCF ...................................     S-85
UW NOI ...................................     S-85
Voting Rights ............................    S-126
WAC Rate .................................    S-109
Withheld Amounts .........................    S-100
Withheld Loans ...........................    S-100
Workout Fee ..............................    S-137
Workout Fee Rate .........................    S-137
Workout-Delayed Reimbursement
   Amount ................................    S-119
Yield Maintenance Charge .................     S-78


                                     S-173










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                                  SCHEDULE I
                            CLASS X REFERENCE RATES

                      DISTRIBUTION DATE        REFERENCE RATE
                 --------------------------   ---------------
                         August 2005               5.48091%
                       September 2005              5.47185%
                        October 2005               5.29495%
                        November 2005              5.47173%
                        December 2005              5.29484%
                        January 2006               5.29478%
                        February 2006              5.29478%
                         March 2006                5.29559%
                         April 2006                5.47148%
                          May 2006                 5.29459%
                          June 2006                5.47073%
                          July 2006                5.29387%
                         August 2006               5.47063%
                       September 2006              5.46997%
                        October 2006               5.29311%
                        November 2006              5.46979%
                        December 2006              5.29291%
                        January 2007               5.29280%
                        February 2007              5.29270%
                         March 2007                5.29312%
                         April 2007                5.46925%
                          May 2007                 5.29238%
                          June 2007                5.46905%
                          July 2007                5.29218%
                         August 2007               5.46293%
                       September 2007              5.47942%
                        October 2007               5.30224%
                        November 2007              5.47930%
                        December 2007              5.30212%
                        January 2008               5.47917%
                        February 2008              5.30200%
                         March 2008                5.30205%
                         April 2008                5.47898%
                          May 2008                 5.30180%
                          June 2008                5.47885%
                          July 2008                5.30167%
                         August 2008               5.47870%
                       September 2008              5.47864%
                        October 2008               5.30146%
                        November 2008              5.47850%
                        December 2008              5.30132%
                        January 2009               5.30124%
                        February 2009              5.30118%
                         March 2009                5.30153%
                         April 2009                5.47813%
                          May 2009                 5.30095%
                          June 2009                5.47798%



                                  Schedule I - 1


                      DISTRIBUTION DATE        REFERENCE RATE
                 --------------------------   ---------------
                          July 2009                5.30081%
                         August 2009               5.47783%
                       September 2009              5.47777%
                        October 2009               5.30060%
                        November 2009              5.47763%
                        December 2009              5.29989%
                        January 2010               5.29872%
                        February 2010              5.29732%
                         March 2010                5.30089%
                         April 2010                5.44149%
                          May 2010                 5.26548%
                          June 2010                5.44081%
                          July 2010                5.26130%
                         August 2010               5.43696%
                       September 2010              5.43640%
                        October 2010               5.26057%
                        November 2010              5.43621%
                        December 2010              5.26038%
                        January 2011               5.26028%
                        February 2011              5.26019%
                         March 2011                5.26071%
                         April 2011                5.43571%
                          May 2011                 5.25989%
                          June 2011                5.43551%
                          July 2011                5.25969%
                         August 2011               5.43531%
                       September 2011              5.43521%
                        October 2011               5.25939%
                        November 2011              5.42561%
                        December 2011              5.25042%
                        January 2012               5.42711%
                        February 2012              5.24848%
                         March 2012                5.24859%
                         April 2012                5.42232%
                          May 2012                 5.25049%
                          June 2012                5.42618%
                          July 2012                5.25179%


                                 Schedule I - 2


                                   SCHEDULE II
                  CLASS A-SB PLANNED PRINCIPAL BALANCE SCHEDULE


                 DATE                                 BALANCE
                 ----                                 -------
                 August 12, 2005 .............   $137,352,000.00
                 September 12, 2005 ..........   $137,352,000.00
                 October 12, 2005 ............   $137,352,000.00
                 November 12, 2005 ...........   $137,352,000.00
                 December 12, 2005 ...........   $137,352,000.00
                 January 12, 2006 ............   $137,352,000.00
                 February 12, 2006 ...........   $137,352,000.00
                 March 12, 2006 ..............   $137,352,000.00
                 April 12, 2006 ..............   $137,352,000.00
                 May 12, 2006 ................   $137,352,000.00
                 June 12, 2006 ...............   $137,352,000.00
                 July 12, 2006 ...............   $137,352,000.00
                 August 12, 2006 .............   $137,352,000.00
                 September 12, 2006 ..........   $137,352,000.00
                 October 12, 2006 ............   $137,352,000.00
                 November 12, 2006 ...........   $137,352,000.00
                 December 12, 2006 ...........   $137,352,000.00
                 January 12, 2007 ............   $137,352,000.00
                 February 12, 2007 ...........   $137,352,000.00
                 March 12, 2007 ..............   $137,352,000.00
                 April 12, 2007 ..............   $137,352,000.00
                 May 12, 2007 ................   $137,352,000.00
                 June 12, 2007 ...............   $137,352,000.00
                 July 12, 2007 ...............   $137,352,000.00
                 August 12, 2007 .............   $137,352,000.00
                 September 12, 2007 ..........   $137,352,000.00
                 October 12, 2007 ............   $137,352,000.00
                 November 12, 2007 ...........   $137,352,000.00
                 December 12, 2007 ...........   $137,352,000.00
                 January 12, 2008 ............   $137,352,000.00
                 February 12, 2008 ...........   $137,352,000.00
                 March 12, 2008 ..............   $137,352,000.00
                 April 12, 2008 ..............   $137,352,000.00
                 May 12, 2008 ................   $137,352,000.00
                 June 12, 2008 ...............   $137,352,000.00
                 July 12, 2008 ...............   $137,352,000.00
                 August 12, 2008 .............   $137,352,000.00
                 September 12, 2008 ..........   $137,352,000.00
                 October 12, 2008 ............   $137,352,000.00
                 November 12, 2008 ...........   $137,352,000.00
                 December 12, 2008 ...........   $137,352,000.00
                 January 12, 2009 ............   $137,352,000.00
                 February 12, 2009 ...........   $137,352,000.00
                 March 12, 2009 ..............   $137,352,000.00
                 April 12, 2009 ..............   $137,352,000.00
                 May 12, 2009 ................   $137,352,000.00
                 June 12, 2009 ...............   $137,352,000.00
                 July 12, 2009 ...............   $137,352,000.00
                 August 12, 2009 .............   $137,352,000.00
                 September 12, 2009 ..........   $137,352,000.00
                 October 12, 2009 ............   $137,352,000.00
                 November 12, 2009 ...........   $137,352,000.00
                 December 12, 2009 ...........   $137,352,000.00
                 January 12, 2010 ............   $137,351,755.20
                 February 12, 2010 ...........   $135,533,558.35
                 March 12, 2010 ..............   $133,116,934.38
                 April 12, 2010 ..............   $131,283,608.74

                                  Schedule II-1



                   DATE                               BALANCE
                   ----                               -------
                   May 12, 2010 ...............   $129,251,023.69
                   June 12, 2010 ..............   $127,362,880.49
                   July 12, 2010 ..............   $125,223,854.06
                   August 12, 2010 ............   $123,108,594.53
                   September 12, 2010 .........   $121,001,068.32
                   October 12, 2010 ...........   $118,653,556.17
                   November 12, 2010 ..........   $116,525,272.60
                   December 12, 2010 ..........   $114,157,571.55
                   January 12, 2011 ...........   $112,008,339.13
                   February 12, 2011 ..........   $109,849,093.37
                   March 12, 2011 .............   $106,994,258.76
                   April 12, 2011 .............   $104,811,644.35
                   May 12, 2011 ...............   $102,391,100.89
                   June 12, 2011 ..............   $100,187,036.37
                   July 12, 2011 ..............   $ 97,745,630.22
                   August 12, 2011 ............   $ 95,519,917.69
                   September 12, 2011 .........   $ 93,283,834.09
                   October 12, 2011 ...........   $ 90,811,285.54
                   November 12, 2011 ..........   $ 88,553,258.52
                   December 12, 2011 ..........   $ 86,088,813.45
                   January 12, 2012 ...........   $ 83,835,519.81
                   February 12, 2012 ..........   $ 81,645,179.90
                   March 12, 2012 .............   $ 79,016,530.40
                   April 12, 2012 .............   $ 76,839,672.89
                   May 12, 2012 ...............   $ 74,442,915.50
                   June 12, 2012 ..............   $ 72,244,761.07
                   July 12, 2012 ..............   $ 69,853,685.27
                   August 12, 2012 ............   $ 67,681,710.51
                   September 12, 2012 .........   $ 65,499,624.59
                   October 12, 2012 ...........   $ 63,105,273.05
                   November 12, 2012 ..........   $ 60,901,880.47
                   December 12, 2012 ..........   $ 58,486,805.17
                   January 12, 2013 ...........   $ 56,261,909.50
                   February 12, 2013 ..........   $ 54,026,655.36
                   March 12, 2013 .............   $ 51,179,781.28
                   April 12, 2013 .............   $ 48,920,861.45
                   May 12, 2013 ...............   $ 46,451,778.51
                   June 12, 2013 ..............   $ 44,308,169.96
                   July 12, 2013 ..............   $ 41,968,290.41
                   August 12, 2013 ............   $ 39,803,774.25
                   September 12, 2013 .........   $ 37,629,164.73
                   October 12, 2013 ...........   $ 35,259,131.17
                   November 12, 2013 ..........   $ 33,063,327.73
                   December 12, 2013 ..........   $ 30,672,679.40
                   January 12, 2014 ...........   $ 28,455,486.30
                   February 12, 2014 ..........   $ 26,227,953.22
                   March 12, 2014 .............   $ 23,439,262.80
                   April 12, 2014 .............   $ 21,201,846.93
                   May 12, 2014 ...............   $ 18,772,174.52
                   June 12, 2014 ..............   $ 16,522,529.32
                   July 12, 2014 ..............   $ 14,081,996.94
                   August 12, 2014 ............   $ 11,810,474.02
                   September 12, 2014 .........   $  9,528,355.56
                   October 12, 2014 ...........   $  7,056,236.94
                   November 12, 2014 ..........   $  4,765,233.23
                   December 12, 2014 ..........   $  2,296,318.10
                   January 12, 2015 ...........   $             0



                                 Schedule II-2

                                                                       ANNEX A-1


     CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES































                                   Annex A-1





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ANNEX A-1


<TABLE>


LOAN #         SELLER     PROPERTY NAME                                         STREET ADDRESS
- ------         ------     -------------                                         --------------

   1            JPMCB     Universal Hotel Portfolio                             Various
  1.1                     Portofino Bay                                         5601 Universal Boulevard
  1.2                     Royal Pacific                                         6300 Hollywood Way
  1.3                     Hard Rock                                             5800  Universal Boulevard
   2            CIBC      40 Rector Street                                      40 Rector Street
   3            JPMCB     Promenade at Westlake                                 100-180 Promenade Way
   4            JPMCB     LXP- ISS                                              6303 Barfield Road
   5            JPMCB     4250 North Fairfax Drive                              4250 North Fairfax Drive
   6            CIBC      Fort Steuben Mall                                     100 Mall Drive
   7            JPMCB     South Brunswick Square                                4095 US Route 1
   8            JPMCB     Hacienda Shopping Center                              1605-1697 Azusa Avenue
   9            CIBC      Stirling Covington Center                             69284-69346 Highway 21
  10            JPMCB     The Shoppes at Susquehanna Marketplace                2547 Brindle Drive
  11            CIBC      Discovery Channel Building                            8045 Kennett Street
  12            JPMCB     Timber Links Apartments                               5201 Par Drive
  13            CIBC      450 North Roxbury Drive                               450 North Roxbury Drive
  14            CIBC      Metro Towne Center                                    10214 North Metro Parkway West
  15            JPMCB     Beltway Business Center                               6464 General Green Way
  16            CIBC      Preston Towne Crossing                                2424-2432 Preston Road
  17            CIBC      Merchant's Crossing                                   15201 North Cleveland Avenue
  18            JPMCB     Carriage Parc Apartments                              1346 Gunbarrel Road
  19            JPMCB     Regency- Riverside Square & River's Edge              3145 South Ashland Avenue
  20            CIBC      The Village at Eagle Glen                             2243-2279 Eagle Glen Parkway and
                                                                                3811-3877 Bedford Canyon Road
  21            JPMCB     Regency- Bayhill Shopping Center                      811 Cherry Avenue
  22            CIBC      Quaker Crossing                                       3450-3500 Amelia Drive
  23            JPMCB     717 14th Street, NW                                   717 14th Street, NW
  24            JPMCB     Village Square Shopping Center                        27149 Chagrin Boulevard
  25            CIBC      Veranda Apartments                                    2383 Akers Mill Drive
  26            JPMCB     LXP-Capital One                                       100, 120 & 140 Eastshore Drive
  27            JPMCB     Lee's Hill                                            10304 Spotsylvania Avenue
  28            JPMCB     Regency- Ygnacio Plaza                                1881 Ygnacio Valley Road
  29            CIBC      Phillips Ranch Village Shopping Center                4-16 Village Loop Road
  30            CIBC      Berkeley Square                                       4621-4757 West Park Boulevard
  31            CIBC      Brook Run                                             5616 Brook Road
  32            CIBC      Southpark Centre                                      12651 South Dixie Highway
  33            JPMCB     LXP-IKON                                              11310 Greens Crossing Boulevard
  34            CIBC      Scotch Hills Apartments                               30 Highland Boulevard
  35            JPMCB     Regency- Bowie Plaza                                  6948 Laurel Bowie Road
  36            JPMCB     Regency- Parkville Shopping Center                    7601-7713 Harford Road
  37            JPMCB     9000 Waukegan Road                                    9000 Waukegan Road
  38            CIBC      Watertower Place at Celebration                       6070 West Irlo Bronson Memorial Highway
  39            CIBC      Embassy Suites Hotel Salt Lake City                   110 West 600 South
  40            JPMCB     Regency- Aurora Marketplace                           23632 Highway 99
  41            JPMCB     Arden Square                                          3102-3198 Arden Way
  42            JPMCB     Regency- Kings Park Shopping Center                   8900 Burke Lake Road
  43            JPMCB     International Plaza                                   22 Dronningens Gade
  44            CIBC      Bed Bath & Beyond                                     251 Tarrytown Road
  45            JPMCB     Parkwood Plaza Shopping Center                        13151 West 10 Mile Road
  46            JPMCB     Sharp Healthcare                                      128-130 Cedar Road
  47            CIBC      Gramercy Parc Apartments                              2001 East Tropicana Avenue
  48            JPMCB     LXP-AT&T                                              3201 Quail Springs Parkway
  49            CIBC      Jefferson Point Apartments                            128 Jefferson Point Lane
  50            JPMCB     The Heights                                           26400 Ford Road
  51            CIBC      Brookside Plaza                                       453-579 Waukegan Road
  52            JPMCB     LXP-The Dial Corporation                              15501 North Dial Boulevard
  53            JPMCB     Regency- Riverview Plaza                              3322 North Western Avenue
  54            JPMCB     Lofts at Chimney Hill                                 161 Leverington Avenue
  55            JPMCB     Pinebrook Shopping Center                             3952-3980 Airport Boulevard
  56            JPMCB     101 Kentile Road                                      101 Kentile Road
  57            CIBC      Cathedral Village Shopping Center                     69115-69275 Ramon Road and
                                                                                32120-32250 Date Palm Drive
  58            JPMCB     Regency- Twin Oaks Shopping Center                    5701-5833 Kanan Road and
                                                                                29015-29035 Thousand Oaks Boulevard
  59            JPMCB     Eatontown Plaza                                       Route 36 and Wall Street
  60            JPMCB     The Plantation Apartment Homes                        2255 Switzer Road
  61            JPMCB     LXP-Kerr McGee                                        16676 Northchase Drive
  62            CIBC      East Pointe Apartments                                1207 Kelston Place
  63            CIBC      Cherrywood Shopping Center                            1148-1194 Wantagh Avenue
  64            CIBC      50 Chestnut Ridge Road                                50 Chestnut Ridge Road
  65            CIBC      Cannon West Shopping Center                           6800 West Gate Boulevard
  66            JPMCB     LXP-LA Media Tech Center Building 5                   2706 Media Center Drive
  67            CIBC      Bensalem Shopping Center                              1903-1971 Street Road
  68            JPMCB     St. Andrews at River Park Apartments                  2801 Turnberry Drive
  69            JPMCB     The Center of Sheffield                               400 Sheffield Center
  70            JPMCB     Desert Palms Apartments                               1001 East Carey Avenue
  71            CIBC      Nexus Town Center                                     3400-3490 La Sierra Avenue
  72            JPMCB     Regency- Silverado Plaza                              611 Trancas Street
  73            CIBC      RBC Centura Tower                                     555 East Main Street
  74            CIBC      Airpark II                                            741 Miller Drive, SE
  75            JPMCB     Lakewind East Apartments                              5131 Bundy Road
  76            CIBC      Haywood Plaza                                         30 Orchard Park Drive
  77            CIBC      Lake at NorthPoint                                    1805 Old Alabama Road
  78            CIBC      Riverside Center                                      156-316 St. Road 312
  79            CIBC      ABB Building                                          579 Executive Campus Drive
  80            JPMCB     Regency- Northway Shopping Center                     672 Old Mill Road
  81            JPMCB     329 West 18th Street                                  329 West 18th Street
  82            CIBC      367 Southern Boulevard                                367 Southern Boulevard
  83            JPMCB     LXP-Allstate Insurance Company                        5757 Decatur Boulevard
  84            JPMCB     Cherry Hill Plaza                                     1415 Route 70 East
  85            JPMCB     Plaza Las Brisas                                      39832-39872 Los Alamos Road
  86            JPMCB     3067-3095 Berlin Turnpike                             3067-3095 Berlin Turnpike
  87            CIBC      Atrium Executive Plaza                                499 Northwest 70th Avenue &
                                                                                7025 Northwest 4th Street
  88            JPMCB     6 Shaw's Cove                                         6 Shaws Cove
  89            JPMCB     Holiday Inn Chattanooga                               1400 Market Street
  90            CIBC      USDA Fort Collins                                     2150-E Centre Avenue
  91            JPMCB     Regency- Whitnall Square Shopping Center              4698 South Whitnall Avenue
  92            CIBC      6495, 6565, 6517, 6515, 6523, 6501 and
                          6519 Taft Street Portfolio                            Various
 92.1                     6495 Taft Street                                      6495 Taft Street
 92.2                     6565 Taft Street                                      6565 Taft Street
 92.3                     6517 Taft Street                                      6517 Taft Street
 92.4                     6515 Taft Street                                      6515 Taft Street
 92.5                     6523 Taft Street                                      6523 Taft Street
 92.6                     6501 Taft Street                                      6501 Taft Street
 92.7                     6519 Taft Street                                      6519 Taft Street
  93            CIBC      Queen Anne Belvedere                                  1200-1224 North Charles Street
  94            JPMCB     Olympic Towers                                        300 Pearl Street
  95            CIBC      Carriage Hill Apartments                              115 Carriage Hill Drive
  96            JPMCB     LXP-Metris                                            4848 South 129th East Avenue
  97            JPMCB     River Crossing                                        8030 Sycamore Creek Drive
  98            JPMCB     Tuscany Apartments                                    1215 Seneca Street
  99            CIBC      The Grande Theatre 16                                 3205 Northline Avenue
  100           CIBC      Tivoli Apartments                                     1027 Tivoli Crescent
  101           CIBC      Ontario Spectrum Business Center                      4295 East Jurupa Street
  102           CIBC      Newhall Plaza                                         24130-24182 Lyons Avenue
  103           JPMCB     Lewisville Town Center                                921, 925, 1081, 1093 West Main Street
  104           JPMCB     York Plaza Shopping Center                            235 Pauline Drive
  105           CIBC      Sterling University Peaks                             2985 Aurora Avenue
  106           JPMCB     Honey Creek Apartments                                1786 Honey Lane
  107           JPMCB     Longview Oaks Apartments                              480 Vine Street
  108           JPMCB     Royal Dane Mall                                       26 Dronningens Gade
  109           JPMCB     Hidden Valley Apartments                              2107 College Street
  110           JPMCB     LXP-Principal Life Insurance                          1275 Northwest 128th Street
  111           CIBC      VA Outpatient Clinic                                  5788 Eckhert Road
  112           JPMCB     Cypress Creek Retail                                  109 Cypress Creek Road
  113           CIBC      Mission West Shopping Center                          6500-6620 Martway and 6503-6721 Johnson Drive
  114           JPMCB     ParkWest 1                                            1 ParkWest Circle
  115           CIBC      American Fork Medical                                 1159 East 200 North
  116           CIBC      Scarsdale Village Shopping Center                     10904 Scarsdale Boulevard
  117           CIBC      Karasick Portfolio                                    Various
 117.1                    Lido Villa                                            111 Victor Place
 117.2                    Seacrest Apartments                                   103-105 McCabe Avenue
  118           JPMCB     Stor-All Man-O-War                                    2750 Palumbo Drive
  119           CIBC      North Market Place                                    3000 North Market Street
  120           JPMCB     Rancho Crossroads                                     41125 Winchester Road
  121           CIBC      Towncreek Shopping Center                             8426-8500 Abrams Road
  122           JPMCB     4949 Hedgcoxe Plaza                                   4949 Hedgcoxe Plaza
  123           CIBC      Circuit City - Whitehall                              1055 Grape Street
  124           JPMCB     Fairway Park Manor                                    1224 Berrum Lane
  125           CIBC      6350 Laurel Canyon                                    6350 Laurel Canyon Boulevard
  126           CIBC      Williamsburg Square Apartments                        4430 South Liberty
  127           JPMCB     185 Varick Street                                     185 Varick Street
  128           JPMCB     2200 Southwest 71st Terrace                           2200 Southwest 71st Terrace
  129           CIBC      Briar Hills One                                       1011 Highway 6 South
  130           CIBC      6363 and 6365 Taft Street Portfolio                   Various
 130.1                    6363 Taft Street                                      6363 Taft Street
 130.2                    6365 Taft Street                                      6365 Taft Street
  131           JPMCB     North Creek Executive Center                          18501 Maple Creek Drive
  132           CIBC      Two Corporate Place                                   2 Corporate Place
  133           JPMCB     Stor-All - Brownsboro                                 1919 Brownsboro Road
  134           CIBC      Townview Business Center                              338-360 Gest Street
  135           CIBC      Eastgate Shopping Center                              2231 East Hillsborough Avenue
  136           CIBC      Golf Course Plaza                                     4643, 4647 and 4651 Golf Course Road
  137           CIBC      Hulen South Tower                                     3880 Hulen Street
  138           CIBC      Towne Oaks                                            8622 and 8623 Starcrest Drive
  139           JPMCB     Greenfield II Office Building                         4115 East Valley Auto Drive
  140           CIBC      Abbotts Bridge Crossing                               3170 Peachtree Industrial Boulevard
  141           CIBC      Veterans Affairs Building                             3110 Hamilton Boulevard
  142           JPMCB     The Monarch Apartments                                77 West Coolidge Street
  143           CIBC      Grove Ontario Business Center                         1950A & 2000A South Grove Avenue
  144           CIBC      Lamar Village Apartments                              6066 Lamar Street
  145           CIBC      Clearmont Apartments                                  2220 Cleary Avenue
  146           CIBC      Oakwood Manor Apartments                              370 Jefferson Avenue
  147           JPMCB     Mar-Stal Apartments                                   25-31 Mustang Court, 32 Pony Court, 33 Colt Court,
                                                                                35-37 Appaloosa Court, 39-41 Pinto Court and
                                                                                43-51 Mare Court
  148           JPMCB     Saranac Lake Plaza                                    622 Lake Flower Avenue
  149           JPMCB     Regency Park Apartments                               6333 North 12th Street
  150           JPMCB     Coursey Place Center                                  11575 Coursey Boulevard
  151           CIBC      Silver Spur Ranch                                     9310 and 9322 East Main Street
  152           JPMCB     Stor-All - Cane Run                                   4100 Cane Run Road
  153           JPMCB     Centre 205                                            2600 SE 98th Avenue
  154           JPMCB     Fox Run Professional Center                           205 & 301 Steeple Chase Drive
  155           JPMCB     221 Broadway - Medical Office Bldg                    221 Broadway
  156           JPMCB     Fairview Garden Apartments                            1101 Williamston Road
  157           JPMCB     Live Oak Business Center                              855-875 Cotting Lane
  158           JPMCB     Sawgrass Business Centre                              501-599 Sawgrass Corporate Parkway
  159           JPMCB     Greenbrier Square                                     380 Greenbrier Drive
  160           CIBC      Ashwood Apartments                                    6495 and 6499 Ash Street
  161           JPMCB     2430 E Market                                         2430 East Market Street
  162           JPMCB     Acorn Mini Storage- Sebastian                         189 Sebatian Boulevard
  163           CIBC      CVS Rocky Point                                       900 - 906 North Hamilton Road
  164           CIBC      Westgate Plaza                                        1755 Westgate Lane
  165           JPMCB     9290-9296 Civic Center Drive                          9290-9296 Civic Center Drive
  166           JPMCB     La Quinta Shopping Center                             79305 Highway 111
  167           CIBC      Las Misiones Plaza                                    3805 Plantation Grove Boulevard
  168           JPMCB     Cedar Cliff Mall and Professional Center              1104-1106 Carlisle Road
  169           JPMCB     Orion Campus                                          1011 South  Baldwin Road
  170           JPMCB     Lassen Industrial                                     21610-21638 Lassen Street and
                                                                                9840-9860 Owensmouth Avenue
  171           CIBC      White Summit                                          3004 - 3016 North McColl Road
  172           CIBC      The Warehouse Apartments                              11 New Street
  173           CIBC      Tracy Industrial Building                             503 West Larch Road
  174           JPMCB     Copperfield Plaza                                     15754 FM 529 Road
  175           CIBC      Woodlawn Village Apartments                           818 Woodlawn Avenue
  176           JPMCB     Stor-All Dublin                                       3740 Snouffer Road
  177           JPMCB     Moraga Plaza                                          29760 Rancho California Road
  178           JPMCB     Stor-All - Dixie                                      10007 Dixie Highway
  179           JPMCB     Stor-All - New Cut                                    5601 New Cut Road
  180           CIBC      Belmont Village Square                                3900 Bishop Road
  181           JPMCB     Sara Lee Distribution                                 2205 Southeast Creekview Drive
  182           JPMCB     Regency- 601 King Street                              601 King Street
  183           CIBC      Bradbury Pointe Mobile Home Park                      82 University Mobile Home Park
  184           JPMCB     Cloister Shopping Center                              120 North Reading Road
  185           JPMCB     The Trails Shopping Center                            201-285 South Santa Fe Avenue
  186           CIBC      Brandon Commons                                       11001 Causeway Boulevard
  187           JPMCB     Parkway Gardens Apartments                            695-701 Parkway Avenue
  188           CIBC      Plum Pointe Shopping Center                           2040 Wilmington Highway
  189           JPMCB     Drew Street Storage                                   2180 Drew Street
  190           JPMCB     Freemont Commons                                      4605 North East Fremont Street
  191           JPMCB     Palace Plaza Shopping Center                          113 Palace Lane
  192           JPMCB     Carriage Place Apartments                             1309 Fern Street Southwest
  193           JPMCB     Fern Ridge Apartments                                 1309 Fern Street Southwest
  194           JPMCB     Metroland Heights                                     180 Leaders Heights Road
  195           CIBC      Advanced Auto Parts                                   3769 Brewerton Road
</TABLE>



<TABLE>

                                                                       NUMBER OF     PROPERTY                PROPERTY
LOAN #   CITY               STATE    ZIP CODE   COUNTY                PROPERTIES     TYPE                    SUBTYPE
- ------   ----               -----    --------   ------                ----------     ----                    -------

   1     Orlando             FL       32819     Orange                     3         Hotel                   Full Service
  1.1    Orlando             FL       32819     Orange                     1         Hotel                   Full Service
  1.2    Orlando             FL       32819     Orange                     1         Hotel                   Full Service
  1.3    Orlando             FL       32819     Orange                     1         Hotel                   Full Service
   2     New York            NY       10006     New York                   1         Office                  CBD
   3     Thousand Oaks       CA       91362     Ventura                    1         Retail                  Anchored
   4     Atlanta             GA       30328     Fulton                     1         Office                  Suburban
   5     Arlington           VA       22203     Arlington                  1         Office                  CBD
   6     Steubenville        OH       43952     Jefferson                  1         Retail                  Anchored
   7     South Brunswick     NJ       08852     Middlesex                  1         Retail                  Anchored
   8     Hacienda Heights    CA       91745     Los Angeles                1         Retail                  Anchored
   9     Covington           LA       70433     St. Tammany                1         Retail                  Anchored
  10     Harrisburg          PA       17110     Dauphin                    1         Retail                  Unanchored
  11     Silver Spring       MD       20910     Montgomery                 1         Office                  Suburban
  12     Denton              TX       76208     Denton                     1         Multifamily             Garden
  13     Beverly Hills       CA       90210     Los Angeles                1         Office                  Suburban
  14     Phoenix             AZ       85051     Maricopa                   1         Retail                  Anchored
  15     Alexandria          VA       22312     Fairfax                    1         Industrial              Flex
  16     Plano               TX       75093     Collin                     1         Retail                  Shadow Anchored
  17     North Fort Myers    FL       33903     Lee                        1         Retail                  Anchored
  18     Chattanooga         TN       37421     Hamilton                   1         Multifamily             Garden
  19     Chicago             IL       60608     Cook                       1         Retail                  Anchored
  20     Corona              CA       92883     Riverside                  1         Retail                  Anchored
  21     San Bruno           CA       94006     San Mateo                  1         Retail                  Anchored
  22     Orchard Park        NY       14127     Erie                       1         Retail                  Anchored
  23     Washington          DC       20005     District of Columbia       1         Office                  CBD
  24     Woodmere            OH       44122     Cuyahoga                   1         Retail                  Anchored
  25     Atlanta             GA       30339     Cobb                       1         Multifamily             Garden
  26     Glen Allen          VA       23059     Henrico                    1         Office                  Suburban
  27     Fredericksburg      VA       22408     Spotsylvania               1         Office                  Suburban
  28     Walnut Creek        CA       94598     Contra Costa               1         Retail                  Anchored
  29     Pomona              CA       91766     Los Angeles                1         Retail                  Anchored
  30     Plano               TX       75093     Collin                     1         Retail                  Anchored
  31     Richmond            VA       23227     Henrico                    1         Retail                  Anchored
  32     Pinecrest           FL       33156     Miami-Dade                 1         Mixed Use               Office/Retail
  33     Houston             TX       77067     Harris                     1         Office                  Suburban
  34     New Castle          DE       19720     New Castle                 1         Multifamily             Garden
  35     Bowie               MD       20715     Prince Georges             1         Retail                  Anchored
  36     Parkville           MD       21234     Baltimore                  1         Retail                  Anchored
  37     Morton Grove        IL       60053     Cook                       1         Office                  Suburban
  38     Celebration         FL       34747     Osceola                    1         Retail                  Anchored
  39     Salt Lake City      UT       84101     Salt Lake                  1         Hotel                   Full Service
  40     Edmonds             WA       98026     Snohomish                  1         Retail                  Anchored
  41     Sacramento          CA       95825     Sacramento                 1         Retail                  Anchored
  42     Springfield         VA       22151     Fairfax                    1         Retail                  Anchored
  43     St. Thomas          VI       00802     St. Thomas                 1         Retail                  Unanchored
  44     Elmsford            NY       10523     Westchester                1         Retail                  Anchored
  45     Oak Park            MI       48237     Oakland                    1         Retail                  Anchored
  46     Vista               CA       92083     San Diego                  1         Office                  Suburban
  47     Las Vegas           NV       89119     Clark                      1         Multifamily             Garden
  48     Oklahoma City       OK       73134     Oklahoma                   1         Office                  Suburban
  49     Newport News        VA       23602     Newport News City          1         Multifamily             Garden
  50     Dearborn Heights    MI       48127     Wayne                      1         Retail                  Anchored
  51     Northbrook          IL       60062     Cook                       1         Retail                  Anchored
  52     Scottsdale          AZ       85260     Maricopa                   1         Office                  Suburban
  53     Chicago             IL       60618     Cook                       1         Retail                  Anchored
  54     Philadelphia        PA       19127     Philadelphia               1         Multifamily             Mid/High Rise
  55     Mobile              AL       36608     Mobile                     1         Retail                  Anchored
  56     South Plainfield    NJ       07080     Middlesex                  1         Industrial              Warehouse/Distribution
  57     Cathedral City      CA       92234     Riverside                  1         Retail                  Shadow Anchored
  58     Agoura Hills        CA       91301     Los Angeles                1         Retail                  Anchored
  59     Eatontown           NJ       07724     Monmouth                   1         Retail                  Anchored
  60     Gulfport            MS       39507     Harrison                   1         Multifamily             Garden
  61     Houston             TX       77060     Harris                     1         Office                  Suburban
  62     Charlotte           NC       28212     Mecklenburg                1         Multifamily             Garden
  63     Wantagh             NY       11793     Nassau                     1         Retail                  Anchored
  64     Montvale            NJ       07645     Bergen                     1         Office                  Suburban
  65     Austin              TX       78745     Travis                     1         Retail                  Anchored
  66     Los Angeles         CA       90065     Los Angeles                1         Office                  CBD
  67     Bensalem            PA       19020     Bucks                      1         Retail                  Anchored
  68     Arlington           TX       76006     Tarrant                    1         Multifamily             Garden
  69     Lorain              OH       44055     Lorain                     1         Retail                  Anchored
  70     North Las Vegas     NV       89030     Clark                      1         Multifamily             Garden
  71     Riverside           CA       92503     Riverside                  1         Retail                  Shadow Anchored
  72     Napa                CA       94558     Napa                       1         Retail                  Anchored
  73     Norfolk             VA       23510     Norfolk City               1         Office                  Suburban
  74     Leesburg            VA       20175     Loudoun                    1         Office                  Suburban
  75     New Orleans         LA       70127     Orleans                    1         Multifamily             Garden
  76     Greenville          SC       29615     Greenville                 1         Retail                  Anchored
  77     Roswell             GA       30076     Fulton                     1         Office                  Suburban
  78     St. Augustine       FL       30286     St. John's                 1         Retail                  Anchored
  79     Westerville         OH       43082     Delaware                   1         Office                  Suburban
  80     Millersville        MD       21108     Anne Arundel               1         Retail                  Anchored
  81     Chicago             IL       60616     Cook                       1         Industrial              Flex
  82     Bronx               NY       10454     Bronx                      1         Mixed Use               Self Storage/Industrial
  83     Indianapolis        IN       46241     Marion                     1         Office                  Suburban
  84     Cherry Hill         NJ       08034     Camden                     1         Office                  Suburban
  85     Murrieta            CA       92562     Riverside                  1         Retail                  Unanchored
  86     Newington           CT       06111     Hartford                   1         Retail                  Anchored
  87     Plantation          FL       33317     Broward                    1         Office                  Suburban
  88     New London          CT       06320     New London                 1         Office                  Suburban
  89     Chattanooga         TN       37402     Hamilton                   1         Hotel                   Full Service
  90     Fort Collins        CO       80526     Larimer                    1         Office                  Suburban
  91     St. Francis         WI       53235     Milwaukee                  1         Retail                  Anchored
  92     Hollywood           FL       33024     Broward                    7         Various                 Various
 92.1    Hollywood           FL       33024     Broward                    1         Office                  Suburban
 92.2    Hollywood           FL       33024     Broward                    1         Office                  Suburban
 92.3    Hollywood           FL       33024     Broward                    1         Office                  Suburban
 92.4    Hollywood           FL       33024     Broward                    1         Office                  Suburban
 92.5    Hollywood           FL       33024     Broward                    1         Office                  Suburban
 92.6    Hollywood           FL       33024     Broward                    1         Retail                  Unanchored
 92.7    Hollywood           FL       33024     Broward                    1         Retail                  Unanchored
  93     Baltimore           MD       21201     Baltimore City             1         Mixed Use               Multifamily/Retail
  94     Buffalo             NY       14202     Erie                       1         Office                  CBD
  95     Athens              OH       45701     Athens                     1         Multifamily             Garden
  96     Tulsa               OK       74134     Tulsa                      1         Office                  Suburban
  97     Charlotte           NC       28273     Mecklenburg                1         Multifamily             Garden
  98     Seattle             WA       98101     King                       1         Multifamily             Mid/High Rise
  99     Greensboro          NC       27408     Guilford                   1         Retail                  Theatre
  100    Virginia Beach      VA       23453     Virginia Beach City        1         Multifamily             Garden
  101    Ontario             CA       91761     San Bernardino             1         Industrial              Flex
  102    Santa Clarita       CA       91321     Los Angeles                1         Retail                  Shadow Anchored
  103    Lewisville          TX       75067     Denton                     1         Retail                  Shadow Anchored
  104    York                PA       17402     York                       1         Retail                  Anchored
  105    Boulder             CO       80303     Boulder                    1         Multifamily             Garden
  106    Greenwood           IN       46143     Johnson                    1         Multifamily             Garden
  107    Harrisonburg        VA       22802     Harrisonburg City          1         Multifamily             Garden
  108    St. Thomas          VI       00802     St. Thomas                 1         Retail                  Unanchored
  109    Cedar Falls         IA       50613     Black Hawk                 1         Multifamily             Garden
  110    Clive               IA       50325     Polk                       1         Office                  Suburban
  111    San Antonio         TX       78240     Bexar                      1         Office                  Suburban
  112    Cedar Park          TX       78613     Williamson                 1         Retail                  Anchored
  113    Mission             KS       66202     Johnson                    1         Retail                  Anchored
  114    Midlothian          VA       23114     Chesterfield               1         Office                  Suburban
  115    American Fork       UT       84003     Utah                       1         Office                  Suburban
  116    Houston             TX       77089     Harris                     1         Retail                  Shadow Anchored
  117    Various             NJ      Various    Monmouth                   2         Multifamily             Garden
 117.1   Eatontown           NJ       07724     Monmouth                   1         Multifamily             Garden
 117.2   Bradley Beach       NJ       07720     Monmouth                   1         Multifamily             Garden
  118    Lexington           KY       40509     Fayette                    1         Self Storage            Self Storage
  119    Shreveport          LA       71107     Caddo                      1         Retail                  Anchored
  120    Temecula            CA       92591     Riverside                  1         Retail                  Unanchored
  121    Dallas              TX       75243     Dallas                     1         Retail                  Shadow Anchored
  122    Plano               TX       75024     Collin                     1         Office                  Suburban
  123    Whitehall           PA       18052     Lehigh                     1         Retail                  Anchored
  124    Reno                NV       89509     Washoe                     1         Multifamily             Garden
  125    North Hollywood     CA       91606     Los Angeles                1         Office                  Suburban
  126    Independence        MO       64055     Jackson                    1         Multifamily             Garden
  127    New York            NY       10014     New York                   1         Office                  CBD
  128    Davie               FL       33317     Broward                    1         Industrial              Flex
  129    Houston             TX       77077     Harris                     1         Office                  Suburban
  130    Hollywood           FL       33024     Broward                    2         Office                  Suburban
 130.1   Hollywood           FL       33024     Broward                    1         Office                  Suburban
 130.2   Hollywood           FL       33024     Broward                    1         Office                  Suburban
  131    Tinley Park         IL       60477     Cook                       1         Office                  Suburban
  132    Middletown          RI       02842     Newport                    1         Office                  Suburban
  133    Louisville          KY       40206     Jefferson                  1         Self Storage            Self Storage
  134    Cincinnati          OH       45203     Hamilton                   1         Office                  Suburban
  135    Tampa               FL       33610     Hillsborough               1         Retail                  Anchored
  136    Antioch             CA       94531     Contra Costa               1         Retail                  Unanchored
  137    Fort Worth          TX       76107     Tarrant                    1         Office                  Suburban
  138    San Antonio         TX       78217     Bexar                      1         Multifamily             Garden
  139    Mesa                AZ       85206     Maricopa                   1         Office                  Suburban
  140    Duluth              GA       30097     Gwinnett                   1         Retail                  Unanchored
  141    South Whitehall     PA       18103     Lehigh                     1         Office                  Suburban
  142    Phoenix             AZ       85013     Maricopa                   1         Multifamily             Garden
  143    Ontario             CA       91761     San Bernardino             1         Industrial              Flex
  144    Arvada              CO       80003     Jefferson                  1         Multifamily             Garden
  145    Metairie            LA       70001     Jefferson                  1         Multifamily             Garden
  146    Fairport            NY       14450     Monroe                     1         Multifamily             Garden
  147    Havelock            NC       28532     Craven                     1         Multifamily             Garden
  148    Saranac Lake        NY       12983     Essex                      1         Retail                  Anchored
  149    Phoenix             AZ       85014     Maricopa                   1         Multifamily             Garden
  150    Baton Rouge         LA       70816     East Baton Rouge           1         Retail                  Unanchored
  151    Mesa                AZ       85207     Maricopa                   1         Manufactured Housing    Manufactured Housing
  152    Louisville          KY       40216     Jefferson                  1         Self Storage            Self Storage
  153    Portland            OR       97266     Multnomah                  1         Office                  Suburban
  154    Prince Frederick    MD       20678     Calvert                    1         Office                  Suburban
  155    Amityville          NY       11701     Suffolk                    1         Office                  Suburban
  156    Anderson            SC       29621     Anderson                   1         Multifamily             Garden
  157    Vacaville           CA       95688     Solano                     1         Industrial              Flex
  158    Sunrise             FL       33325     Broward                    1         Industrial              Flex
  159    Charlottesville     VA       22901     Albemarle                  1         Mixed Use               Office/Retail
  160    North Branch        MN       55056     Chisago                    1         Multifamily             Garden
  161    York                PA       17402     York                       1         Retail                  Unanchored
  162    Sebastian           FL       32958     Indian River               1         Self Storage            Self Storage
  163    Gahanna             OH       43230     Franklin                   1         Retail                  Anchored
  164    Boise               ID       83704     Ada                        1         Office                  Suburban
  165    Beverly Hills       CA       90210     Los Angeles                1         Retail                  Unanchored
  166    La Quinta           CA       92253     Riverside                  1         Retail                  Shadow Anchored
  167    Mission             TX       78572     Hidalgo                    1         Mixed Use               Office/Retail
  168    Camp Hill           PA       17011     Cumberland                 1         Retail                  Unanchored
  169    Lake Orion          MI       48360     Oakland                    1         Retail                  Unanchored
  170    Chatsworth          CA       91311     Los Angeles                1         Industrial              Warehouse/Distribution
  171    McAllen             TX       78501     Hidalgo                    1         Office                  Suburban
  172    Somerville          NJ       08876     Somerset                   1         Multifamily             Garden
  173    Tracy               CA       95304     San Joaquin                1         Industrial              Flex
  174    Houston             TX       77095     Harris                     1         Retail                  Unanchored
  175    Wilmington          DE       19805     New Castle                 1         Multifamily             Garden
  176    Columbus            OH       43235     Franklin                   1         Self Storage            Self Storage
  177    Temecula            CA       92591     Riverside                  1         Retail                  Unanchored
  178    Louisville          KY       40272     Jefferson                  1         Self Storage            Self Storage
  179    Louisville          KY       40214     Jefferson                  1         Self Storage            Self Storage
  180    Rocky Mount         NC       27809     Nash                       1         Retail                  Anchored
  181    Ankeny              IA       50021     Polk                       1         Industrial              Warehouse/Distribution
  182    Alexandria          VA       22314     Alexandria City            1         Mixed Use               Office/Retail
  183    Richmond            KY       40475     Madison                    1         Manufactured Housing    Manufactured Housing
  184    Ephrata             PA       17522     Lancaster                  1         Retail                  Unanchored
  185    Edmond              OK       73003     Oklahoma                   1         Retail                  Unanchored
  186    Brandon             FL       33511     Hillsborough               1         Retail                  Shadow Anchored
  187    Trenton             NJ       08618     Mercer                     1         Multifamily             Garden
  188    Jacksonville        NC       28540     Onslow                     1         Retail                  Anchored
  189    Clearwater          FL       33765     Pinellas                   1         Self Storage            Self Storage
  190    Portland            OR       97213     Multnomah                  1         Mixed Use               Office/Retail
  191    Williamsburg        VA       23185     York                       1         Retail                  Unanchored
  192    Olympia             WA       98502     Thurston                   1         Multifamily             Garden
  193    Olympia             WA       98502     Thurston                   1         Multifamily             Garden
  194    York                PA       17402     York                       1         Retail                  Unanchored
  195    North Syracuse      NY       13212     Onondaga                   1         Retail                  Anchored
</TABLE>



<TABLE>

                         YEAR                           UNIT OF                                     OCCUPANCY         APPRAISED
LOAN #   YEAR BUILT   RENOVATED    UNITS (19), (20)     MEASURE     OCCUPANCY % (18), (19), (20)       DATE         VALUE ($)(16)
- ------   ----------   ---------    ----------------     -------     ----------------------------       ----         -------------

   1       Various                           2,400      Rooms                  82.7                  05/31/05         757,000,000
  1.1       1999                               750      Rooms                  78.8                  05/31/05         280,000,000
  1.2       2002                             1,000      Rooms                  84.2                  05/31/05         261,000,000
  1.3       2001                               650      Rooms                  83.9                  05/31/05         216,000,000
   2        1920         1971              440,127   Square Feet               92.3                  03/01/05         101,000,000
   3        1996                           201,572   Square Feet               100.0                 03/31/05          94,000,000
   4        2000         2003              289,000   Square Feet               100.0                 07/01/05          76,600,000
   5        1998                           304,500   Square Feet               98.6                  03/31/05         108,000,000
   6        1974         2002              685,585   Square Feet               85.7                  04/30/05          55,000,000
   7        1988         2005              142,840   Square Feet               99.3                  05/24/05          46,100,000
   8        1975         2000              122,403   Square Feet               93.5                  05/01/05          42,000,000
   9        2005                           391,218   Square Feet               98.9                  05/01/05          45,000,000
  10        2004                           109,852   Square Feet               82.1                  07/06/05          37,275,000
  11        1995         2000              148,530   Square Feet               100.0                 05/01/05          43,100,000
  12        2004                               480      Units                  92.3                  05/01/05          32,500,000
  13        1970         1990              102,131   Square Feet               88.4                  03/08/05          43,450,000
  14        1977         2004              140,056   Square Feet               98.6                  05/20/05          31,380,000
  15        1980         1982              273,243   Square Feet               100.0                 06/15/05          30,000,000
  16        1987         1996              169,834   Square Feet               92.3                  05/15/05          29,600,000
  17        1993         1996              293,801   Square Feet               98.2                  04/30/05          30,000,000
  18        1999                               316      Units                  93.0                  05/12/05          27,800,000
  19        1986         1988              169,437   Square Feet               99.3                  05/13/05          28,200,000
  20        2003         2005               82,337   Square Feet               100.0                 01/01/05          27,000,000
  21        1974         1990              121,846   Square Feet               100.0                 03/31/05          28,000,000
  22        1998         2005              200,092   Square Feet               100.0                 04/30/05          28,000,000
  23        1929         1998              119,369   Square Feet               100.0                 05/18/05          27,500,000
  24        1960         1992              111,370   Square Feet               98.0                  03/31/05          25,000,000
  25        1968         1994                  400      Units                  91.5                  04/21/05          26,100,000
  26        1999                           225,200   Square Feet               100.0                 12/28/04          32,900,000
  27        2000                           157,819   Square Feet               100.0                 07/01/05          24,000,000
  28        1968         1977              109,429   Square Feet               94.2                  03/31/05          27,000,000
  29        1980         2005              124,894   Square Feet               93.6                  04/28/05          26,350,000
  30        1986         2003              124,987   Square Feet               96.6                  05/15/05          23,450,000
  31        1990                           147,738   Square Feet               100.0                 04/20/05          22,500,000
  32        1985         2005               89,398   Square Feet               95.4                  06/17/05          23,800,000
  33        2000                           157,790   Square Feet               100.0                 12/28/04          26,750,000
  34        1989                               306      Units                  97.7                  06/02/05          23,000,000
  35        1966         1995              104,037   Square Feet               100.0                 03/31/05          23,100,000
  36        1961         2001              162,433   Square Feet               99.6                  03/31/05          22,800,000
  37        1988         2005               86,503   Square Feet               100.0                 06/14/05          22,000,000
  38        2004                           123,807   Square Feet               94.6                  03/31/05          24,670,000
  39        1985         2004                  241      Rooms                  85.5                  04/22/05          22,500,000
  40        1991                           106,921   Square Feet               95.1                  03/31/05          21,400,000
  41        1961         1996              100,162   Square Feet               99.4                  06/01/05          20,000,000
  42        1966         2002               77,202   Square Feet               100.0                 03/31/05          20,500,000
  43        1830         1992               34,938   Square Feet               94.8                  04/27/05          19,000,000
  44        1999                            84,450   Square Feet               100.0                 07/01/05          22,000,000
  45        1990                           147,178   Square Feet               95.6                  03/01/05          19,000,000
  46        1991                            49,303   Square Feet               100.0                 05/27/05          19,000,000
  47        1989                               240      Units                  91.3                  02/28/05          19,400,000
  48        1998         2000              128,500   Square Feet               100.0                 12/28/04          21,450,000
  49        1986         1999                  208      Units                  97.6                  02/22/05          18,150,000
  50        1986         2003              235,032   Square Feet               92.1                  04/01/05          29,000,000
  51        1989                            94,793   Square Feet               92.7                  03/31/05          17,800,000
  52        1998                           129,689   Square Feet               100.0                 12/28/04          21,800,000
  53        1982                           139,262   Square Feet               100.0                 05/31/05          18,750,000
  54        1900         1997                   80      Units                  90.0                  05/24/05          18,000,000
  55        1950         1990              189,904   Square Feet               94.1                  06/01/05          17,500,000
  56        1955                           575,276   Square Feet               88.1                  05/16/05          18,400,000
  57        1991         2000               96,903   Square Feet               100.0                 02/28/05          17,500,000
  58        1978                            98,399   Square Feet               98.3                  03/31/05          18,200,000
  59        1971         1989              167,487   Square Feet               100.0                 05/04/05          16,900,000
  60        1995                               240      Units                  92.1                  06/06/05          16,800,000
  61        2003                           101,111   Square Feet               100.0                 12/28/04          19,250,000
  62        1986                               310      Units                  94.8                  02/16/05          15,000,000
  63        1954                            60,515   Square Feet               93.8                  05/20/05          16,375,000
  64        1982         2004              104,853   Square Feet               93.2                  05/01/05          15,400,000
  65        1981         2001              129,969   Square Feet               100.0                 03/31/05          14,700,000
  66        2000         2004               83,252   Square Feet               100.0                 12/31/04          18,500,000
  67        1972                           122,853   Square Feet               100.0                 04/07/05          17,000,000
  68        1996                               226      Units                  96.0                  04/13/05          15,250,000
  69        1970         1995              178,941   Square Feet               92.3                  12/08/04          14,100,000
  70        1992         2004                  248      Units                  100.0                 04/11/05          13,900,000
  71        1988                            55,779   Square Feet               100.0                 01/31/05          13,900,000
  72        1974         1996               84,916   Square Feet               100.0                 03/31/05          14,500,000
  73        1972                           124,599   Square Feet               90.7                  05/24/05          13,770,000
  74        1988         2004               87,848   Square Feet               98.3                  05/31/05          13,550,000
  75        1984         2004                  372      Units                  95.7                  06/07/05          13,275,000
  76        1986                            92,587   Square Feet               94.1                  06/01/05          13,400,000
  77        2001                            98,577   Square Feet               91.3                  04/15/05          13,400,000
  78        1987                           131,155   Square Feet               97.3                  04/30/05          14,500,000
  79        2004                           111,040   Square Feet               100.0                 07/01/05          13,250,000
  80        1987                            98,016   Square Feet               96.4                  03/31/05          13,500,000
  81        1911         1998              417,115   Square Feet               93.3                  05/31/05          20,600,000
  82        1909         2001              129,595   Square Feet               65.1                  04/01/05          18,000,000
  83        2001                            89,956   Square Feet               100.0                 12/28/04          14,600,000
  84        1971         1987              104,152   Square Feet               95.5                  06/01/05          11,400,000
  85        1990                            43,125   Square Feet               94.0                  05/01/05          13,500,000
  86        1987         2005               78,860   Square Feet               100.0                 03/08/05          11,200,000
  87        1962         1985               89,481   Square Feet               99.4                  06/30/05          11,850,000
  88        1988                            87,330   Square Feet               93.3                  03/25/05          11,000,000
  89        1973         1982                  363      Rooms                  45.7                  04/05/05          16,500,000
  90        2004                            43,599   Square Feet               100.0                 07/01/05          12,300,000
  91        1991                           133,301   Square Feet               98.8                  03/31/05          11,300,000
  92       Various                          91,571   Square Feet               93.4                  03/31/05           9,790,000
 92.1       1981                             3,700   Square Feet               100.0                 03/31/05             410,000
 92.2       1989                            46,694   Square Feet               97.0                  03/31/05           5,500,000
 92.3       1987                            21,000   Square Feet               78.0                  03/31/05           2,100,000
 92.4       1980                             8,315   Square Feet               100.0                 03/31/05             720,000
 92.5       1984                             6,931   Square Feet               100.0                 03/31/05             610,000
 92.6       1980                             2,990   Square Feet               100.0                 03/31/05             230,000
 92.7       1984                             1,941   Square Feet               100.0                 03/31/05             220,000
  93        1880         2001                   76      Units                  100.0                 03/31/05          10,400,000
  94        1902         1987              140,482   Square Feet               97.5                  04/29/05          12,600,000
  95        1967         2003                  216      Units                  84.3                  03/31/04           9,900,000
  96        2000                           101,100   Square Feet               100.0                 01/06/05          13,100,000
  97        2002                               132      Units                  99.2                  06/24/05           8,700,000
  98        1928         1997                   79      Units                  94.9                  05/24/05           9,250,000
  99        2000                            60,806   Square Feet               100.0                 07/01/05          10,000,000
  100       1972         2003                  140      Units                  92.1                  04/13/05           8,600,000
  101       2004                            54,820   Square Feet               92.1                  04/28/05           8,550,000
  102       1985                            21,402   Square Feet               100.0                 02/28/05           8,160,000
  103       1900         2001               47,698   Square Feet               75.1                  03/25/05           8,600,000
  104       1990                           117,155   Square Feet               91.9                  04/01/05          12,400,000
  105       1964         1998                  384       Beds                  88.0                  04/11/05           7,700,000
  106       2002                               120      Units                  93.3                  06/24/05           7,675,000
  107       1988         1991                  138      Units                  97.8                  05/08/05           7,500,000
  108       1820         1986               19,448   Square Feet               94.2                  04/27/05           8,700,000
  109       1935         2001                  341       Beds                  96.2                  04/22/05           7,500,000
  110       2003                            61,180   Square Feet               100.0                 12/31/04           9,300,000
  111       1999         2005               63,141   Square Feet               100.0                 07/01/05           8,300,000
  112       2004                            24,313   Square Feet               89.5                  04/13/05           7,900,000
  113       1979         2000               86,545   Square Feet               96.5                  01/31/05           7,200,000
  114       1988                            57,757   Square Feet               94.7                  03/21/05           6,900,000
  115       2005                            36,299   Square Feet               86.5                  05/12/05           6,800,000
  116       1984         2005               60,537   Square Feet               96.8                  06/30/05           6,750,000
  117      Various                              96      Units                  89.6                  03/21/05           7,400,000
 117.1      1964                                61      Units                  90.2                  03/21/05           4,600,000
 117.2      1984                                35      Units                  88.6                  03/21/05           2,800,000
  118       1995                               604      Units                  94.4                  05/09/05           6,600,000
  119       1986         2004               88,205   Square Feet               100.0                 02/20/05           6,600,000
  120       1989                            27,830   Square Feet               100.0                 04/05/05           8,750,000
  121       1979                            58,930   Square Feet               99.6                  01/01/05           8,460,000
  122       1999                            40,920   Square Feet               94.2                  06/30/05           6,500,000
  123       1972         1992               37,766   Square Feet               100.0                 07/01/05           6,950,000
  124       1969                               100      Units                  100.0                 04/25/05           6,600,000
  125       1979                            50,478   Square Feet               91.6                  04/27/05           7,000,000
  126       1990                               144      Units                  89.6                  03/17/05           6,280,000
  127       1930         1999               84,130   Square Feet               91.1                  04/07/05          17,000,000
  128       1983         2004               99,357   Square Feet               100.0                 04/10/05           6,600,000
  129       1982                           101,260   Square Feet               96.0                  01/01/05           6,450,000
  130      Various                          59,323   Square Feet               100.0                 03/31/05           6,200,000
 130.1      1983                            20,921   Square Feet               100.0                 03/31/05           2,200,000
 130.2      1986                            38,402   Square Feet               100.0                 03/31/05           4,000,000
  131       2002                            38,013   Square Feet               100.0                 05/10/05           6,500,000
  132       1987                            70,155   Square Feet               100.0                 12/31/04           6,530,000
  133       1988                               527      Units                  97.9                  05/09/05           5,825,000
  134       1986         2003               78,705   Square Feet               79.8                  05/04/05           6,485,000
  135       1960         2002               55,460   Square Feet               96.2                  02/28/05           7,300,000
  136       2005                            21,624   Square Feet               77.9                  05/10/05           6,710,000
  137       1985         2003               69,776   Square Feet               100.0                 05/18/05           6,400,000
  138       1967         1994                  123      Units                  82.1                  05/30/05           5,950,000
  139       2001                            25,040   Square Feet               90.6                  06/21/05           5,600,000
  140       2004                            40,344   Square Feet               62.9                  04/01/05           6,800,000
  141       2000                            31,000   Square Feet               100.0                 07/01/05           5,875,000
  142       1974         2004                  120      Units                  84.2                  05/31/05           6,900,000
  143       2003                            31,900   Square Feet               100.0                 04/25/05           5,400,000
  144       1973         1983                  182      Units                  83.5                  03/31/05           6,400,000
  145       1972                               251      Units                  86.5                  03/01/05           5,200,000
  146       1970         1991                   92      Units                  97.8                  04/30/05           4,870,000
  147       1987         2004                   92      Units                  100.0                 04/27/05           4,700,000
  148       1970         1974               67,225   Square Feet               98.1                  04/30/05           4,700,000
  149       1971                               104      Units                  88.5                  05/03/05           5,700,000
  150       2002                            38,458   Square Feet               91.7                  05/20/05           5,900,000
  151       1960         2002                  221       Pads                  85.5                  01/31/05           5,060,000
  152       1992         1997                  455      Units                  93.0                  05/09/05           4,550,000
  153       1990                            29,321   Square Feet               100.0                 03/10/05           4,650,000
  154       2004                            38,400   Square Feet               100.0                 05/31/05           6,300,000
  155       1960         1987               26,586   Square Feet               100.0                 05/25/05           4,450,000
  156       1972         2000                  160      Units                  100.0                 06/10/05           4,300,000
  157       1990         1998               39,104   Square Feet               91.4                  05/03/05           4,470,000
  158       1998         2000               63,585   Square Feet               100.0                 05/26/05           5,900,000
  159       1986                            39,167   Square Feet               93.0                  04/29/05           4,000,000
  160       2004                                56      Units                  100.0                 06/06/05           4,200,000
  161       1962         2003               50,186   Square Feet               99.2                  04/01/05           5,500,000
  162       1998         2003                  857      Units                  99.3                  04/07/05           6,500,000
  163       2005                            10,880   Square Feet               100.0                 07/01/05           3,800,000
  164       1976         2003               43,374   Square Feet               91.4                  05/11/05           4,280,000
  165       1925         1999               11,328   Square Feet               100.0                 04/29/05           5,110,000
  166       2005                            10,848   Square Feet               100.0                 05/10/05           4,950,000
  167       2004                            22,308   Square Feet               91.6                  06/01/05           4,000,000
  168       1971         1998               56,660   Square Feet               93.2                  04/01/05           4,750,000
  169       2004                            18,090   Square Feet               94.9                  02/04/05           3,625,000
  170       1985         2003               62,890   Square Feet               100.0                 06/01/05           6,700,000
  171       1998                            37,841   Square Feet               100.0                 03/09/05           5,500,000
  172       1890         1986                   40      Units                  97.5                  03/22/05           3,600,000
  173       1985         1999               85,625   Square Feet               93.3                  06/17/05           5,490,000
  174       2002                            17,205   Square Feet               100.0                 05/01/05           3,450,000
  175       1968         2003                   58      Units                  96.6                  06/01/05           3,500,000
  176       1998                               415      Units                  86.3                  05/09/05           3,325,000
  177       1990         2004               19,197   Square Feet               100.0                 05/01/05           5,400,000
  178       1996                               524      Units                  75.0                  05/09/05           3,250,000
  179       1988                               557      Units                  80.6                  05/09/05           3,150,000
  180       2001                            52,200   Square Feet               92.0                  06/08/05           5,100,000
  181       2002                            44,800   Square Feet               100.0                 07/01/05           3,450,000
  182       1880         2000                8,349   Square Feet               94.3                  05/13/05           3,300,000
  183       1985         1998                  136       Pads                  100.0                 06/01/05           3,130,000
  184       1961         1997               53,046   Square Feet               96.0                  04/01/05           6,000,000
  185       1973         2004               22,615   Square Feet               94.7                  06/01/05           2,950,000
  186       2004                             6,452   Square Feet               100.0                 02/04/05           3,265,000
  187       1944                                52      Units                  96.2                  04/25/05           3,100,000
  188       1990                            54,380   Square Feet               89.0                  04/19/05           2,800,000
  189       2001                               629      Units                  77.3                  05/23/05           3,180,000
  190       2004                            12,602   Square Feet               94.6                  05/17/05           2,650,000
  191       1999                            21,363   Square Feet               100.0                 04/08/05           2,900,000
  192       1994                                50      Units                  94.0                  05/18/05           2,350,000
  193       1994                                49      Units                  98.0                  05/18/05           2,100,000
  194       1990                            27,300   Square Feet               88.6                  04/01/05           2,400,000
  195       2004                             7,000   Square Feet               100.0                 07/01/05           1,500,000
</TABLE>



<TABLE>

                                                                 ORIGINAL                                                CURRENT
              APPRAISAL     CURRENT          ORIGINAL            BALANCE              CURRENT         % OF INITIAL       BALANCE
LOAN #        DATE(16)     LTV % (1)      BALANCE ($)(2)       PER UNIT ($)       BALANCE ($)(2)      POOL BALANCE    PER UNIT ($)
- ------        --------     ---------      --------------       ------------       --------------      ------------    ------------

   1          04/01/05        52.8               100,000,000          166,667        100,000,000          4.6%            166,667
  1.1         04/01/05                            40,444,444          215,704         40,444,444                          215,704
  1.2         04/01/05                            34,000,000          136,000         34,000,000                          136,000
  1.3         04/01/05                            25,555,556          157,265         25,555,556                          157,265
   2          04/06/05        79.2                80,000,000              182         80,000,000          3.7%                182
   3          05/05/05        74.5                70,000,000              347         70,000,000          3.2%                347
   4          01/24/05        59.1                45,237,981              157         45,237,981          2.1%                157
   5          04/20/05        41.7                45,000,000              148         45,000,000          2.1%                148
   6          03/08/05        77.7                42,750,000               62         42,750,000          2.0%                 62
   7          10/01/05        79.7                36,750,000              257         36,750,000          1.7%                257
   8          05/07/05        73.3                30,800,000              252         30,800,000          1.4%                252
   9          04/12/05        66.6                30,000,000               77         29,950,962          1.4%                 77
  10          11/01/05        79.4                29,600,000              269         29,600,000          1.4%                269
  11          03/30/05        65.4                28,200,000              190         28,200,000          1.3%                190
  12          04/14/05        80.0                26,000,000           54,167         26,000,000          1.2%             54,167
  13          02/16/05        58.9                25,600,000              251         25,600,000          1.2%                251
  14          04/29/05        79.7                25,000,000              179         25,000,000          1.2%                179
  15          05/03/05        80.0                24,000,000               88         24,000,000          1.1%                 88
  16          10/28/04        76.3                22,400,000              132         22,400,000          1.0%                132
  17          04/07/05        74.6                22,400,000               76         22,373,677          1.0%                 76
  18          04/21/05        80.0                22,240,000           70,380         22,240,000          1.0%             70,380
  19          03/02/05        75.5                21,290,000              126         21,290,000          1.0%                126
  20          01/03/05        78.7                21,320,000              259         21,244,607          1.0%                258
  21          03/31/05        75.5                21,140,000              173         21,140,000          1.0%                173
  22          05/23/05        75.0                21,000,000              105         21,000,000          1.0%                105
  23          05/02/05        72.7                20,000,000              168         20,000,000          0.9%                168
  24          04/25/05        80.0                20,000,000              180         20,000,000          0.9%                180
  25          08/20/04        76.6                20,000,000           50,000         20,000,000          0.9%             50,000
  26          01/21/05        60.2                19,800,000               88         19,800,000          0.9%                 88
  27          02/17/05        79.2                19,000,000              120         19,000,000          0.9%                120
  28          03/07/05        70.1                18,920,000              173         18,920,000          0.9%                173
  29          09/01/05        70.2                18,500,000              148         18,500,000          0.9%                148
  30          10/28/04        76.3                18,100,000              145         18,100,000          0.8%                145
  31          04/25/05        80.0                18,000,000              122         18,000,000          0.8%                122
  32          03/02/05        75.6                18,000,000              201         18,000,000          0.8%                201
  33          01/20/05        66.0                17,659,524              112         17,659,524          0.8%                112
  34          01/13/05        75.9                17,500,000           57,190         17,449,770          0.8%             57,025
  35          03/09/05        75.5                17,440,000              168         17,440,000          0.8%                168
  36          03/03/05        75.5                17,210,000              106         17,210,000          0.8%                106
  37          05/02/05        77.3                17,000,000              197         17,000,000          0.8%                197
  38          07/01/04        68.8                17,000,000              137         16,972,007          0.8%                137
  39          11/15/04        72.1                16,300,000           67,635         16,216,410          0.7%             67,288
  40          03/10/05        75.5                16,160,000              151         16,160,000          0.7%                151
  41          03/09/05        80.0                16,000,000              160         16,000,000          0.7%                160
  42          03/03/05        75.5                15,480,000              201         15,480,000          0.7%                201
  43          04/25/05        78.9                15,000,000              429         15,000,000          0.7%                429
  44          04/01/05        68.1                15,000,000              178         14,982,536          0.7%                177
  45          05/02/05        78.4                14,940,000              102         14,905,423          0.7%                101
  46          04/16/05        78.4                14,900,000              302         14,900,000          0.7%                302
  47          02/01/05        76.3                14,800,000           61,667         14,800,000          0.7%             61,667
  48          01/21/05        68.8                14,748,872              115         14,748,872          0.7%                115
  49          01/26/05        79.9                14,500,000           69,712         14,500,000          0.7%             69,712
  50          04/15/05        49.1                14,250,000               61         14,250,000          0.7%                 61
  51          01/27/05        80.1                14,250,000              150         14,250,000          0.7%                150
  52          01/25/05        65.0                14,170,000              109         14,170,000          0.7%                109
  53          03/02/05        75.5                14,160,000              102         14,160,000          0.7%                102
  54          04/27/05        77.8                14,000,000          175,000         14,000,000          0.6%            175,000
  55          05/25/05        80.0                14,000,000               74         14,000,000          0.6%                 74
  56          05/01/06        75.8                13,950,000               24         13,950,000          0.6%                 24
  57          01/27/05        78.7                13,800,000              142         13,772,322          0.6%                142
  58          03/18/05        75.5                13,740,000              140         13,740,000          0.6%                140
  59          04/26/05        79.3                13,400,000               80         13,400,000          0.6%                 80
  60          04/21/05        79.8                13,400,000           55,833         13,400,000          0.6%             55,833
  61          01/20/05        68.9                13,254,334              131         13,254,334          0.6%                131
  62          02/24/05        88.3                13,285,000           42,855         13,244,737          0.6%             42,725
  63          01/14/05        80.0                13,100,000              216         13,100,000          0.6%                216
  64          03/15/05        79.2                12,200,000              116         12,200,000          0.6%                116
  65          04/09/05        80.0                11,760,000               90         11,760,000          0.5%                 90
  66          02/01/05        62.2                11,500,000              138         11,500,000          0.5%                138
  67          04/07/05        67.6                11,500,000               94         11,500,000          0.5%                 94
  68          04/13/05        74.4                11,340,000           50,177         11,340,000          0.5%             50,177
  69          11/05/04        78.9                11,200,000               63         11,124,289          0.5%                 62
  70          03/25/05        79.1                11,000,000           44,355         11,000,000          0.5%             44,355
  71          01/27/05        78.5                10,915,000              196         10,915,000          0.5%                196
  72          03/06/05        75.2                10,910,000              128         10,910,000          0.5%                128
  73          05/01/05        79.2                10,900,000               87         10,900,000          0.5%                 87
  74          02/01/05        79.4                10,800,000              123         10,756,001          0.5%                122
  75          03/18/05        79.8                10,600,000           28,495         10,600,000          0.5%             28,495
  76          04/05/05        78.8                10,560,000              114         10,560,000          0.5%                114
  77          06/01/05        78.4                10,500,000              107         10,500,000          0.5%                107
  78          04/09/05        71.6                10,400,000               79         10,387,847          0.5%                 79
  79          02/10/05        77.4                10,250,000               92         10,250,000          0.5%                 92
  80          03/03/05        75.5                10,190,000              104         10,190,000          0.5%                104
  81          04/29/05        48.5                10,000,000               24         10,000,000          0.5%                 24
  82          12/01/05        55.6                10,000,000               77         10,000,000          0.5%                 77
  83          01/24/05        66.0                 9,638,469              107          9,638,469          0.4%                107
  84          05/10/05        79.8                 9,100,000               87          9,100,000          0.4%                 87
  85          04/06/05        66.7                 9,000,000              209          9,000,000          0.4%                209
  86          09/01/05        79.9                 8,950,000              113          8,950,000          0.4%                113
  87          02/09/05        74.8                 8,875,000               99          8,864,971          0.4%                 99
  88          03/03/05        80.0                 8,800,000              101          8,800,000          0.4%                101
  89          04/06/05        53.3                 8,800,000           24,242          8,800,000          0.4%             24,242
  90          03/04/05        68.3                 8,400,000              193          8,400,000          0.4%                193
  91          03/01/05        71.2                 8,050,000               60          8,050,000          0.4%                 60
  92          02/22/05        79.3                 7,830,000               86          7,830,000          0.4%                 86
 92.1         02/22/05                               328,000               89            328,000                               89
 92.2         02/22/05                             4,563,000               98          4,563,000                               98
 92.3         02/22/05                             1,678,000               80          1,678,000                               80
 92.4         02/22/05                               413,000               50            413,000                               50
 92.5         02/22/05                               488,000               70            488,000                               70
 92.6         02/22/05                               184,000               62            184,000                               62
 92.7         02/22/05                               176,000               91            176,000                               91
  93          04/12/05        75.0                 7,800,000          102,632          7,800,000          0.4%            102,632
  94          01/06/05        61.8                 7,800,000               56          7,791,590          0.4%                 55
  95          01/09/04        78.5                 7,900,000           36,574          7,766,928          0.4%             35,958
  96          01/20/05        58.7                 7,688,095               76          7,688,095          0.4%                 76
  97          05/11/05        79.3                 6,900,000           52,273          6,900,000          0.3%             52,273
  98          04/18/05        71.8                 6,640,000           84,051          6,640,000          0.3%             84,051
  99          03/16/05        65.0                 6,500,000              107          6,500,000          0.3%                107
  100         04/13/05        75.6                 6,500,000           46,429          6,500,000          0.3%             46,429
  101         11/26/04        75.9                 6,500,000              119          6,493,367          0.3%                118
  102         01/26/05        78.6                 6,425,000              300          6,412,556          0.3%                300
  103         04/01/05        72.0                 6,200,000              130          6,193,637          0.3%                130
  104         04/09/05        49.9                 6,200,000               53          6,190,002          0.3%                 53
  105         04/07/05        79.9                 6,150,000           16,016          6,150,000          0.3%             16,016
  106         05/18/05        79.5                 6,100,000           50,833          6,100,000          0.3%             50,833
  107         05/18/05        80.0                 6,000,000           43,478          6,000,000          0.3%             43,478
  108         04/25/05        69.0                 6,000,000              309          6,000,000          0.3%                309
  109         04/15/05        80.0                 6,000,000           17,595          6,000,000          0.3%             17,595
  110         02/08/05        63.7                 5,920,000               97          5,920,000          0.3%                 97
  111         02/02/05        70.2                 5,850,000               93          5,825,309          0.3%                 92
  112         03/11/05        71.8                 5,700,000              234          5,675,441          0.3%                233
  113         02/01/05        77.6                 5,600,000               65          5,589,319          0.3%                 65
  114         03/28/05        79.7                 5,500,000               95          5,500,000          0.3%                 95
  115         07/01/05        79.4                 5,400,000              149          5,400,000          0.2%                149
  116         05/02/05        80.0                 5,400,000               89          5,400,000          0.2%                 89
  117         03/23/05        71.6                 5,300,000           55,208          5,300,000          0.2%             55,208
 117.1        03/23/05                             3,165,000           51,885          3,165,000                           51,885
 117.2        03/23/05                             2,135,000           61,000          2,135,000                           61,000
  118         04/18/05        79.4                 5,280,000            8,742          5,280,000          0.2%              8,742
  119         03/03/05        79.8                 5,280,000               60          5,269,249          0.2%                 60
  120         04/06/05        59.9                 5,240,000              188          5,240,000          0.2%                188
  121         02/09/05        61.9                 5,250,000               89          5,234,351          0.2%                 89
  122         04/07/05        79.9                 5,200,000              127          5,194,255          0.2%                127
  123         03/05/05        74.7                 5,200,000              138          5,189,457          0.2%                137
  124         04/28/05        77.9                 5,150,000           51,500          5,144,169          0.2%             51,442
  125         04/18/05        72.9                 5,100,000              101          5,100,000          0.2%                101
  126         02/17/05        79.6                 5,000,000           34,722          5,000,000          0.2%             34,722
  127         03/31/05        29.4                 5,000,000               59          4,994,579          0.2%                 59
  128         04/05/05        75.7                 5,000,000               50          4,994,124          0.2%                 50
  129         02/15/05        76.0                 4,900,000               48          4,900,000          0.2%                 48
  130         02/22/05        79.3                 4,850,000               82          4,850,000          0.2%                 82
 130.1        02/22/05                             1,650,000               79          1,650,000                               79
 130.2        02/22/05                             3,200,000               83          3,200,000                               83
  131         04/18/05        74.2                 4,820,000              127          4,820,000          0.2%                127
  132         02/09/05        73.3                 4,800,000               68          4,786,223          0.2%                 68
  133         04/18/05        79.4                 4,660,000            8,843          4,660,000          0.2%              8,843
  134         02/01/07        70.9                 4,600,000               58          4,600,000          0.2%                 58
  135         04/11/05        61.6                 4,500,000               81          4,500,000          0.2%                 81
  136         04/01/05        67.0                 4,500,000              208          4,493,242          0.2%                208
  137         02/17/05        70.1                 4,500,000               64          4,486,475          0.2%                 64
  138         02/10/05        75.1                 4,480,000           36,423          4,471,092          0.2%             36,350
  139         04/11/05        79.5                 4,450,000              178          4,450,000          0.2%                178
  140         07/02/04        63.2                 4,300,000              107          4,300,000          0.2%                107
  141         04/13/05        73.2                 4,300,000              139          4,300,000          0.2%                139
  142         05/11/05        60.9                 4,200,000           35,000          4,200,000          0.2%             35,000
  143         01/18/05        76.8                 4,150,000              130          4,145,757          0.2%                130
  144         03/17/05        62.4                 4,000,000           21,978          3,991,335          0.2%             21,930
  145         02/11/05        74.6                 3,900,000           15,538          3,876,697          0.2%             15,445
  146         02/23/05        79.3                 3,863,000           41,989          3,863,000          0.2%             41,989
  147         04/01/05        79.1                 3,720,000           40,435          3,720,000          0.2%             40,435
  148         04/18/05        78.7                 3,700,000               55          3,700,000          0.2%                 55
  149         04/26/05        61.4                 3,500,000           33,654          3,500,000          0.2%             33,654
  150         03/13/05        59.2                 3,500,000               91          3,494,712          0.2%                 91
  151         01/19/05        68.9                 3,500,000           15,837          3,485,680          0.2%             15,772
  152         04/18/05        79.4                 3,480,000            7,648          3,480,000          0.2%              7,648
  153         03/28/05        73.1                 3,400,000              116          3,400,000          0.2%                116
  154         04/19/05        54.0                 3,400,000               89          3,400,000          0.2%                 89
  155         04/04/05        76.3                 3,400,000              128          3,396,264          0.2%                128
  156         05/02/05        76.7                 3,300,000           20,625          3,300,000          0.2%             20,625
  157         01/27/05        73.7                 3,300,000               84          3,296,522          0.2%                 84
  158         04/15/05        55.8                 3,300,000               52          3,294,774          0.2%                 52
  159         04/01/05        80.0                 3,200,000               82          3,200,000          0.1%                 82
  160         11/22/04        76.0                 3,200,000           57,143          3,192,456          0.1%             57,008
  161         04/09/05        56.3                 3,100,000               62          3,095,023          0.1%                 62
  162         03/23/05        47.5                 3,100,000            3,617          3,088,907          0.1%              3,604
  163         06/01/05        79.6                 3,030,000              278          3,024,472          0.1%                278
  164         03/22/05        70.6                 3,025,000               70          3,020,409          0.1%                 70
  165         04/29/05        58.7                 3,000,000              265          3,000,000          0.1%                265
  166         06/22/05        60.6                 3,000,000              277          3,000,000          0.1%                277
  167         04/19/04        75.0                 3,000,000              134          3,000,000          0.1%                134
  168         04/09/05        61.0                 2,900,000               51          2,895,345          0.1%                 51
  169         05/23/05        80.0                 2,900,000              160          2,900,000          0.1%                160
  170         04/15/05        41.5                 2,800,000               45          2,782,065          0.1%                 44
  171         02/14/05        49.8                 2,750,000               73          2,737,752          0.1%                 72
  172         03/23/05        75.0                 2,700,000           67,500          2,700,000          0.1%             67,500
  173         04/04/05        49.2                 2,700,000               32          2,700,000          0.1%                 32
  174         04/13/05        78.2                 2,700,000              157          2,697,229          0.1%                157
  175         04/05/05        77.1                 2,700,000           46,552          2,696,915          0.1%             46,499
  176         04/21/05        79.4                 2,660,000            6,410          2,660,000          0.1%              6,410
  177         04/30/05        49.0                 2,650,000              138          2,647,099          0.1%                138
  178         04/18/05        79.4                 2,600,000            4,962          2,600,000          0.1%              4,962
  179         04/18/05        79.4                 2,520,000            4,524          2,520,000          0.1%              4,524
  180         03/10/05        49.0                 2,500,000               48          2,497,207          0.1%                 48
  181         03/31/05        72.3                 2,500,000               56          2,494,801          0.1%                 56
  182         03/03/05        75.5                 2,490,000              298          2,490,000          0.1%                298
  183         11/04/04        79.4                 2,500,000           18,382          2,484,762          0.1%             18,270
  184         04/09/05        39.9                 2,400,000               45          2,396,147          0.1%                 45
  185         04/25/05        78.0                 2,300,000              102          2,300,000          0.1%                102
  186         01/17/05        68.7                 2,250,000              349          2,243,321          0.1%                348
  187         04/12/05        71.0                 2,200,000           42,308          2,200,000          0.1%             42,308
  188         09/28/04        74.4                 2,100,000               39          2,082,363          0.1%                 38
  189         04/11/05        65.2                 2,075,000            3,299          2,071,846          0.1%              3,294
  190         04/10/05        65.9                 1,750,000              139          1,747,319          0.1%                139
  191         04/06/05        58.6                 1,700,000               80          1,700,000          0.1%                 80
  192         04/27/05        71.9                 1,660,000           33,200          1,660,000          0.1%             33,200
  193         04/27/05        71.9                 1,540,000           31,429          1,540,000          0.1%             31,429
  194         04/09/05        58.2                 1,400,000               51          1,397,786          0.1%                 51
  195         03/15/05        79.8                 1,200,000              171          1,197,671          0.1%                171
</TABLE>



<TABLE>

                                                             NET
        CROSSED        RELATED     INTEREST      ADMIN.   MORTGAGE                     MONTHLY DEBT       ANNUAL DEBT
LOAN #  LOAN (3)     BORROWER(4)    RATE %       FEE %    RATE %(5)   ACCRUAL TYPE    SERVICE ($) (6)   SERVICE ($)(7)   NOTE DATE
- ------  --------     -----------    ------       -----    ---------   ------------    ---------------   --------------   ---------

   1                                4.72500     0.02100    4.70400     Actual/360       399,218.75       4,790,625.00     06/02/05
  1.1
  1.2
  1.3
   2                                6.10000     0.02100    6.07900     Actual/360       412,314.81       4,947,777.72     05/20/05
   3                                5.02000     0.02100    4.99900     Actual/360       376,631.22       4,519,574.64     06/09/05
   4                      A         5.26800     0.02794    5.24006     Actual/360       250,310.39       3,003,724.68     04/13/05
   5                                5.19500     0.02100    5.17400     Actual/360       197,518.23       2,370,218.76     05/04/05
   6                                5.62000     0.02100    5.59900     Actual/360       245,958.18       2,951,498.16     06/13/05
   7                      C         5.59300     0.02100    5.57200     Actual/360       210,811.84       2,529,742.08     05/26/05
   8                                5.25000     0.02100    5.22900     Actual/360       170,078.74       2,040,944.88     06/08/05
   9                                5.18000     0.02100    5.15900     Actual/360       178,537.53       2,142,450.36     05/17/05
  10                                5.10000     0.06100    5.03900     Actual/360       160,713.13       1,928,557.56     06/20/05
  11                                5.66000     0.02100    5.63900     Actual/360       162,958.80       1,955,505.60     06/15/05
  12                                5.47000     0.02100    5.44900     Actual/360       147,136.13       1,765,633.56     05/31/05
  13                      O         4.89000     0.02100    4.86900     Actual/360       135,710.48       1,628,525.76     03/14/05
  14                                5.14000     0.02100    5.11900     Actual/360       136,352.57       1,636,230.84     06/24/05
  15                                5.25000     0.06270    5.18730     Actual/360       132,528.89       1,590,346.68     06/20/05
  16       6                        5.83000     0.02100    5.80900     Actual/360       131,860.93       1,582,331.16     06/03/05
  17                      J         5.12000     0.02100    5.09900     Actual/360       121,896.18       1,462,754.16     05/12/05
  18                                5.47000     0.09100    5.37900     Actual/360       125,857.98       1,510,295.76     06/02/05
  19                      B         5.10270     0.02100    5.08170     Actual/360        91,787.77       1,101,453.24     06/16/05
  20                                4.92000     0.02100    4.89900     Actual/360       113,410.25       1,360,923.00     03/08/05
  21                      B         5.10270     0.02100    5.08170     Actual/360        91,141.07       1,093,692.84     06/16/05
  22                                6.62000     0.02100    6.59900     Actual/360       134,395.88       1,612,750.56     12/30/03
  23                                5.20000     0.07100    5.12900     Actual/360       109,822.18       1,317,866.16     05/25/05
  24                                5.30000     0.07100    5.22900     Actual/360       111,060.93       1,332,731.16     06/02/05
  25                      H         5.25000     0.02100    5.22900     Actual/360       110,440.74       1,325,288.88     10/19/04
  26                      A         5.11000     0.03643    5.07357     Actual/360       107,625.75       1,291,509.00     04/13/05
  27                                5.47000     0.02100    5.44900     Actual/360        87,811.23       1,053,734.76     05/03/05
  28                      B         5.10270     0.02100    5.08170     Actual/360        81,569.97        978,839.64      06/16/05
  29                                5.04000     0.02100    5.01900     Actual/360        99,764.75       1,197,177.00     06/24/05
  30       6                        5.87000     0.02100    5.84900     Actual/360       107,010.50       1,284,126.00     12/15/04
  31                                5.00000     0.02100    4.97900     Actual/360        96,627.89       1,159,534.68     06/09/05
  32                                5.62000     0.02100    5.59900     Actual/360       103,561.34       1,242,736.08     06/29/05
  33                      A         5.21800     0.03878    5.17922     Actual/360        97,166.83       1,166,001.96     04/13/05
  34                                5.94000     0.02100    5.91900     Actual/360       104,247.23       1,250,966.76     03/21/05
  35                      B         5.10270     0.02100    5.08170     Actual/360        75,189.23        902,270.76      06/16/05
  36                      B         5.10270     0.02100    5.08170     Actual/360        74,197.63        890,371.56      06/16/05
  37                                5.39000     0.07100    5.31900     Actual/360        95,354.14       1,144,249.68     06/23/05
  38                      E         6.46000     0.02100    6.43900     Actual/360       107,004.75       1,284,057.00     03/31/05
  39                                6.38000     0.02100    6.35900     Actual/360       108,839.67       1,306,076.04     03/01/05
  40       2              B         5.10270     0.02100    5.08170     Actual/360        69,670.75        836,049.00      06/16/05
  41                                5.33000     0.07100    5.25900     Actual/360        89,147.06       1,069,764.72     06/01/05
  42       3              B         5.10270     0.02100    5.08170     Actual/360        66,739.06        800,868.72      06/16/05
  43                      I         5.22000     0.02100    5.19900     Actual/360        82,552.05        990,624.60      06/29/05
  44                                5.17000     0.02100    5.14900     Actual/360        82,088.87        985,066.44      05/05/05
  45                                5.43000     0.07100    5.35900     Actual/360       102,180.60       1,226,167.20     05/31/05
  46                                5.35000     0.07100    5.27900     Actual/360        87,020.07       1,044,240.84     06/27/05
  47                                5.39000     0.02100    5.36900     Actual/360        83,014.20        996,170.40      03/29/05
  48                      A         5.24000     0.04170    5.19830     Actual/360        81,352.49        976,229.88      04/13/05
  49                      H         4.95000     0.02100    4.92900     Actual/360        77,396.65        928,759.80      03/01/05
  50                                4.97000     0.02100    4.94900     Actual/360        59,838.45        718,061.40      06/20/05
  51                                5.44000     0.02100    5.41900     Actual/360        80,374.31        964,491.72      04/21/05
  52                      A         5.26800     0.04233    5.22567     Actual/360        78,405.32        940,863.84      04/13/05
  53       2              B         5.10270     0.02100    5.08170     Actual/360        61,048.14        732,577.68      06/16/05
  54                                5.16000     0.07100    5.08900     Actual/360        76,529.95        918,359.40      05/31/05
  55                                5.25000     0.09100    5.15900     Actual/360        77,308.52        927,702.24      06/24/05
  56                                5.24000     0.08100    5.15900     Actual/360        76,946.04        923,352.48      07/13/05
  57                      L         5.58000     0.02100    5.55900     Actual/360        79,048.95        948,587.40      04/07/05
  58                      B         5.10270     0.02100    5.08170     Actual/360        59,237.39        710,848.68      06/16/05
  59                                5.22000     0.02100    5.19900     Actual/360        73,746.50        884,958.00      06/15/05
  60                                5.21000     0.10055    5.10945     Actual/360        58,986.37        707,836.44      06/09/05
  61                      A         5.21000     0.04512    5.16488     Actual/360        72,862.89        874,354.68      04/13/05
  62                                5.68000     0.02100    5.65900     Actual/360        76,937.90        923,254.80      04/01/05
  63                                5.98000     0.02100    5.95900     Actual/360        66,188.36        794,260.32      03/09/05
  64                                5.51000     0.06100    5.44900     Actual/360        69,346.82        832,161.84      05/05/05
  65                                5.11000     0.02100    5.08900     Actual/360        63,923.17        767,078.04      07/11/05
  66                      A         5.11000     0.04883    5.06117     Actual/360        62,509.91        750,118.92      04/18/05
  67                                5.25000     0.02100    5.22900     Actual/360        63,503.43        762,041.16      06/30/05
  68                                5.25000     0.07100    5.17900     Actual/360        62,619.90        751,438.80      05/10/05
  69                                5.29000     0.06100    5.22900     Actual/360        62,124.59        745,495.08      12/15/04
  70                                5.11000     0.02100    5.08900     Actual/360        59,792.08        717,504.96      05/11/05
  71                      L         5.73000     0.02100    5.70900     Actual/360        63,558.37        762,700.44      07/06/05
  72                      B         5.10270     0.02100    5.08170     Actual/360        47,036.38        564,436.56      06/16/05
  73                      H         5.56000     0.02100    5.53900     Actual/360        62,299.95        747,599.40      05/31/05
  74                                5.53000     0.02100    5.50900     Actual/360        61,524.65        738,295.80      02/23/05
  75                                5.23000     0.02100    5.20900     Actual/360        58,402.35        700,828.20      06/09/05
  76                                5.32000     0.02100    5.29900     Actual/360        47,466.22        569,594.64      06/01/05
  77                                5.38000     0.02100    5.35900     Actual/360        58,829.71        705,956.52      07/08/05
  78                      J         5.15000     0.02100    5.12900     Actual/360        56,786.73        681,440.76      05/12/05
  79                      O         5.45000     0.02100    5.42900     Actual/360        57,877.23        694,526.76      03/11/05
  80                      B         5.10270     0.02100    5.08170     Actual/360        43,932.24        527,186.88      06/16/05
  81                                5.17000     0.07100    5.09900     Actual/360        43,681.71        524,180.52      06/01/05
  82                                5.54000     0.02100    5.51900     Actual/360        61,647.86        739,774.32      06/24/05
  83                      A         5.16800     0.05360    5.11440     Actual/360        52,735.51        632,826.12      04/13/05
  84                                5.38000     0.02100    5.35900     Actual/360        50,985.75        611,829.00      06/09/05
  85                      M         5.55000     0.11100    5.43900     Actual/360        51,383.70        616,604.40      05/31/05
  86                                5.70000     0.02100    5.67900     Actual/360        51,945.84        623,350.08      04/22/05
  87                                5.33000     0.02100    5.30900     Actual/360        49,448.76        593,385.12      05/18/05
  88                                5.34000     0.07100    5.26900     Actual/360        49,085.63        589,027.56      04/13/05
  89                                6.00000     0.09100    5.90900     Actual/360        63,045.93        756,551.16      06/24/05
  90                      G         5.79000     0.02100    5.76900     Actual/360        49,233.78        590,805.36      06/16/05
  91                      B         5.10270     0.02100    5.08170     Actual/360        34,706.04        416,472.48      06/16/05
  92       5                        6.34000     0.02100    6.31900     Actual/360        48,669.91        584,038.92      05/03/05
 92.1
 92.2
 92.3
 92.4
 92.5
 92.6
 92.7
  93                                5.05000     0.02100    5.02900     Actual/360        42,110.76        505,329.12      07/15/05
  94                                5.58000     0.02100    5.55900     Actual/360        44,679.84        536,158.08      05/03/05
  95                                5.55000     0.02100    5.52900     Actual/360        45,103.47        541,241.64      02/20/04
  96                      A         5.06000     0.06266    4.99734     Actual/360        41,553.73        498,644.76      04/13/05
  97                      N         5.27000     0.07100    5.19900     Actual/360        38,187.57        458,250.84      06/28/05
  98                                5.12000     0.02100    5.09900     Actual/360        36,133.51        433,602.12      05/27/05
  99                                5.44000     0.05100    5.38900     Actual/360        39,683.12        476,197.44      06/03/05
  100                               5.10000     0.02100    5.07900     Actual/360        35,291.74        423,500.88      05/25/05
  101                     D         5.87000     0.02100    5.84900     Actual/360        38,429.19        461,150.28      05/12/05
  102                     L         5.74000     0.02100    5.71900     Actual/360        37,453.75        449,445.00      04/19/05
  103                               5.84000     0.07100    5.76900     Actual/360        36,536.77        438,441.24      05/02/05
  104                     K         5.27000     0.02100    5.24900     Actual/360        37,226.55        446,718.60      05/31/05
  105                               5.25000     0.02100    5.22900     Actual/360        33,960.53        407,526.36      05/31/05
  106                     N         5.27000     0.07100    5.19900     Actual/360        33,760.03        405,120.36      06/28/05
  107                               5.06000     0.11100    4.94900     Actual/360        32,429.67        389,156.04      07/01/05
  108                     I         5.22000     0.02100    5.19900     Actual/360        33,020.82        396,249.84      07/06/05
  109                               5.43000     0.02100    5.40900     Actual/360        38,988.58        467,862.96      06/08/05
  110                     A         5.13900     0.07456    5.06444     Actual/360        32,284.64        387,415.68      04/13/05
  111                     G         5.91000     0.02100    5.88900     Actual/360        41,608.04        499,296.48      04/21/05
  112                               5.75000     0.11100    5.63900     Actual/360        40,018.76        480,225.12      04/19/05
  113                               5.81000     0.02100    5.78900     Actual/360        32,893.84        394,726.08      04/11/05
  114                               5.60000     0.11100    5.48900     Actual/360        31,574.34        378,892.08      04/25/05
  115                               5.37000     0.02100    5.34900     Actual/360        30,221.62        362,659.44      06/10/05
  116                               5.33000     0.02100    5.30900     Actual/360        30,087.13        361,045.56      06/10/05
  117                     F         5.33000     0.02100    5.30900     Actual/360        29,529.96        354,359.52      05/06/05
 117.1
 117.2
  118      1                        5.21100     0.05100    5.16000     Actual/360        29,028.94        348,347.28      06/30/05
  119                               5.51000     0.02100    5.48900     Actual/360        30,012.40        360,148.80      04/15/05
  120                     M         5.55000     0.11100    5.43900     Actual/360        29,916.73        359,000.76      05/31/05
  121                               5.76000     0.02100    5.73900     Actual/360        30,670.93        368,051.16      03/31/05
  122                               5.45000     0.02100    5.42900     Actual/360        29,362.11        352,345.32      05/09/05
  123                               5.53000     0.02100    5.50900     Actual/360        29,622.98        355,475.76      04/11/05
  124                               5.32000     0.07100    5.24900     Actual/360        28,662.19        343,946.28      05/27/05
  125                               5.31000     0.02100    5.28900     Actual/360        28,352.22        340,226.64      07/01/05
  126                               5.24000     0.02100    5.21900     Actual/360        27,579.22        330,950.64      03/22/05
  127                               5.55000     0.02100    5.52900     Actual/360        28,546.50        342,558.00      05/10/05
  128                               5.12000     0.02100    5.09900     Actual/360        27,208.97        326,507.64      05/16/05
  129                               5.61000     0.02100    5.58900     Actual/360        28,160.78        337,929.36      04/12/05
  130      5                        6.34000     0.02100    6.31900     Actual/360        30,146.75        361,761.00      05/03/05
 130.1
 130.2
  131                               5.96000     0.02100    5.93900     Actual/360        28,774.50        345,294.00      05/19/05
  132                               5.94000     0.02100    5.91900     Actual/360        28,593.53        343,122.36      03/31/05
  133      1                        5.21100     0.05100    5.16000     Actual/360        25,620.24        307,442.88      06/30/05
  134                               6.01000     0.02100    5.98900     Actual/360        27,608.91        331,306.92      03/10/05
  135                               4.92000     0.02100    4.89900     Actual/360        23,937.44        287,249.28      06/09/05
  136                               5.74000     0.02100    5.71900     Actual/360        28,282.60        339,391.20      05/27/05
  137                               5.72000     0.02100    5.69900     Actual/360        26,175.08        314,100.96      03/29/05
  138                               5.62000     0.02100    5.59900     Actual/360        25,775.27        309,303.24      04/27/05
  139                               5.59000     0.02100    5.56900     Actual/360        25,518.46        306,221.52      07/08/05
  140                               5.64000     0.02100    5.61900     Actual/360        24,793.96        297,527.52      01/10/05
  141                     G         5.52000     0.02100    5.49900     Actual/360        24,468.91        293,626.92      06/10/05
  142                               5.20000     0.02100    5.17900     Actual/360        23,062.66        276,751.92      06/17/05
  143                     D         5.86000     0.02100    5.83900     Actual/360        24,509.05        294,108.60      06/01/05
  144                               5.22000     0.11100    5.10900     Actual/360        22,013.88        264,166.56      04/28/05
  145                               5.49000     0.02100    5.46900     Actual/360        23,926.13        287,113.56      03/01/05
  146                               5.50000     0.02100    5.47900     Actual/360        21,933.69        263,204.28      04/18/05
  147                               5.31000     0.02100    5.28900     Actual/360        20,680.44        248,165.28      05/09/05
  148                     C         5.56000     0.02100    5.53900     Actual/360        21,147.69        253,772.28      06/06/05
  149                               5.14000     0.02100    5.11900     Actual/360        19,089.36        229,072.32      06/17/05
  150                               5.70000     0.02100    5.67900     Actual/360        21,913.10        262,957.20      05/25/05
  151                               5.51000     0.02100    5.48900     Actual/360        19,894.58        238,734.96      03/01/05
  152      1                        5.21100     0.05100    5.16000     Actual/360        19,132.71        229,592.52      06/30/05
  153                               5.36000     0.07100    5.28900     Actual/360        19,007.24        228,086.88      07/01/05
  154                               5.20000     0.02100    5.17900     Actual/360        22,815.84        273,790.08      06/06/05
  155                               5.48000     0.02100    5.45900     Actual/360        19,262.18        231,146.16      05/25/05
  156                               5.31000     0.02100    5.28900     Actual/360        18,345.55        220,146.60      06/02/05
  157                               5.70000     0.07100    5.62900     Actual/360        19,153.21        229,838.52      05/12/05
  158                               5.39000     0.02100    5.36900     Actual/360        20,048.68        240,584.16      05/31/05
  159                               5.60000     0.07100    5.52900     Actual/360        18,370.53        220,446.36      05/02/05
  160                               5.71000     0.02100    5.68900     Actual/360        19,244.28        230,931.36      04/26/05
  161                     K         5.30000     0.02100    5.27900     Actual/360        18,668.24        224,018.88      05/31/05
  162                               5.53000     0.02100    5.50900       30/360          25,378.96        304,547.52      05/02/05
  163                               6.01000     0.02100    5.98900     Actual/360        18,185.87        218,230.44      04/08/05
  164                               5.67000     0.02100    5.64900     Actual/360        18,884.50        226,614.00      05/20/05
  165                               5.17000     0.02100    5.14900     Actual/360        16,417.77        197,013.24      06/21/05
  166                               5.36000     0.02100    5.33900     Actual/360        16,771.09        201,253.08      07/15/05
  167                               5.37000     0.02100    5.34900     Actual/360        16,789.79        201,477.48      07/13/05
  168                     K         5.30000     0.02100    5.27900     Actual/360        17,463.83        209,565.96      06/01/05
  169                               5.66000     0.07100    5.58900     Actual/360        16,758.17        201,098.04      07/19/05
  170                               5.10000     0.02100    5.07900     Actual/360        29,835.39        358,024.68      05/26/05
  171                               5.49000     0.02100    5.46900     Actual/360        18,901.37        226,816.44      04/08/05
  172                     F         5.33000     0.02100    5.30900     Actual/360        15,043.57        180,522.84      05/11/05
  173                               5.68000     0.02100    5.65900     Actual/360        18,848.52        226,182.24      07/15/05
  174                               5.84000     0.02100    5.81900       30/360          15,911.17        190,934.04      05/20/05
  175                               5.27000     0.02100    5.24900     Actual/360        14,942.96        179,315.52      05/17/05
  176      1                        5.21100     0.05100    5.16000     Actual/360        14,624.43        175,493.16      06/30/05
  177                     M         5.50000     0.11100    5.38900     Actual/360        15,046.41        180,556.92      05/31/05
  178      1                        5.21100     0.05100    5.16000     Actual/360        14,294.56        171,534.72      06/30/05
  179      1                        5.21100     0.05100    5.16000     Actual/360        13,854.72        166,256.64      06/30/05
  180                               5.39000     0.02100    5.36900     Actual/360        14,022.67        168,272.04      05/11/05
  181                               5.48000     0.07100    5.40900     Actual/360        16,615.90        199,390.80      05/03/05
  182      3              B         5.10270     0.02100    5.08170     Actual/360        10,735.16        128,821.92      06/16/05
  183                               5.82000     0.02100    5.79900     Actual/360        14,700.68        176,408.16      12/21/04
  184                     K         5.30000     0.02100    5.27900     Actual/360        14,452.83        173,433.96      05/31/05
  185                               5.36000     0.02100    5.33900     Actual/360        12,857.84        154,294.08      06/22/05
  186                     E         5.78000     0.02100    5.75900     Actual/360        13,173.30        158,079.60      03/17/05
  187                               5.50000     0.02100    5.47900     Actual/360        12,491.36        149,896.32      05/02/05
  188                               6.15000     0.02100    6.12900     Actual/360        13,723.53        164,682.36      12/27/04
  189                               5.66000     0.02100    5.63900     Actual/360        12,941.34        155,296.08      05/25/05
  190                               5.61000     0.02100    5.58900     Actual/360        10,861.79        130,341.48      05/24/05
  191                               5.80000     0.02100    5.77900       30/360          11,984.00        143,808.00      06/23/05
  192      4                        5.38000     0.02100    5.35900     Actual/360         9,300.70        111,608.40      07/15/05
  193      4                        5.38000     0.02100    5.35900     Actual/360         8,628.36        103,540.32      07/15/05
  194                     K         5.40000     0.02100    5.37900     Actual/360         8,513.82        102,165.84      05/31/05
  195                               5.73000     0.02100    5.70900     Actual/360         6,987.64         83,851.68      04/29/05
</TABLE>



<TABLE>

              FIRST                                                                             PAYMENT      GRACE      MATURITY/
LOAN #  PAYMENT DATE (15)     REM. TERM      REM. AMORT      I/O PERIOD (8)      SEASONING      DUE DATE    PERIOD     ARD DATE(9)
- ------  -----------------     ---------      -----------     --------------      ---------      --------    ------     -----------

   1         08/01/05            120              0                120               0             1           5         07/01/15
  1.1
  1.2
  1.3
   2         07/01/05            59               0                60                1             1           7         06/01/10
   3         08/01/05            120             360               60                0             1           7         07/01/15
   4         06/01/05            94              360               12                2             1          10         05/01/13
   5         07/01/05            83               0                84                1             1           5         06/01/12
   6         08/01/05            144             360               24                0             1           7         07/01/17
   7         07/01/05            119             360               36                1             1           8         06/01/15
   8         08/01/05            120             360               24                0             1           7         07/01/15
   9         07/01/05            119             299                0                1             1           7         06/01/15
  10         08/01/05            120             360               48                0             1           5         07/01/15
  11         08/01/05            180             360               60                0             1           7         07/01/20
  12         07/01/05            119             360               36                1             1           5         06/01/15
  13         05/01/05            117             360               60                3             1           7         04/01/15
  14         08/01/05            120             360               60                0             1           7         07/01/15
  15         08/01/05            120             360               36                0             1           7         07/01/15
  16         08/01/05            78              360                0                0             1           5         01/01/12
  17         07/01/05            119             359                0                1             1           7         06/01/15
  18         08/01/05            84              360               60                0             1           7         07/01/12
  19         08/01/05            72               0                72                0             1           0         07/01/11
  20         05/01/05            57              357                0                3             1           7         04/01/10
  21         08/01/05            72               0                72                0             1           0         07/01/11
  22         02/01/04            121             360               19               18             1           7         08/01/15
  23         07/01/05            119             360               42                1             1           7         06/01/15
  24         08/01/05            120             360               24                0             1          10         07/01/15
  25         12/01/04            76              360               24                8             1           7         11/01/11
  26         06/01/05            118             360               60                2             1          10         05/01/15
  27         07/01/05            59               0                60                1             1           7         06/01/10
  28         08/01/05            72               0                72                0             1           0         07/01/11
  29         08/01/05            120             360               60                0             1           7         07/01/15
  30         02/01/05            78              360                6                6             1           5         01/01/12
  31         08/01/05            120             360               36                0             1           7         07/01/15
  32         08/01/05            120             360               36                0             1           7         07/01/15
  33         06/01/05            94              360               12                2             1          10         05/01/13
  34         05/01/05            177             357                0                3             1           7         04/01/20
  35         08/01/05            72               0                72                0             1           0         07/01/11
  36         08/01/05            72               0                72                0             1           0         07/01/11
  37         08/01/05            120             360                0                0             1           7         07/01/15
  38         06/01/05            118             358                0                2             1           7         05/01/15
  39         04/01/05            116             296                0                4             1           7         03/01/15
  40         08/01/05            72               0                72                0             1           0         07/01/11
  41         07/01/05            119             360               60                1             1          10         06/01/15
  42         08/01/05            72               0                72                0             1           0         07/01/11
  43         08/01/05            120             360               36                0             1           7         07/01/15
  44         07/01/05            119             359                0                1             1           7         06/01/15
  45         07/01/05            239             239                0                1             1           7         06/01/25
  46         08/01/05            120             324                0                0             1           7         07/01/15
  47         05/01/05            117             360               24                3             1           7         04/01/15
  48         06/01/05            118             360               60                2             1          10         05/01/15
  49         04/01/05            80              360               24                4             1           7         03/01/12
  50         08/01/05            120              0                120               0             1          10         07/01/15
  51         06/01/05            118             360               48                2             1           7         05/01/15
  52         06/01/05            94              360               60                2             1          10         05/01/13
  53         08/01/05            72               0                72                0             1           0         07/01/11
  54         07/01/05            119             360               36                1             1           7         06/01/15
  55         08/01/05            120             360               24                0             1           7         07/01/15
  56         09/01/05            120             360                0                0             1          10         08/01/15
  57         06/01/05            118             358                0                2             1           7         05/01/15
  58         08/01/05            72               0                72                0             1           0         07/01/11
  59         08/01/05            120             360               36                0             1           7         07/01/15
  60         08/01/05            60               0                60                0             1           7         07/01/10
  61         06/01/05            118             360               12                2             1          10         05/01/15
  62         05/01/05            117             357                0                3             1          15         04/01/15
  63         05/01/05            57               0                60                3             1           7         04/01/10
  64         07/01/05            119             360               36                1             1           7         06/01/15
  65         09/01/05            120             360               24                0             1           7         08/01/15
  66         06/01/05            118             360               12                2             1          10         05/01/15
  67         08/01/05            120             360                0                0             1           7         07/01/15
  68         07/01/05            119             360               37                1             1           5         06/01/15
  69         02/01/05            78              354                0                6             1           7         01/01/12
  70         07/01/05            119             360               60                1             1           7         06/01/15
  71         09/01/05            120             360                0                0             1           7         08/01/15
  72         08/01/05            72               0                72                0             1           0         07/01/11
  73         07/01/05            83              360               24                1             1           7         06/01/12
  74         04/01/05            80              356                0                4             1           7         03/01/12
  75         08/01/05            120             360               24                0             1           7         07/01/15
  76         07/01/05            119              0                120               1             1           7         06/01/15
  77         09/01/05            60              360               12                0             1           7         08/01/10
  78         07/01/05            119             359                0                1             1           7         06/01/15
  79         05/01/05            117             360               36                3             1           7         04/01/15
  80         08/01/05            72               0                72                0             1           0         07/01/11
  81         07/01/05            83               0                84                1             1           7         06/01/12
  82         08/01/05            120             300                0                0             1           7         07/01/15
  83         06/01/05            94              360               12                2             1          10         05/01/13
  84         08/01/05            120             360                0                0             1           7         07/01/15
  85         07/01/05            119             360               36                1             1           7         06/01/15
  86         06/01/05            94              360               24                2             1           7         05/01/13
  87         07/01/05            119             359                0                1             1           7         06/01/15
  88         06/01/05            118             360               48                2             1           7         05/01/15
  89         08/01/05            120             240                0                0             1           7         07/01/15
  90         08/01/05            111             360                0                0             1           7         10/01/14
  91         08/01/05            72               0                72                0             1           0         07/01/11
  92         07/01/05            119             360               36                1             1           7         06/01/15
 92.1
 92.2
 92.3
 92.4
 92.5
 92.6
 92.7
  93         09/01/05            120             360                0                0             1           7         08/01/15
  94         07/01/05            119             359                0                1             1           7         06/01/15
  95         04/01/04            104             344                0               16             1           7         03/01/14
  96         06/01/05            118             360               12                2             1          10         05/01/15
  97         08/01/05            120             360                0                0             1           7         07/01/15
  98         07/01/05            119             360               24                1             1           7         06/01/15
  99         08/01/05            120             300                0                0             1           7         07/01/15
  100        07/01/05            119             360               60                1             1           7         06/01/15
  101        07/01/05            112             359                0                1             1           7         11/01/14
  102        06/01/05            118             358                0                2             1           7         05/01/15
  103        07/01/05            179             359                0                1             1           7         06/01/20
  104        07/01/05            119             299                0                1             1           7         06/01/15
  105        07/01/05            119             360               36                1             1           7         06/01/15
  106        08/01/05            120             360                0                0             1           7         07/01/15
  107        08/01/05            120             360               36                0             1           7         07/01/15
  108        09/01/05            120             360               36                0             1           7         08/01/15
  109        08/01/05            120             264                0                0             1           7         07/01/15
  110        06/01/05            106             360               12                2             1          10         05/01/14
  111        06/01/05            118             238                0                2             1           7         05/01/15
  112        06/01/05            238             238                0                2             1           7         05/01/25
  113        06/01/05            118             358                0                2             1           7         05/01/15
  114        06/01/05            118             360               30                2             1           7         05/01/15
  115        08/01/05            120             360                0                0             1           7         07/01/15
  116        08/01/05            120             360               24                0             1           7         07/01/15
  117        07/01/05            83              360               36                1             1           7         06/01/12
 117.1
 117.2
  118        08/01/05            120             360                0                0             1           5         07/01/15
  119        06/01/05            118             358                0                2             1           7         05/01/15
  120        07/01/05            119             360               36                1             1           7         06/01/15
  121        05/01/05            117             357                0                3             1           7         04/01/15
  122        07/01/05            119             359                0                1             1           7         06/01/15
  123        06/01/05            118             358                0                2             1           7         05/01/15
  124        07/01/05            119             359                0                1             1           7         06/01/15
  125        08/01/05            120             360                0                0             1           7         07/01/15
  126        05/01/05            117             360               36                3             1           7         04/01/15
  127        07/01/05            119             359                0                1             1           7         06/01/15
  128        07/01/05            119             359                0                1             1           7         06/01/15
  129        06/01/05            58              360               12                2             1           7         05/01/10
  130        07/01/05            119             360               36                1             1           7         06/01/15
 130.1
 130.2
  131        07/01/05            179             360               24                1             1           7         06/01/20
  132        05/01/05            117             357                0                3             1           7         04/01/15
  133        08/01/05            120             360                0                0             1           5         07/01/15
  134        05/01/05            57              360               24                3             1           7         04/01/10
  135        08/01/05            120             360               60                0             1           7         07/01/15
  136        07/01/05            119             299                0                1             1           7         06/01/15
  137        05/01/05            117             357                0                3             1           7         04/01/15
  138        06/01/05            118             358                0                2             1           7         05/01/15
  139        09/01/05            120             360                0                0             1           7         08/01/15
  140        03/01/05            55              360               24                5             1           7         02/01/10
  141        08/01/05            120             360                0                0             1           7         07/01/15
  142        08/01/05            120             360               24                0             1           7         07/01/15
  143        07/01/05            113             359                0                1             1           7         12/01/14
  144        06/01/05            118             358                0                2             1           7         05/01/15
  145        04/01/05            116             296                0                4             1           7         03/01/15
  146        06/01/05            118             360               24                2             1           7         05/01/15
  147        07/01/05            119             360               24                1             1           7         06/01/15
  148        08/01/05            120             360               36                0             1           8         07/01/15
  149        08/01/05            120             360               34                0             1           7         07/01/15
  150        07/01/05            119             299                0                1             1           7         06/01/15
  151        04/01/05            116             356                0                4             1           7         03/01/15
  152        08/01/05            120             360                0                0             1           5         07/01/15
  153        08/01/05            120             360                0                0             1           7         07/01/15
  154        08/01/05            120             240                0                0             1           7         07/01/15
  155        07/01/05            119             359                0                1             1           7         06/01/15
  156        08/01/05            120             360               60                0             1           7         07/01/15
  157        07/01/05            119             359                0                1             1           7         06/01/15
  158        07/01/05            119             299                0                1             1           7         06/01/15
  159        07/01/05            119             360               30                1             1           7         06/01/15
  160        06/01/05            118             328                0                2             1           7         05/01/15
  161        07/01/05            119             299                0                1             1           7         06/01/15
  162        07/01/05            179             179                0                1             1           7         06/01/20
  163        06/01/05            118             358                0                2             1           7         05/01/15
  164        07/01/05            119             299                0                1             1           7         06/01/15
  165        08/01/05            120             360                0                0             1           7         07/01/15
  166        09/01/05            120             360                0                0             1           7         08/01/15
  167        09/01/05            120             360                0                0             1           7         08/01/15
  168        07/01/05            119             299                0                1             1           7         06/01/15
  169        09/01/05            120             360                0                0             1           7         08/01/15
  170        07/01/05            119             119                0                1             1           7         06/01/15
  171        06/01/05            118             238                0                2             1           7         05/01/15
  172        07/01/05            83              360               36                1             1           7         06/01/12
  173        09/01/05            240             240                0                0             1           7         08/01/25
  174        07/01/05            119             359                0                1             1           7         06/01/15
  175        07/01/05            119             359                0                1             1           7         06/01/15
  176        08/01/05            120             360                0                0             1           5         07/01/15
  177        07/01/05            119             359                0                1             1           7         06/01/15
  178        08/01/05            120             360                0                0             1           5         07/01/15
  179        08/01/05            120             360                0                0             1           5         07/01/15
  180        07/01/05            119             359                0                1             1          15         06/01/15
  181        07/01/05            119             254                0                1             1           7         06/01/15
  182        08/01/05            72               0                72                0             1           0         07/01/11
  183        02/01/05            78              354                0                6             1           7         01/01/12
  184        07/01/05            119             299                0                1             1           7         06/01/15
  185        08/01/05            120             360                0                0             1           7         07/01/15
  186        05/01/05            117             357                0                3             1           7         04/01/15
  187        07/01/05            119             360               36                1             1           7         06/01/15
  188        02/01/05            174             294                0                6             1          15         01/01/20
  189        07/01/05            119             299                0                1             1           7         06/01/15
  190        07/01/05            119             299                0                1             1           7         06/01/15
  191        08/01/05            240             240                0                0             1           7         07/01/25
  192        09/01/05            60              360                0                0             1           7         08/01/10
  193        09/01/05            60              360                0                0             1           7         08/01/10
  194        07/01/05            119             299                0                1             1           7         06/01/15
  195        06/01/05            118             358                0                2             1           7         05/01/15
</TABLE>



<TABLE>

                                                                                         REMAINING
                     FINAL          MATURITY/ARD          MATURITY                      PREPAYMENT
LOAN #  ARD LOAN    MAT DATE    BALANCE ($) (2), (10)     LTV %(1),(10)          PROVISION (PAYMENTS)(11)              2002 NOI ($)
- ------  --------    --------    ---------------------     -------------          ------------------------              ------------

   1       No                              100,000,000    52.8                      L(24),Def(92),O(4)
  1.1                                       40,444,444
  1.2                                       34,000,000
  1.3                                       25,555,556
   2       No                               80,000,000    79.2                      L(24),Def(31),O(4)
   3       No                               64,579,208    68.7                      L(24),Def(92),O(4)
   4       No                               40,282,715    52.6                      L(24),Def(67),O(3)
   5       No                               45,000,000    41.7                      L(24),Def(57),O(2)
   6       No                               35,853,456    65.2                      L(24),Def(116),O(4)                  2,951,544
   7       No                               32,937,957    71.4                      L(24),Def(91),O(4)
   8       No                               26,820,419    63.9                      L(24),Def(92),O(4)
   9       No                               22,576,380    50.2                      L(24),Def(91),O(4)
  10       No                               26,813,286    71.9                      L(24),Def(92),O(4)
  11       No                               23,678,484    54.9                      L(24),Def(152),O(4)
  12       No                               23,244,365    71.5                      L(24),Def(91),O(4)
  13       No                               23,570,474    54.2                      L(24),Def(89),O(4)
  14       No                               23,105,518    73.6                      L(24),Def(92),O(4)
  15       No                               21,358,684    71.2                      L(24),Def(92),O(4)                   2,173,433
  16       No                               20,369,960    69.4                      L(24),Def(50),O(4)                   2,353,684
  17       No                               18,487,311    61.6                      L(24),Def(91),O(4)
  18       No                               21,659,516    77.9           L(12),Grtr1%orYM(48),Lssr2%orYM(11),O(13)       2,003,191
  19       No                               21,290,000    75.5                L(24),DeforGrtr1%orYM(44),O(4)
  20       No                               19,638,590    72.7                      L(24),Def(29),O(4)
  21       No                               21,140,000    75.5                L(24),DeforGrtr1%orYM(44),O(4)
  22       Yes      08/01/35                18,125,669    64.7                      L(24),Def(93),O(4)
  23       No                               17,964,713    65.3                      L(24),Def(88),O(7)
  24       No                               17,437,296    69.7                      L(24),Def(92),O(4)                   1,658,014
  25       No                               18,513,087    70.9                      L(24),Def(48),O(4)
  26       No                               18,291,523    55.6                      L(24),Def(90),O(4)
  27       No                               19,000,000    79.2                      L(24),Def(28),O(7)                   2,129,880
  28       No                               18,920,000    70.1                L(24),DeforGrtr1%orYM(44),O(4)
  29       No                               17,072,510    64.8                      L(24),Def(92),O(4)
  30       No                               16,471,657    69.4                      L(24),Def(50),O(4)                   1,635,351
  31       No                               15,933,121    70.8                      L(24),Def(92),O(4)
  32       No                               16,142,444    67.8                      L(24),Def(92),O(4)
  33       No                               15,708,434    58.7                      L(24),Def(67),O(3)                   2,080,397
  34       No                               12,733,270    55.4                      L(24),Def(149),O(4)
  35       No                               17,440,000    75.5                L(24),DeforGrtr1%orYM(44),O(4)
  36       No                               17,210,000    75.5                L(24),DeforGrtr1%orYM(44),O(4)
  37       No                               14,152,606    64.3                      L(24),Def(92),O(4)
  38       Yes      05/01/35                14,610,247    59.2                     Grtr1%orYM(114),O(4)
  39       No                               12,784,566    56.8                      L(24),Def(88),O(4)
  40       No                               16,160,000    75.5                L(24),DeforGrtr1%orYM(44),O(4)
  41       No                               14,828,502    74.1                      L(24),Def(91),O(4)
  42       No                               15,480,000    75.5                L(24),DeforGrtr1%orYM(44),O(4)
  43       No                               13,340,678    70.2                      L(24),Def(92),O(4)
  44       No                               12,399,833    56.4                      L(24),Def(91),O(4)
  45       No                                  291,717    1.5                      L(24),Def(190),O(25)                  1,342,043
  46       Yes      07/01/32                11,782,438    62.0                      L(24),Def(89),O(7)                   1,238,751
  47       No                               12,931,500    66.7                      L(24),Def(89),O(4)
  48       No                               13,651,484    63.6                      L(24),Def(90),O(4)                   1,561,725
  49       No                               13,365,107    73.6                      L(24),Def(52),O(4)
  50       No                               14,250,000    49.1                      L(24),Def(92),O(4)
  51       No                               12,987,104    73.0                      L(24),Def(90),O(4)                     840,929
  52       No                               13,575,226    62.3                      L(24),Def(67),O(3)                   1,384,622
  53       No                               14,160,000    75.5                L(24),DeforGrtr1%orYM(44),O(4)
  54       No                               12,434,887    69.1                      L(24),Def(91),O(4)                   1,146,234
  55       No                               12,191,099    69.7                      L(24),Def(92),O(4)                   1,488,247
  56       No                               11,557,466    62.8                      L(23),Def(93),O(4)
  57       No                               11,556,913    66.0                      L(24),Def(90),O(4)                   1,109,733
  58       No                               13,740,000    75.5                L(24),DeforGrtr1%orYM(44),O(4)             1,007,257
  59       No                               11,917,672    70.5                      L(24),Def(92),O(4)
  60       No                               13,400,000    79.8                      L(24),Def(34),O(2)
  61       No                               11,258,495    58.5                      L(24),Def(90),O(4)
  62       No                               11,158,906    74.4                      L(24),Def(89),O(4)                   1,416,320
  63       No                               13,100,000    80.0                      L(24),Def(29),O(4)
  64       No                               10,915,962    70.9                      L(24),Def(91),O(4)
  65       No                               10,204,333    69.4                      L(23),Def(93),O(4)
  66       No                                9,740,542    52.7                      L(24),Def(90),O(4)
  67       No                                9,531,519    56.1                      L(24),Def(92),O(4)
  68       No                               10,110,365    66.3                      L(24),Def(91),O(4)                   1,028,138
  69       No                                9,974,492    70.7                      L(24),Def(51),O(3)                   1,224,666
  70       No                               10,161,631    73.1                      L(24),Def(91),O(4)                     403,199
  71       No                                9,181,710    66.1                      L(23),Def(93),O(4)                     803,345
  72       No                               10,910,000    75.2                L(24),DeforGrtr1%orYM(44),O(4)
  73       No                               10,136,970    73.6                      L(24),Def(55),O(4)
  74       No                                9,669,586    71.4                      L(24),Def(52),O(4)                     615,835
  75       No                                9,225,845    69.5                      L(24),Def(92),O(4)
  76       No                               10,560,000    78.8                      L(24),Def(91),O(4)                     844,154
  77       No                                9,907,871    73.9                      L(23),Def(33),O(4)
  78       No                                8,591,694    59.3                      L(24),Def(91),O(4)
  79       No                                9,159,980    69.1                      L(24),Def(89),O(4)
  80       No                               10,190,000    75.5                L(24),DeforGrtr1%orYM(44),O(4)
  81       No                               10,000,000    48.5                      L(24),Def(55),O(4)                   1,151,458
  82       No                                7,622,803    42.3                      L(24),Def(92),O(4)
  83       No                                8,564,415    58.7                      L(24),Def(67),O(3)
  84       No                                7,573,427    66.4                      L(24),Def(92),O(4)                   1,068,285
  85       No                                8,059,365    59.7                   L(59),Grtr1%orYM(56),O(4)                 883,382
  86       No                                8,195,060    73.2                      L(24),Def(66),O(4)
  87       No                                7,374,036    62.2                      L(24),Def(91),O(4)                     869,332
  88       No                                8,006,013    72.8                      L(24),Def(90),O(4)                     964,602
  89       No                                5,769,990    35.0                      L(24),Def(92),O(4)                   1,511,225
  90       No                                7,208,688    58.6                      L(24),Def(83),O(4)
  91       No                                8,050,000    71.2                L(24),DeforGrtr1%orYM(44),O(4)
  92       No                                7,120,643    72.1                   L(23),Grtr1%orYM(92),O(4)
 92.1                                          298,285
 92.2                                        4,149,616
 92.3                                        1,525,982
 92.4                                          375,584
 92.5                                          443,790
 92.6                                          167,331
 92.7                                          160,055
  93       No                                6,422,851    61.8                      L(23),Def(93),O(4)
  94       No                                6,531,542    51.8                      L(24),Def(91),O(4)                   1,084,581
  95       Yes      03/01/34                 6,609,721    66.8                      L(24),Def(76),O(4)                      70,057
  96       No                                6,502,503    49.6                      L(24),Def(91),O(3)
  97       No                                5,722,554    65.8                      L(24),Def(92),O(4)                      49,813
  98       No                                5,763,144    62.3                      L(24),Def(91),O(4)                     533,657
  99       No                                4,937,447    49.4                      L(24),Def(92),O(4)
  100      No                                6,003,703    69.8                      L(24),Def(91),O(4)
  101      No                                5,568,656    65.1                      L(24),Def(84),O(4)
  102      No                                5,407,022    66.3                      L(24),Def(90),O(4)                     517,700
  103      No                                4,488,641    52.2                     L(24),Def(142),O(13)                    505,394
  104      No                                4,680,856    37.7                      L(24),Def(91),O(4)                     902,013
  105      No                                5,472,947    71.1                      L(24),Def(91),O(4)
  106      No                                5,059,069    65.9                      L(24),Def(92),O(4)                     226,861
  107      No                                5,317,973    70.9                      L(24),Def(92),O(4)                     649,253
  108      No                                5,335,995    61.3                      L(23),Def(93),O(4)                     466,929
  109      No                                4,174,089    55.7                      L(24),Def(92),O(4)                     881,353
  110      No                                5,140,829    55.3                      L(24),Def(79),O(3)
  111      No                                3,822,566    46.1                      L(24),Def(90),O(4)
  112      No                                  125,766    1.6                      L(24),Def(189),O(25)
  113      No                                4,722,702    65.6                      L(24),Def(90),O(4)
  114      No                                4,879,732    70.7                      L(24),Def(90),O(4)                     478,952
  115      No                                4,492,707    66.1                      L(24),Def(92),O(4)
  116      No                                4,711,531    69.8                      L(24),Def(83),O(13)
  117      No                                4,998,183    67.5                   L(5),Grtr1%orYM(74),O(4)
 117.1                                       2,984,764
 117.2                                       2,013,419
  118      No                                4,370,766    65.7                      L(24),Def(92),O(4)
  119      No                                4,412,218    66.9                      L(24),Def(90),O(4)                     517,874
  120      No                                4,692,342    53.6                   L(59),Grtr1%orYM(56),O(4)                 512,417
  121      No                                4,420,517    52.3                      L(24),Def(89),O(4)                     471,061
  122      No                                4,336,862    66.7                      L(24),Def(91),O(4)                     392,407
  123      No                                4,348,061    62.6                      L(24),Def(90),O(4)
  124      No                                4,277,666    64.8                      L(24),Def(91),O(4)
  125      No                                4,235,084    60.5                      L(24),Def(92),O(4)
  126      No                                4,448,664    70.8                      L(24),Def(89),O(4)                     407,927
  127      No                                4,183,017    24.6                      L(24),Def(88),O(7)
  128      No                                4,126,632    62.5                      L(24),Def(91),O(4)
  129      No                                4,635,751    71.9                   L(9),Grtr1%orYM(45),O(4)
  130      No                                4,410,616    72.1                   L(23),Grtr1%orYM(92),O(4)
 130.1                                       1,500,519
 130.2                                       2,910,097
  131      No                                3,761,309    57.9                     L(24),Def(142),O(13)
  132      No                                4,063,439    62.2                      L(24),Def(89),O(4)                     532,911
  133      No                                3,857,532    65.7                      L(24),Def(92),O(4)
  134      No                                4,433,508    68.4                   L(33),Grtr1%orYM(20),O(4)
  135      No                                4,145,219    56.8                      L(24),Def(91),O(5)
  136      No                                3,453,847    51.5                      L(24),Def(91),O(4)
  137      No                                3,784,430    59.1                      L(24),Def(89),O(4)                           0
  138      No                                3,756,424    63.1                      L(24),Def(90),O(4)
  139      No                                3,727,393    66.6                      L(23),Def(93),O(4)                      97,452
  140      No                                4,131,969    60.8                      L(24),Def(27),O(4)
  141      No                                3,594,322    61.2                      L(24),Def(92),O(4)
  142      No                                3,652,808    52.9                      L(24),Def(89),O(7)
  143      No                                3,547,232    65.7                      L(24),Def(85),O(4)
  144      No                                3,312,204    51.8                      L(24),Def(90),O(4)
  145      No                                2,967,835    57.1                      L(24),Def(88),O(4)                     375,830
  146      No                                3,384,446    69.5                      L(24),Def(90),O(4)                     185,639
  147      No                                3,243,972    69.0                      L(24),Def(91),O(4)                     340,240
  148      No                                3,314,116    70.5                      L(24),Def(92),O(4)
  149      No                                3,096,409    54.3                      L(24),Def(92),O(4)
  150      No                                2,682,622    45.5                      L(24),Def(91),O(4)
  151      No                                2,924,828    57.8                      L(24),Def(88),O(4)
  152      No                                2,880,733    65.7                      L(24),Def(92),O(4)
  153      No                                2,827,852    60.8                      L(24),Def(92),O(4)                     281,708
  154      No                                2,160,213    34.3                      L(24),Def(92),O(4)
  155      No                                2,838,291    63.8                      L(24),Def(91),O(4)
  156      No                                3,057,570    71.1                      L(24),Def(92),O(4)
  157      No                                2,773,502    62.0                      L(24),Def(91),O(4)                     315,814
  158      No                                2,502,072    42.4                   L(59),Grtr1%orYM(56),O(4)                 357,634
  159      No                                2,839,694    71.0                   L(59),Grtr1%orYM(56),O(4)
  160      No                                2,585,035    61.5                   L(46),Grtr1%orYM(68),O(4)
  161      No                                2,342,933    42.6                      L(24),Def(91),O(4)
  162      No                                        1    0.0                      L(24),Def(142),O(13)                    138,455
  163      No                                2,570,571    67.6                      L(24),Def(90),O(4)
  164      No                                2,316,149    54.1                      L(24),Def(91),O(4)
  165      No                                2,480,129    48.5                      L(24),Def(92),O(4)                     306,947
  166      No                                2,494,940    50.4                      L(23),Def(93),O(4)
  167      No                                2,495,724    62.4                      L(23),Def(93),O(4)
  168      No                                2,191,777    46.1                      L(24),Def(91),O(4)
  169      No                                2,434,299    67.2                      L(23),Def(93),O(4)
  170      No                                   16,078    0.2                       L(24),Def(91),O(4)                     439,024
  171      No                                1,767,623    32.1                      L(24),Def(90),O(4)                     403,318
  172      No                                2,546,244    70.7                   L(5),Grtr1%orYM(74),O(4)
  173      No                                   57,270    1.0                       L(23),Def(213),O(4)
  174      No                                2,249,784    65.2                      L(24),Def(91),O(4)                       1,110
  175      No                                2,239,110    64.0                      L(24),Def(91),O(4)
  176      No                                2,201,939    65.7                      L(24),Def(92),O(4)
  177      No                                2,213,571    41.0                   L(59),Grtr1%orYM(56),O(4)                 335,474
  178      No                                2,152,270    65.7                      L(24),Def(92),O(4)
  179      No                                2,086,048    65.7                      L(24),Def(92),O(4)
  180      No                                2,081,120    40.8                      L(24),Def(91),O(4)                     350,543
  181      Yes      09/01/26                 1,694,551    49.1                      L(24),Def(91),O(4)
  182      No                                2,490,000    75.5                L(24),DeforGrtr1%orYM(44),O(4)
  183      No                                2,250,668    71.9                      L(24),Def(50),O(4)
  184      No                                1,813,884    30.2                      L(24),Def(91),O(4)                     428,346
  185      No                                1,912,958    64.8                      L(24),Def(92),O(4)
  186      No                                1,895,651    58.1                      L(24),Def(89),O(4)
  187      No                                1,968,047    63.5                      L(24),Def(91),O(4)                     190,903
  188      No                                1,266,729    45.2                      L(24),Def(146),O(4)                    261,585
  189      No                                1,588,214    49.9                      L(24),Def(91),O(4)
  190      No                                1,337,135    50.5                      L(24),Def(91),O(4)
  191      No                                        0    0.0                      L(24),Def(191),O(25)                     91,606
  192      No                                1,539,539    66.7                      L(23),Def(33),O(4)
  193      No                                1,428,247    66.7                      L(23),Def(33),O(4)
  194      No                                1,061,860    44.2                      L(24),Def(91),O(4)                     148,746
  195      No                                1,009,565    67.3                      L(24),Def(90),O(4)
</TABLE>



<TABLE>

                                    MOST RECENT   MOST RECENT                               UW (1),(12).(17)
LOAN #  2003 NOI ($)  2004 NOI ($)       NOI ($)   NOI DATE        UW NOI ($)   UW NCF ($)  DSCR (X)           TITLETYPE     PML %
- ------  ------------  ------------       -------   --------        ----------   ----------  ---------          ---------     -----

   1     59,422,164    69,462,505    73,002,655         05/31/05  78,461,540   69,251,953   3.61               Leasehold
  1.1    20,175,802    23,601,570    25,500,084         05/31/05  27,767,131   24,584,499                      Leasehold
  1.2    24,845,688    27,192,845    27,586,111         05/31/05  29,439,243   25,892,112                      Leasehold
  1.3    14,400,674    18,668,090    19,916,460         05/31/05  21,255,167   18,775,342                      Leasehold
   2      6,971,745     7,240,665                                  6,885,798    6,381,412   1.29                  Fee
   3      6,002,865     6,022,857     6,011,585         03/31/05   5,874,931    5,616,987   1.24                  Fee         11.0
   4      4,857,435     5,639,017                                  4,569,331    4,189,760   1.39               Leasehold
   5                    8,594,871     8,087,707         03/31/05   6,930,747    6,775,815   2.86                  Fee
   6      3,143,400     3,415,281                                  4,277,323    4,088,938   1.39                  Fee
   7      1,408,082     1,644,290                                  3,092,242    3,045,812   1.20                  Fee
   8      1,646,799     1,909,611     1,978,042         03/31/05   2,566,801    2,456,639   1.20                  Fee         19.0
   9                                  1,174,680         02/28/05   3,300,908    3,219,539   1.50                  Fee
  10                    1,529,366                                  2,445,322    2,342,061   1.21                  Fee
  11                    3,437,661                                  3,089,238    2,836,534   1.45                  Fee
  12                                    861,624         02/28/05   2,232,973    2,136,973   1.21                  Fee
  13      2,337,789     2,675,052                                  2,766,311    2,576,242   1.58                  Fee         12.0
  14                                  1,943,113         04/30/05   2,139,347    2,073,497   1.27                  Fee
  15      2,310,310     2,629,359                                  2,326,201    2,175,924   1.37                  Fee
  16      1,568,850                   1,356,078         09/30/04   2,302,924    2,121,893   1.34                  Fee
  17                                  2,059,291         02/28/05   2,114,736    2,012,525   1.38                  Fee
  18      1,819,640     1,881,616     1,982,246         03/31/05   2,001,182    1,937,982   1.28                  Fee
  19                    2,020,726                                  2,033,877    1,884,299   1.71                  Fee
  20                                  1,747,753         03/31/05   1,937,069    1,890,172   1.39                  Fee          7.0
  21      2,001,042     2,082,565                                  2,005,932    1,831,693   1.67                  Fee         19.0
  22      1,227,444     1,314,950     1,291,711         02/28/05   2,308,710    2,256,677   1.40                  Fee
  23      1,916,433     1,996,986                                  1,831,418    1,670,270   1.27               Leasehold
  24      1,721,020     1,784,016                                  1,777,287    1,656,674   1.24                  Fee
  25      1,731,759     1,584,244     1,679,943         03/31/05   1,783,493    1,683,493   1.27                  Fee
  26      2,705,643     2,818,513                                  2,525,599    2,259,562   1.75                  Fee
  27      2,222,500     2,194,243                                  2,117,202    1,979,900   1.88                  Fee
  28      1,552,100     1,571,101                                  1,689,365    1,531,788   1.56                  Fee         19.0
  29        760,009       955,007     1,211,572         03/31/05   1,747,193    1,653,344   1.38                  Fee          6.0
  30      1,425,841     1,834,256                                  1,845,744    1,712,074   1.34                  Fee
  31      1,578,900     1,650,270     1,635,934         03/31/05   1,605,829    1,512,457   1.30                  Fee
  32      1,263,701     1,241,700     1,305,020         02/28/05   1,575,931    1,491,403   1.20                  Fee
  33      2,091,347     2,122,581                                  2,079,826    1,769,043   1.52                  Fee
  34      1,714,060     1,762,007     1,748,424         03/31/05   1,747,742    1,629,626   1.30                  Fee
  35                    1,663,399                                  1,618,248    1,461,559   1.62                  Fee
  36                    1,710,159                                  1,617,164    1,486,895   1.67                  Fee
  37                                                               1,687,718    1,543,258   1.35                  Fee
  38                                                               2,289,595    2,167,235   1.69                  Fee
  39      1,936,502     1,775,448     1,791,289         03/31/05   2,093,857    1,822,827   1.40                  Fee         10.0
  40                    1,455,914                                  1,456,091    1,323,509   1.66                  Fee
  41      1,393,543     1,479,817     1,664,687         07/01/05   1,482,902    1,375,198   1.29                  Fee          6.0
  42                    1,389,585                                  1,326,857    1,268,955   1.58                  Fee
  43      1,150,027     1,284,783     1,286,251         03/31/05   1,267,400    1,204,162   1.22                  Fee         11.0
  44      1,588,928     1,568,113                                  1,528,688    1,520,243   1.54                  Fee
  45      1,386,738     1,348,367                                  1,545,815    1,479,585   1.21                  Fee
  46      1,285,457     1,297,828                                  1,323,411    1,250,482   1.20                  Fee         12.0
  47      1,206,311     1,219,353     1,233,802         02/28/05   1,244,611    1,201,411   1.21                  Fee
  48      1,565,508     1,736,672                                  1,591,378    1,480,648   1.52                  Fee
  49      1,110,432     1,151,915                                  1,192,015    1,134,815   1.22                  Fee
  50      2,286,134     2,015,015                                  2,475,915    2,244,484   3.13                  Fee
  51        946,106     1,085,572                                  1,234,173    1,166,762   1.21                  Fee
  52      1,382,822     1,368,262                                  1,301,586    1,210,803   1.29                  Fee
  53                    1,426,552                                  1,433,734    1,283,388   1.66                  Fee
  54      1,123,249     1,188,230                                  1,154,341    1,135,741   1.24                  Fee
  55      1,454,739     1,530,260     1,788,321         04/30/05   1,449,758    1,276,932   1.38                  Fee
  56                                                               1,717,852    1,479,602   1.60                  Fee
  57      1,192,336     1,267,943                                  1,288,788    1,224,196   1.29               Leasehold       5.0
  58      1,086,216     1,116,878                                  1,224,661    1,130,198   1.59                  Fee         13.0
  59      1,087,103     1,272,786     1,205,752         02/28/05   1,143,741    1,063,615   1.20                  Fee
  60      1,109,838     1,191,206     1,250,221         05/31/05   1,116,157    1,061,005   1.50                  Fee
  61      1,536,844     1,607,259                                  1,468,840    1,347,507   1.54                  Fee
  62      1,254,099     1,163,363                                  1,267,433    1,189,933   1.29                  Fee
  63                                                               1,100,495    1,055,089   1.33                  Fee
  64      1,441,263     1,200,883     1,160,498         02/28/05   1,200,196    1,077,823   1.30           Fee and Leasehold
  65      1,035,097     1,185,556     1,121,852         04/30/05   1,034,093      950,385   1.24                  Fee
  66                                                               1,524,319    1,403,679   1.87                  Fee         16.0
  67      1,164,048     1,200,325     1,233,180         02/28/05   1,110,963    1,013,747   1.33                  Fee
  68      1,072,564     1,180,842     1,187,920         04/30/05   1,088,633    1,037,783   1.38                  Fee
  69      1,217,957                   1,135,916         10/31/04   1,204,124    1,088,991   1.46                  Fee
  70        168,378       905,650                                  1,032,850      964,650   1.34                  Fee          8.0
  71        809,320       919,030                                    970,977      925,508   1.21                  Fee          5.0
  72                    1,030,424                                    963,606      879,766   1.56                  Fee         14.0
  73      1,277,087       940,550       953,273         03/31/05   1,052,099      916,406   1.23                  Fee
  74        632,363       791,812                                  1,146,612    1,061,760   1.44                  Fee
  75                      958,817       998,710         04/30/05     964,250      871,250   1.24                  Fee
  76        915,372       875,205                                    957,935      905,814   1.59                  Fee
  77        753,849       938,595       891,591         02/28/05   1,084,248      954,648   1.35                  Fee
  78        976,238     1,004,619                                  1,050,421      967,688   1.42                  Fee
  79                                                                 971,705      888,085   1.28                  Fee
  80                    1,140,157                                  1,038,691      952,149   1.81                  Fee
  81      1,303,996     1,298,010                                  1,432,137    1,254,491   2.39                  Fee
  82        434,076       691,616       840,123         02/28/05   1,378,199    1,344,060   1.82                  Fee
  83      1,106,117     1,102,807                                  1,036,146      941,436   1.49                  Fee
  84      1,117,129     1,061,440                                  1,023,523      868,874   1.42                  Fee
  85        919,498     1,013,977     1,012,223         03/31/05     865,456      813,706   1.32                  Fee         12.0
  86                      656,375                                    787,789      745,052   1.20                  Fee
  87        882,798       916,653                                    912,396      823,131   1.39                  Fee
  88        988,211       909,753                                    948,500      838,464   1.42                  Fee
  89      1,484,147     1,664,165     1,729,136         07/01/05   1,613,060    1,151,368   1.52                  Fee
  90                                                                 896,852      890,312   1.51               Leasehold
  91                      846,553                                    777,302      650,666   1.56                  Fee
  92                                                                 846,833      733,992   1.25                  Fee
 92.1                                                                 42,040       36,791                         Fee
 92.2                                                                500,436      443,892                         Fee
 92.3                                                                159,420      137,820                         Fee
 92.4                                                                 47,366       35,080                         Fee
 92.5                                                                 54,832       44,751                         Fee
 92.6                                                                 23,570       19,507                         Fee
 92.7                                                                 19,169       16,153                         Fee
  93        528,735       670,872       662,613         03/31/05     640,233      618,199   1.22                  Fee
  94      1,158,064     1,058,263                                    797,737      681,137   1.27           Fee and Leasehold
  95              0       585,459       633,002         03/31/05     743,357      678,257   1.25                  Fee
  96      1,184,070     1,172,663                                  1,122,718    1,021,618   2.05                  Fee
  97        361,440       615,337       589,349         04/30/05     593,236      566,836   1.24                  Fee
  98        508,340       476,183                                    550,281      528,556   1.22                  Fee         26.0
  99                                                                 895,049      844,597   1.77               Leasehold
  100       494,963       502,280       547,300         03/31/05     566,544      531,544   1.26                  Fee
  101                     378,524                                    663,226      619,036   1.34                  Fee         11.0
  102       555,719       554,565                                    578,755      555,619   1.24                  Fee          6.0
  103       592,822       616,486                                    565,886      532,709   1.22                  Fee
  104       891,729       989,590                                    940,906      830,279   1.86                  Fee
  105       859,085       518,523       542,315         03/31/05     550,228      516,628   1.27                  Fee
  106       452,732       533,886       466,283         04/30/05     509,191      485,191   1.20                  Fee
  107       588,660       649,266                                    584,393      537,473   1.38                  Fee
  108       505,444       570,967       542,280         03/31/05     502,762      473,979   1.20                  Fee         17.0
  109       875,353       803,575       815,046         03/31/05     637,581      629,930   1.35                  Fee
  110                                                                751,158      691,213   1.78                  Fee
  111       636,224       679,379                                    622,317      584,238   1.17                  Fee
  112                     371,402                                    589,762      577,006   1.20                  Fee
  113       579,447       590,899                                    591,315      535,337   1.36                  Fee
  114       501,226       522,733                                    583,701      526,162   1.39                  Fee
  115                                                                564,214      522,795   1.44                  Fee          6.0
  116                     479,359                                    556,251      508,344   1.41                  Fee
  117       491,964       486,999       453,383         02/28/05     498,121      466,107   1.32                  Fee
 117.1      295,659       290,929       257,972         02/28/05     303,237      282,270                         Fee
 117.2      196,305       196,070       195,411         02/28/05     194,884      183,837                         Fee
  118       517,027       507,648       510,092         03/31/05     500,907      489,432   1.42                  Fee
  119       514,319       531,353                                    502,923      457,525   1.27                  Fee
  120       518,656       561,281       569,257         03/31/05     553,801      508,079   1.42                  Fee         14.0
  121       421,386       510,604                                    587,536      533,177   1.45                  Fee
  122       598,510       476,508                                    498,042      450,791   1.28                  Fee
  123                                                                452,418      432,559   1.22                  Fee
  124       396,200       489,849       520,360         04/30/05     453,599      423,599   1.23                  Fee         12.0
  125       529,680       492,484       462,162         01/31/05     534,851      481,099   1.41                  Fee          6.0
  126       422,895       429,248                                    437,871      401,871   1.21                  Fee
  127       195,612       272,043                                    610,184      533,626   1.56                  Fee
  128                                                                497,833      452,129   1.38                  Fee
  129       425,449       539,412                                    560,552      462,023   1.37                  Fee
  130       323,511       494,575                                    521,261      449,067   1.25                  Fee
 130.1      114,090       174,418                                    185,270      159,810                         Fee
 130.2      209,421       320,157                                    335,991      289,257                         Fee
  131       277,496       521,159                                    470,370      430,516   1.25                  Fee
  132       560,748       578,312                                    503,785      439,894   1.28                  Fee
  133       424,053       419,961       431,888         03/31/05     425,154      413,968   1.42                  Fee
  134       540,445       593,634                                    519,945      469,029   1.42                  Fee
  135       606,966       595,168       597,439         03/31/05     565,185      512,183   1.78                  Fee
  136                                                                510,139      485,388   1.43                  Fee         7.0
  137             0       144,220                                    520,090      440,364   1.40                  Fee
  138       407,188       333,487       343,289         02/28/05     412,889      380,786   1.23                  Fee
  139       167,824       275,781       289,343         04/30/05     394,969      368,100   1.20                  Fee
  140                                                                544,400      503,796   1.69                  Fee
  141       478,373       471,543                                    431,406      405,775   1.38                  Fee
  142       183,416       403,786       432,577         04/30/05     390,652      360,652   1.30                  Fee
  143                                                                436,511      408,828   1.39                  Fee         9.0
  144       414,530       477,290       475,633         03/31/05     476,112      419,692   1.59                  Fee
  145       407,560       400,247                                    459,643      393,972   1.37                  Fee
  146       315,087       286,183                                    387,088      363,260   1.38                  Fee
  147       362,209       362,998                                    355,730      332,730   1.34                  Fee
  148             0             0             0         03/31/05     350,296      305,690   1.20                  Fee
  149        35,109       223,091       276,060         03/31/05     357,804      337,004   1.47                  Fee
  150       157,232       364,206       363,529         04/30/05     355,484      329,222   1.25               Leasehold
  151       396,886       409,966       396,949         03/31/05     376,490      363,009   1.52                  Fee
  152       290,533       310,259       319,884         03/31/05     330,865      321,497   1.42                  Fee
  153       270,318       314,379                                    321,901      286,068   1.25                  Fee         18.0
  154                                                                503,520      470,555   1.72                  Fee
  155                                                                319,078      276,295   1.20                  Fee
  156       330,435       348,073       351,108         02/28/05     343,032      303,032   1.38                  Fee
  157       258,655       246,481       318,535         03/31/05     338,374      302,399   1.32                  Fee         15.0
  158       426,555       392,941                                    381,875      346,903   1.44                  Fee
  159       302,497       312,702       325,565         02/28/05     316,092      289,987   1.32                  Fee
  160                                   239,325         04/30/05     309,147      295,147   1.28                  Fee
  161                     422,078                                    391,953      339,876   1.52                  Fee
  162       173,407       393,300                                    436,083      423,522   1.39                  Fee
  163                                                                239,833      239,833   1.10                  Fee
  164       211,167       306,193                                    332,093      294,473   1.30                  Fee
  165       330,377       337,970                                    295,433      282,746   1.44                  Fee         18.0
  166                                                                298,408      280,509   1.39                  Fee          8.0
  167                      15,424       108,501         04/30/05     322,660      281,892   1.40                  Fee
  168       470,539       447,497                                    434,725      391,970   1.87                  Fee
  169                                                                278,604      262,153   1.30                  Fee
  170       457,298       454,221       477,582         03/31/05     455,930      408,893   1.14                  Fee         15.0
  171       409,848       395,524                                    476,243      444,155   1.96                  Fee
  172       285,958       291,630       274,158         02/28/05     261,061      241,621   1.34                  Fee
  173       197,462                     272,878         06/14/04     485,519      447,707   1.98                  Fee          8.0
  174       104,453       147,019       164,806         04/30/05     252,179      234,126   1.23                  Fee
  175                     245,350       245,314         03/31/05     251,605      237,105   1.32                  Fee
  176       265,992       261,252       251,522         03/31/05     247,425      239,359   1.42                  Fee
  177       358,591       363,112       375,318         04/30/05     357,824      332,549   1.84                  Fee         12.0
  178       292,705       305,504       288,517         03/31/05     262,911      253,240   1.42                  Fee
  179       250,791       305,414       260,405         03/31/05     281,222      273,216   1.42                  Fee
  180       344,795       324,004                                    395,664      375,937   2.23                  Fee
  181       219,572       253,814       253,028         02/28/05     257,656      243,558   1.22                  Fee
  182                     257,741                                    225,301      201,410   1.58                  Fee
  183                                   209,415         03/31/05     244,453      237,653   1.35                  Fee
  184       461,528       423,821                                    404,046      355,458   2.05                  Fee
  185        16,248        76,751       117,180         04/30/05     220,041      185,517   1.20                  Fee
  186                                                                234,939      227,510   1.44                  Fee
  187       192,564       183,734       180,718         02/28/05     191,076      180,676   1.21                  Fee
  188       247,976                     269,163         08/31/04     247,973      228,106   1.39                  Fee
  189       133,982       226,788       255,510         03/31/05     237,320      229,787   1.48                  Fee
  190                                                                190,636      175,513   1.35                  Fee          4.0
  191       113,063       143,716                                    248,012      232,185   1.61                  Fee
  192       153,607       134,145       139,643         04/30/05     145,490      132,990   1.22                  Fee          5.0
  193       132,514       135,015       134,912         04/30/05     141,421      129,171   1.22                  Fee          5.0
  194       145,962       191,806                                    207,724      186,431   1.82                  Fee
  195                                                                114,266      108,839   1.30                  Fee
</TABLE>



<TABLE>

                                                         UPFRONT ESCROW(13)
        ---------------------------------------------------------------------------------------------------------------------------

         UPFRONT CAPEX    UPFRONT ENGIN.   UPFRONT ENVIR.    UPFRONT TI/LC     UPFRONT RE TAX     UPFRONT INS.      UPFRONT OTHER
LOAN #      RESERVE ($)       RESERVE ($)      RESERVE ($)      RESERVE ($)        RESERVE ($)      RESERVE ($)        RESERVE ($)
- ------      -----------       -----------      -----------      ------------       -----------      -----------        -----------

   1
  1.1
  1.2
  1.3
   2             5,502                                           2,545,000          1,138,258          478,333
   3                                                                                  209,619
   4
   5
   6                             107,536                                                               333,650
   7                                                             1,250,000            146,344           11,094
   8                             261,563          328,500                             299,716            7,504
   9                                                                                  268,955           69,334            425,817
  10                                                             2,500,000             14,523           23,135            200,000
  11             2,475                                                                 81,078           25,509
  12                                                                                  368,990           12,225
  13             1,702            17,164                            16,667             80,500            7,073            482,237
  14             1,751            63,330                                              175,200           18,993             70,000
  15                                                               750,000            140,896           31,782
  16           120,000                                             250,000             29,699            3,982            750,000
  17                               9,375                                              220,687           42,626
  18                               9,375                                              205,886
  19
  20             1,201                              1,000            4,167             65,318           16,794            310,214
  21
  22             2,501                                               2,500             78,500           24,000
  23                                                                                   86,152           19,387
  24                              23,993                                               62,926           21,268
  25             8,333                                                                 56,607          111,874          1,000,000
  26
  27                                                             1,500,000             15,065            4,355
  28
  29             1,561            48,500                             5,000            106,451           18,701
  30            80,000                                             250,000             67,401           45,979
  31             7,452            19,063                           154,167             39,455           19,337
  32             1,117                              1,250            5,587            199,393           20,375            724,000
  33
  34            14,051           403,633                                              115,500           48,640
  35
  36
  37                                                             2,175,746             55,217            1,500          1,000,000
  38                                                                                   55,772           12,582          3,200,000
  39           274,195            55,000                                              112,200           36,574
  40
  41                                                                                   92,483           30,250
  42
  43                                                                                    7,584           38,326
  44               704             2,656                                               98,799                              33,000
  45                                                                                  174,928            6,854
  46                              20,213                                               19,658           10,599
  47           205,000                                                                 25,205            9,000
  48
  49             4,767                                                                 69,967           24,565            260,000
  50
  51             1,209            14,375            3,000            6,043            114,000            8,195            380,000
  52
  53
  54                                                                                   34,763            5,336
  55                              57,684                           450,000            115,631           15,547            111,600
  56                           1,639,243                                               20,311           31,311
  57             1,660                              1,000            4,167             38,811           21,758             52,000
  58
  59                               5,000                                               91,844           34,347
  60                                                                                  106,412           19,467
  61
  62             6,458            79,438                                               54,316            4,300              4,306
  63             1,009           100,000                                              119,513           31,629
  64             1,748                                             110,809             67,854           25,639
  65             2,715                                             200,000            190,549           34,892            250,000
  66
  67            70,000                             29,000                             105,524           21,977
  68                                                                                  210,850
  69                             256,834                                               73,443           21,465
  70                                                                                   12,672           17,777
  71               697           241,990            1,250            4,167             41,943            9,018
  72
  73             2,077           383,688                            13,333             30,845            8,910
  74             1,464                                               4,584             40,688            2,892            800,000
  75                                                                                   76,794          103,949
  76             2,083            95,000                             3,750             79,643            4,578              2,188
  77             1,643                                               3,333            139,348           16,987            750,000
  78                                                                                   88,431           19,498
  79             1,851                                                                                   5,715
  80
  81                             275,625                                               62,072            6,041
  82             2,845                                                                 19,282           31,387            600,000
  83
  84                             129,728                           100,000             16,501            2,481
  85            16,770           125,000          270,000                              17,249           13,731
  86                                                                                   56,301            5,494
  87            51,865                                             160,417            130,857           15,597
  88                                                               500,000             73,259            4,691
  89                             117,947                                              127,651          236,890
  90               545            35,775                                               13,292            6,995
  91
  92            15,026                                              30,833            139,267           14,964             65,000
 92.1
 92.2
 92.3
 92.4
 92.5
 92.6
 92.7
  93             1,837                                              21,170             69,521           16,597            300,000
  94             3,125                                                                 60,916           20,620
  95             5,425             6,250                                               56,052           43,276            200,000
  96
  97                                                                                   56,084           19,733
  98                              26,681                                               23,797            2,286
  99               760                                                                114,500           36,740
  100            2,917            68,663                                               11,123           33,081
  101              685                                               3,655              5,215            1,885
  102              268                              1,250            2,750             14,950           10,559
  103                                                                                  86,789            4,350
  104                                                                                 102,151
  105            2,800             2,500                                                6,709            4,441            442,000
  106                                                                                  21,097            3,849
  107                                                                                   7,677            7,687
  108                                                                                   1,168           31,361
  109                             49,050                                               77,151            5,075
  110
  111            1,315                                                                 14,058            8,491
  112                                                                                  18,272            5,395
  113            1,082                                                                120,847
  114                                                              100,000              4,840            1,935
  115              605                                               3,167             48,333            3,612
  116           20,000            96,810                            70,000             77,819           10,289             43,253
  117            1,667            12,125           10,000                              29,335           11,529
 117.1
 117.2
  118                                                                                  18,524              550
  119            3,750            10,000                             4,167             83,723            9,487
  120           73,656            88,675                           103,185             10,127            3,307
  121              736           150,000           13,125            2,667             28,214            7,109
  122                                                              200,000             66,843              690
  123
  124           58,575                                                                  9,325           23,827
  125              841           460,000                            10,417             43,575            9,533
  126            4,500                                                                 27,474            9,699
  127
  128                                                                                  76,557            4,500
  129            1,266                                                                 66,638           14,269
  130           14,989                                             137,500             60,255            8,831             10,000
 130.1
 130.2
  131                                                                                  36,829              926
  132            1,812                                             700,000             23,145           13,215
  133                                                                                  15,855              550
  134              984                                             370,000             34,792            5,989             47,608
  135              734                                                                 72,298           10,707
  136              226                                             124,000             22,500           13,095            376,000
  137            1,146                                             250,000             45,125            4,715            234,000
  138            2,675           127,875                                               45,232           12,600
  139                                                               75,000             20,436            2,698
  140              504                                               4,167             25,181            5,516
  141              517                                                                 64,665            4,780
  142                              3,500                                               15,988           23,720
  143              399                                               2,127              2,541              605                150
  144           79,702            50,000                                                5,802           29,232
  145            5,473             9,375                                               33,835           29,623
  146            1,986                                                                 74,529            5,326
  147                                                                                  26,915            2,548
  148                            168,938                                               18,041            1,868
  149                             13,375                                               16,889           14,379
  150                                                                                  28,202            4,521              8,550
  151           40,500           262,000                                                1,544            1,771
  152                                                                                  10,835              550
  153                            476,500                           300,000             27,581            1,300
  154                                                                                  44,470            3,254
  155                              7,766                                               26,550            1,716
  156                                                                                  35,472           33,635
  157                                                               50,000              3,716            2,651
  158                                                                                  56,393           21,384
  159                                                               20,000              2,202            1,662
  160            1,167                                                                  4,832           18,893
  161                                                                                  33,636
  162                              1,250                                               45,750            6,750
  163
  164              723                                               3,000              8,454              936
  165
  166                                                               66,000             26,441           12,341
  167              351                                               1,667             34,500            6,617
  168                                                                                  25,970
  169                                                               30,000              4,930            1,523              4,440
  170
  171           11,352                                                                 25,136            6,129
  172              833            14,688                                               19,101            6,860
  173            1,070                              1,000            2,024             15,080            1,770
  174                                                                                  26,695
  175            1,208                                                                 26,067            2,349
  176                                                                                   8,540              550
  177                                                                                   4,737              517
  178                                                                                  12,669              550
  179                                                                                  10,515              550
  180              653                                                                 28,417            4,716
  181                                                                                  13,579            5,592
  182
  183              567            31,875                                                3,678            7,854            100,000
  184                                                                                  38,238
  185                                                                                   3,514            4,505
  186               75                                              25,000             13,562            3,167
  187                                                                                   2,066           11,030
  188              997                                               2,083              2,721            2,250
  189                                                                                  36,374           11,613
  190                                                                                   2,400            1,216
  191                                                                                   2,551              805
  192                             14,706                                               12,190            8,054            175,000
  193                             16,544                                               11,713            9,897            125,000
  194                             22,500                                               14,522
  195
</TABLE>



<TABLE>

                                                      MONTHLY ESCROW(14)
        ---------------------------------------------------------------------------------------------------------------

         MONTHLY CAPEX     MONTHLY ENVIR.     MONTHLY TI/LC      MONTHLY RE TAX      MONTHLY INS.        MONTHLY OTHER      SINGLE
LOAN #      RESERVE ($)        RESERVE ($)       RESERVE ($)         RESERVE ($)       RESERVE ($)          RESERVE ($)     TENANT
- ------      -----------        -----------       -----------         -----------       -----------          -----------     ------

   1                                                                                                                          No
  1.1                                                                                                                         No
  1.2                                                                                                                         No
  1.3                                                                                                                         No
   2             5,502                               45,000             162,608            34,167                             No
   3                                                                     69,873                                               No
   4                                                                                                                         Yes
   5                                                                                                                          No
   6             5,950                                                   37,153            23,832                             No
   7             1,873                                                   48,781             5,547                             No
   8                                                                     29,972             3,752                             No
   9                                                                     33,619             8,667                             No
  10                                                                      7,262             2,892                             No
  11             2,475                                                   27,026             2,551                            Yes
  12             8,000                                                   52,713             4,075                             No
  13             1,702                               16,667              40,250             2,358                             No
  14             1,751                                                   29,200             2,374                             No
  15             2,330                                                   17,612             2,889                             No
  16             3,821                                                   29,699             3,982                             No
  17                                                                     24,521             7,104                             No
  18                                                                     29,412                                               No
  19                                                                                                                          No
  20             1,201                                4,167              32,659             3,009                             No
  21                                                                                                                          No
  22             2,501                                2,500              13,083             4,000                             No
  23             2,490                               37,038              33,303             1,762                             No
  24             1,383                                9,167              31,463             1,933                             No
  25             8,333                                                   18,869             7,991                             No
  26                                                                                                                         Yes
  27             1,437                                                   15,065             4,355                            Yes
  28                                                                                                                          No
  29             1,561                                5,000              15,207             6,234                             No
  30                                                                     33,701             3,109                             No
  31             2,452                                4,167              13,152             2,137                             No
  32             1,117                                5,587              19,939             6,792                             No
  33                                                                                                                         Yes
  34            14,051                                                   12,833             4,864                             No
  35                                                                                                                          No
  36                                                                                                                          No
  37               887                               12,500              11,043             1,500                             No
  38             1,548                                5,000              18,591             1,398                             No
  39            24,195                                                   19,744             6,096                             No
  40                                                                                                                          No
  41             1,669                                                   18,497             2,750                             No
  42                                                                                                                          No
  43               437                                                    7,584            12,775                             No
  44               704                                                   10,453                                  3,460       Yes
  45                                                                     24,990                                               No
  46             1,308              4,500                                 9,829             2,650                            Yes
  47             5,000                                                    8,366             3,000                             No
  48                                                                                                                          No
  49             4,767                                                   13,993             4,094                             No
  50                                                                                                                          No
  51             1,209                                6,043              28,500             2,049                             No
  52                                                                                                                         Yes
  53                                                                                                                          No
  54             1,088                                                    5,794             2,668                             No
  55             2,393                                                   10,512             5,182                             No
  56             3,500                                8,333              20,311            15,692                             No
  57             1,660                                4,167               9,703             2,418                             No
  58                                                                                                                          No
  59             2,491                                                   30,615             5,724                             No
  60             4,596                                                   15,202             6,489                             No
  61                                                                                                                         Yes
  62             6,458                                                   13,579             4,300                4,306        No
  63             1,009                                                   44,602             3,954                             No
  64             1,748                               10,809              22,618             2,331                             No
  65             2,715                                                   21,172             3,489                             No
  66                                                                                                                          No
  67             1,843                                                   13,249             1,998                             No
  68                                                                     30,121                                               No
  69             3,547                                6,667              18,361             1,651                             No
  70             4,133                                                    6,336             1,766                             No
  71               697                                4,167               6,990             2,255                             No
  72                                                                                                                          No
  73             2,077                               13,333              15,422             2,228                             No
  74             1,464                                4,584               8,138             1,446                             No
  75             6,459                                                   10,971            17,325                             No
  76             2,083                                3,750              11,378               494                  219        No
  77             1,643                                3,333              11,953             1,213                             No
  78                                                                      9,826             3,250                             No
  79             1,851                                                                      1,905                            Yes
  80                                                                                                                          No
  81                                                                     12,414             3,020                             No
  82             2,845                                                    9,641             3,487                             No
  83                                                                                                                          No
  84             1,292                                3,417              16,501             2,481                             No
  85               732                                                    8,625             1,056                             No
  86               615                                2,500               9,384               916                             No
  87             1,865                               10,417              14,540             7,799                             No
  88             1,910                                                   14,652             1,173                             No
  89            21,894                                                   18,236            26,321                             No
  90               545                                                    2,658               636                            Yes
  91                                                                                                                          No
  92             1,526                                5,833              17,408             4,988                             No
 92.1                                                                                                                        Yes
 92.2                                                                                                                         No
 92.3                                                                                                                         No
 92.4                                                                                                                        Yes
 92.5                                                                                                                        Yes
 92.6                                                                                                                        Yes
 92.7                                                                                                                        Yes
  93             1,837                                1,170               5,348             4,149                             No
  94             2,480                                7,500              15,229             1,875                             No
  95             5,425                                                    6,228             3,784                             No
  96                                                                                                                         Yes
  97             2,200                                                    7,011             1,973                             No
  98             1,810                                                    5,949             2,286                             No
  99               760                                3,293                                                                  Yes
  100            2,917                                                    5,561             3,308                             No
  101              685                                3,655               5,215               942                             No
  102              268                                2,750               4,983             1,320                             No
  103              356                                2,367              10,849                                               No
  104            1,560                                7,462              14,593                                               No
  105            2,800                                                    3,354             1,480                             No
  106            1,750                                                    7,032             1,924                             No
  107            3,910                                                    2,559             2,562                             No
  108              243                                                    1,168             7,840                             No
  109            2,132                                                   12,859             2,538                             No
  110                                                                                                                        Yes
  111            1,315                                                   14,058               943                            Yes
  112              304                                  759               3,045               771                             No
  113            1,082                                                   15,106                                               No
  114              906                                4,167               4,840               968                             No
  115              605                                3,167               4,833               452                             No
  116                                                                     9,727             2,076                             No
  117            1,667                                                    9,778             1,527                             No
 117.1                                                                                                                        No
 117.2                                                                                                                        No
  118              581                                                    2,315               550                             No
  119            3,750                                4,167              11,960             2,372                             No
  120              430                                                    5,064               661                             No
  121              736                                2,667               5,643             2,370                             No
  122              488                                4,167              11,140               690                             No
  123                                                                                                                        Yes
  124            2,500                                                    3,108             2,647                             No
  125              841                               10,417               6,225             1,589                             No
  126            4,500                                                    4,579             3,233                             No
  127                                                                                                                         No
  128                                                                     8,506             1,500                             No
  129            1,266                                                   11,106             1,297                             No
  130              989                                2,500               7,532             2,944                             No
 130.1                                                                                                                        No
 130.2                                                                                                                        No
  131              178                                2,917               7,366               463                             No
  132            1,812                                                    7,715             1,201                             No
  133              911                                                    1,982               550                             No
  134              984                                                    5,799               881                             No
  135              734                                                    7,230             1,785                             No
  136              226                                                    5,625             1,637                             No
  137            1,146                                                    9,025             1,572                             No
  138            2,675                                                    9,046             3,087                             No
  139              298                                2,087               3,406               675                             No
  140              504                                4,167               5,036               788                             No
  141              517                                                    8,024               435                            Yes
  142            2,500                                                    3,198             2,654                             No
  143              399                                2,127               2,541               605                             No
  144            4,702                                                    5,802             2,706                             No
  145            5,473                                                    6,767             5,925                             No
  146            1,986                                                    9,894             1,593                             No
  147            1,914                                                    3,364             2,548                             No
  148            1,369                                                    4,510               934                             No
  149            1,733                                                    3,378             1,438                             No
  150              142                                2,404               3,525               932                             No
  151                                                                     1,544               886                             No
  152              293                                                    1,354               550                             No
  153              548                                                    3,065             1,300                             No
  154              126                                                    3,706               651                             No
  155              635                                2,500               8,850               858                             No
  156            3,333                                                    5,067             3,737                             No
  157              705                                2,281               1,858               379                             No
  158                                                                     7,049             1,839                             No
  159              443                                1,667               2,202               554                             No
  160            1,167                                                    2,416             1,574                             No
  161                                                                     5,606                                               No
  162              241                                                    5,083             2,250                             No
  163                                                                                                                        Yes
  164              723                                3,000               4,227               312                             No
  165                                                   917                                                                   No
  166              137                                1,356               4,808             1,122                             No
  167              351                                1,667               3,833             1,103                             No
  168                                                                     4,328                                               No
  169              226                                                    4,930                                               No
  170                                                                                                                         No
  171                                                                     3,591               681                             No
  172              833                                                    6,367               882                             No
  173            1,070                                2,024               2,513               590                             No
  174              215                                1,290               3,833                                    688        No
  175            1,208                                                    2,270             1,101                             No
  176              252                                                    4,270               550                             No
  177                                                                     2,369               517                             No
  178              453                                                    1,584               550                             No
  179              312                                                    1,314               550                             No
  180              653                                                    2,583               590                             No
  181                                                                     2,716               559                            Yes
  182                                                                                                                         No
  183              567                                                    1,226             1,122                             No
  184                                                                     5,463                                               No
  185              377                                2,500                 390             1,126                             No
  186               75                                                    1,937               452                             No
  187              975                                                    2,066             1,576                             No
  188              997                                2,083               1,360                                               No
  189              210                                                    4,042             1,161                             No
  190              210                                1,050               2,400               304                             No
  191              410                                  942                 850               402                             No
  192            1,042                                                    2,032               895                             No
  193            1,021                                                    1,952             1,100                             No
  194                                                                     2,420                                               No
  195                                                                                                                        Yes
</TABLE>



<TABLE>

                                                                LARGEST TENANT
                ---------------------------------------------------------------------------------------------------------------
                                                                                                                     LEASE
    LOAN #      LARGEST TENANT                                                                         UNIT SIZE  EXPIRATION
    ------      --------------                                                                         ---------  ----------

       1
      1.1
      1.2
      1.3
       2        City of New York                                                                         216,646   07/23/10
       3        Cinamerica Theatre                                                                        32,562   11/30/21
       4        Interenet Security Systems, Inc.                                                         289,000   05/31/13
       5        Qwest Communications                                                                     161,141   06/30/14
       6        Wal-Mart                                                                                 209,621   08/13/27
       7        Home Depot                                                                               104,664   01/01/36
       8        99 Ranch Market                                                                           30,500   03/31/08
       9        JC Penney                                                                                 82,603   09/30/24
      10        Talbot's                                                                                   9,603   01/31/17
      11        Discovery Communications                                                                 148,530   03/31/15
      12
      13        Hansen, Jacobson, Teller, Hoberman, Newman, Warren, Sloane & Richman                      20,846   09/30/10
      14        Ross Dress for Less                                                                       30,187   01/31/15
      15        Home Health Clinical Services                                                             32,155   12/31/05
      16        REI                                                                                       27,000   05/09/15
      17        Sears                                                                                    107,806   08/31/18
      18
      19        Dominick's Fine Foods                                                                     74,495   04/30/17
      20        Stater Bros. Market                                                                       43,235   06/30/23
      21        Mollie Stones Markets                                                                     32,110   09/30/26
      22        Kohl's                                                                                    88,408   03/31/25
      23        D.C. Government                                                                          111,400   09/30/07
      24        Wild Oats Market                                                                          30,000   12/31/15
      25
      26        Capital One Services                                                                     225,220   03/13/10
      27        Capital One Services                                                                     157,819   05/10/10
      28        Albertson's                                                                               35,068   10/31/08
      29        Albertson's                                                                               29,765   09/30/07
      30        Movie Grille Concepts I, Ltd.                                                             30,977   02/28/10
      31        Ukrop's                                                                                   58,473   08/31/10
      32        Coldwell Banker                                                                            7,997   09/30/07
      33        IKON                                                                                     157,790   01/31/13
      34
      35        Giant Food                                                                                21,750   09/30/07
      36        Super Fresh                                                                               41,223   02/28/16
      37        Illinois Bone & Joint Institute                                                           54,024   10/31/15
      38        Gooding's Supermarket                                                                     39,000   11/30/44
      39
      40        Safeway                                                                                   48,893   08/01/11
      41        Office Max                                                                                24,000   09/30/09
      42        Giant Food                                                                                28,161   02/28/13
      43        Wendy's                                                                                    5,885   04/30/15
      44        Bed Bath & Beyond                                                                         84,450   01/31/20
      45        Farmer Jack/A&P                                                                           55,124   01/31/15
      46        Sharp Healthcare                                                                          49,303   10/31/11
      47
      48        AT&T                                                                                     103,500   08/31/10
      49
      50        Farmer Jacks                                                                              57,328   04/30/11
      51        Max & Benny's Restaurant & Deli, Inc.                                                     11,885   02/28/14
      52        The Dial Corporation                                                                     129,689   08/31/08
      53        Dominicks                                                                                 50,094   03/12/11
      54
      55        Stein Mart                                                                                34,677   10/01/06
      56        CNC Associates                                                                           193,000   05/31/19
      57        Rite Aid                                                                                  27,462   04/30/16
      58        Ralphs Grocery Co.                                                                        40,775   11/30/08
      59        Babies R Us                                                                               89,379   11/30/09
      60
      61        Kerr McGee                                                                               101,111   06/30/14
      62
      63        Ivarone Brothers                                                                          12,375   04/30/24
      64        KPMG                                                                                      29,356   03/31/10
      65        Albertson's                                                                               57,830   04/09/25
      66        Playboy Enterprises, Inc.                                                                 63,049   10/31/12
      67        AC Moore                                                                                  29,000   05/30/11
      68
      69        Tops                                                                                      66,120   08/31/12
      70
      71        Fresenius Medical Care                                                                    11,580   12/31/10
      72        Nob Hill                                                                                  31,833   01/13/15
      73        Wall, Einhorn & Chernitzer                                                                32,187   10/31/15
      74        Curtiss Wright Inc.                                                                       27,197   08/31/06
      75
      76        TJ Maxx                                                                                   31,000   01/31/08
      77        Century 21                                                                                17,112   04/30/12
      78        Beall's Outlet Stores, Inc.                                                               29,590   04/30/10
      79        ABB Inc.                                                                                 111,040   12/31/14
      80        Shoppers Food Warehouse                                                                   49,028   05/31/07
      81        ComGraphics, Inc.                                                                         53,091   04/30/09
      82        Deluxe Moving & Storage                                                                   16,240      MTM
      83        Allstate Insurance Company                                                                84,200   08/31/12
      84        Cooper, Levenson                                                                           7,550   04/30/07
      85        Murrieta University, Inc.                                                                  5,200   08/31/06
      86        Modells                                                                                   19,850   07/31/25
      87        GSA-US Customs STC                                                                        25,627   03/12/10
      88        Electric Boat                                                                             61,356   12/31/08
      89
      90        US General Services Administration                                                        43,599   10/24/24
      91        Pick N Save                                                                               69,090   12/31/09
      92        Department of Revenue                                                                     15,598   12/31/09
     92.1       Allied Home Mortgage                                                                       3,700   02/29/08
     92.2       Department of Revenue                                                                     15,598   12/31/09
     92.3       Johnson Medical                                                                            6,500   08/31/09
     92.4       Dominion International Ministries                                                          8,315   05/31/08
     92.5       Faith Christian Center, Inc.                                                               6,931   11/30/07
     92.6       Renee's Golden                                                                             2,990   02/28/08
     92.7       El Ranchero                                                                                1,941   12/31/07
      93
      94        GSA - FDA                                                                                 26,017   11/30/07
      95
      96        Metris                                                                                   101,100   01/31/10
      97
      98
      99        Greensboro Cinema, LLC                                                                    60,806   03/03/20
      100
      101       Construction Resources Group Inc.                                                          4,685   04/30/09
      102       Don Cuco's Inc.                                                                            4,002   01/31/17
      103       Chase Bank                                                                                 6,000   04/30/17
      104       Giant Foods                                                                               53,820   08/31/10
      105
      106
      107
      108       Gladys Cafe                                                                                1,753   03/31/15
      109
      110       Principal Life Insurance Company                                                          61,180   01/31/12
      111       Department of Veterans Affairs                                                            63,141   08/04/14
      112       CVS                                                                                       13,813   01/31/24
      113       Hobby Lobby                                                                               50,895   12/31/14
      114       Safeco Insurance                                                                          12,570   03/31/07
      115       IHC Health Services, Inc.                                                                 16,042   01/31/10
      116       CVS Pharmacy                                                                               8,640   02/17/10
      117
     117.1
     117.2
      118
      119       Brookshire Grocery Store                                                                  44,800   04/21/17
      120       Kragen Autoworks                                                                           6,921   02/28/06
      121       Dallas Ballet Center                                                                       8,432   08/31/07
      122       Pasquinelli Portrait Homes                                                                 6,650   12/31/07
      123       Circuit City                                                                              37,766   12/31/14
      124
      125       Chase Credit                                                                              20,269   08/31/08
      126
      127       Consolidated Delivery and Logistics                                                       19,920   01/31/07
      128       US Imaging Solutions, Inc.                                                                42,724   07/31/10
      129       Geotrace Technologies, Inc.                                                               30,872   04/30/07
      130       Record Search                                                                             13,958   12/31/05
     130.1      SFI Hospital                                                                               2,487   07/31/07
     130.2      Record Search                                                                             13,958   12/31/05
      131       Illinois Central Hospital                                                                 10,019   02/29/12
      132       General Dynamics Corporation                                                              18,515   01/31/06
      133
      134       CityNet LLC                                                                               13,000   02/28/10
      135       Albertson's                                                                               53,261   04/30/27
      136       Restaurant Vinci's                                                                         6,362   06/01/15
      137       Summit Bank                                                                               39,153   04/30/10
      138
      139       American Mortgage                                                                          4,200   12/31/06
      140       Kidnastics                                                                                 4,340   08/31/11
      141       Department of Veterans Affairs                                                            31,000   03/24/15
      142
      143       Renal Treatment Centers                                                                    7,250   06/30/14
      144
      145
      146
      147
      148       Ace Hardware                                                                              20,000   02/28/15
      149
      150       Las Palmas                                                                                 4,886   12/31/12
      151
      152
      153       United States Fish & Wildlife                                                             20,821   01/31/10
      154       Renal Care Partners                                                                        6,000   08/14/14
      155       SNS Energy                                                                                 3,300   05/31/09
      156
      157       Alza Corporation                                                                           6,734   12/31/06
      158       Marson Procision Manufacturing                                                             8,427   04/30/10
      159       El Rey- Restaurant                                                                         6,494   07/31/07
      160
      161       Harbor Freight                                                                            14,000   12/31/10
      162
      163       CVS                                                                                       10,880   12/31/29
      164       Practice Management Inc.                                                                  11,293   08/31/17
      165       Epoch Films                                                                                4,132   03/01/08
      166       Payless Shoes Store                                                                        2,868   04/22/10
      167       LJ Shrimp House                                                                            3,481   10/31/09
      168       Gullifty's                                                                                10,875   09/30/08
      169       Complete Fly Fishing                                                                       2,800   03/31/14
      170       Castle Carpet, Inc.                                                                        4,760   08/31/05
      171       Social Security (GSA)                                                                     20,701   09/30/13
      172
      173       BC Products, Inc.                                                                         22,550   04/30/25
      174       Half Price Books                                                                           8,075   09/30/12
      175
      176
      177       Cyco-Path Bike Shop                                                                        4,250   03/31/09
      178
      179
      180       Food Lion, LLC                                                                            33,000   08/08/21
      181       Sara Lee Bakery                                                                           44,800   09/30/17
      182       Chipotle Mexican Grill                                                                     4,500   12/31/11
      183
      184       Family Dollar                                                                              6,890   12/31/05
      185       YMCA                                                                                       7,000   07/21/09
      186       Golden Dome Enterprises                                                                    2,250   03/21/15
      187
      188       Food Lion                                                                                 30,280   04/20/10
      189
      190       Fox Fire Teas                                                                              1,390   05/31/07
      191       Town & Country Cleaners                                                                    6,025   05/30/20
      192
      193
      194       American Homepatient                                                                       3,750   04/30/08
      195       Advanced Stores Company                                                                    7,000   03/31/20
</TABLE>



<TABLE>

                                                       2ND LARGEST TENANT
                ----------------------------------------------------------------------------------------------
                                                                                                       LEASE
    LOAN #      2ND LARGEST TENANT                                                      UNIT SIZE   EXPIRATION
    ------      ------------------                                                      ---------   ----------

       1
      1.1
      1.2
      1.3
       2        Quick & Reilly (NB Holdings)                                               48,848    06/30/09
       3        Bristol Farms                                                              31,067    11/30/16
       4
       5        NCS Pearson Inc.                                                           49,314    12/31/13
       6        Sears                                                                     121,044    07/26/16
       7        Stop & Shop                                                                55,556    07/01/12
       8        Bank of America                                                            11,515    06/30/06
       9        Belk                                                                       73,777    03/04/24
      10        Damon's Grill                                                               7,175    08/31/19
      11
      12
      13        Browne & Woods LLP                                                         13,723    11/30/12
      14        Bed Bath & Beyond                                                          28,000    01/31/15
      15        Canon                                                                      19,520    06/30/06
      16        Plaza Park Salon                                                           20,000    01/14/12
      17        American Multi-Cinema, Inc.                                                54,805    12/31/16
      18
      19        Elston Ace Hardware                                                        10,800    08/31/08
      20        Blockbuster                                                                 4,800    06/30/08
      21        Longs Drug Store                                                           27,111    02/28/10
      22        Regal Cinemas                                                              77,684    04/30/18
      23        CVS                                                                         7,969    01/31/11
      24        TJ Maxx                                                                    27,120    01/31/09
      25
      26
      27
      28        Rite Aid                                                                   17,050    04/30/09
      29        Ace Hardware                                                               22,522    02/28/16
      30        Bridgestone/Firestone, Inc.                                                 8,014    10/31/14
      31        American Family Fitness                                                    32,000    02/28/11
      32        EWM - First Reserve                                                         7,468    02/28/06
      33
      34
      35        CVS                                                                        15,000    12/31/08
      36        Parkville Lanes                                                            22,000    01/31/08
      37        Illinois Sports Medicine and Orthopedic Surgery Center, LLC                14,860    12/31/16
      38        Landry's Seafood House                                                      7,000    03/22/19
      39
      40        TJ Maxx                                                                    25,220    06/30/12
      41        Jo-Ann Fabrics & Crafts                                                    19,500    01/31/06
      42        CVS                                                                        10,000    01/31/24
      43        Gold's Gym                                                                  3,918    12/31/05
      44
      45        N.Y. Hair Care                                                             13,094    03/11/10
      46
      47
      48        Jordan Associates                                                          25,000    12/31/08
      49
      50        Dunham's Sports                                                            24,087       MTM
      51        Trader Joe's                                                               11,000    01/31/06
      52
      53        Toys R Us                                                                  38,580    01/31/07
      54
      55        Books-A-Million                                                            25,400    01/01/07
      56        Harborlite Distribution Corp                                              136,000    12/31/05
      57        Goodwill Industries of Southern California                                 12,600    01/31/11
      58        Rite Aid                                                                   17,700    05/31/14
      59        Pathmark                                                                   58,349    03/31/25
      60
      61
      62
      63        CVS                                                                         7,200    01/31/10
      64        BPBDK, LLC                                                                 23,879    06/30/09
      65        Health Minds, Inc.                                                         17,370    03/31/06
      66        Sony Electronics                                                           20,203    08/31/09
      67        Good Will Industries                                                       13,500    07/31/10
      68
      69        Marc's                                                                     40,487    07/31/11
      70
      71        La Sierra Veterinary Hospital                                               5,823    06/30/14
      72        Longs Drugs                                                                26,495    05/31/10
      73        RBC Centura Bank                                                           21,948    11/30/14
      74        Eurotherm Controls Inc.                                                    20,127    03/31/10
      75
      76        Stax's Peppermill                                                           9,910    08/31/07
      77        Qwiz Inc.                                                                  16,144    02/28/12
      78        Dockside Imports                                                           24,887    02/28/08
      79
      80        Goodwill Industries                                                        12,336    06/30/09
      81        Chicago Art Production                                                     46,104    02/28/07
      82        Meyer's Moving & Storage                                                    9,960       MTM
      83        Holladay Property Services                                                  5,756    09/30/06
      84        Underwriters Marketing                                                      5,774    12/31/05
      85        Samis Market & Liquor                                                       3,016    05/31/08
      86        Blast Fitness                                                              11,975    04/30/16
      87        Department of Financial Services                                           20,110    06/30/07
      88        State of Connecticut Department of Labor                                   13,912    08/31/09
      89
      90
      91        Harbor Freight Tools                                                       14,160    05/31/08
      92        Dominion International Ministries                                           8,315    05/31/08
     92.1
     92.2       Behnke & Associates                                                         5,544    12/31/06
     92.3       South Broward Hospital                                                      4,000    08/31/08
     92.4
     92.5
     92.6
     92.7
      93
      94        GSA - OHA                                                                  23,773    05/31/05
      95
      96
      97
      98
      99
      100
      101       5 Star Funding                                                              3,754    04/14/09
      102       Quintessentials, Inc.                                                       3,680    08/31/10
      103       Texans Credit Union                                                         5,490    08/31/09
      104       Funtime Cinemas                                                             7,750    03/31/06
      105
      106
      107
      108       Twelve Oaks                                                                 1,411    01/31/06
      109
      110
      111
      112       Franklin Bank                                                               2,200    08/31/14
      113       Kansas Department of Revenue                                                6,000    03/31/09
      114       Rehab Management                                                           12,297    03/31/11
      115       Glade, Wilcox, Conner                                                       6,946    10/31/16
      116       USA Karate                                                                  4,542    10/31/06
      117
     117.1
     117.2
      118
      119       Palais Royal, Inc.                                                         21,000    04/30/07
      120       Temecula Pawn & Coin                                                        3,107    11/30/06
      121       Sherwin Williams                                                            8,400    05/31/09
      122       Mosley & Martens, PC                                                        4,951    01/01/06
      123
      124
      125       California National Bank                                                    7,254    09/30/09
      126
      127       D&A Offset Services                                                        13,920    06/30/07
      128       Lupos Professional Hockey Institute, LLC                                   17,086    05/31/07
      129       A.I. & Associates, Inc.                                                     7,047    04/30/06
      130       Caregiver.com                                                               2,600    12/31/05
     130.1      Express Billing Solutions                                                   2,415    02/28/06
     130.2      Caregiver.com                                                               2,600    12/31/05
      131       Progressive Casualty Insurance                                              8,475    10/31/08
      132       Sonalysts, Inc.                                                            17,190    09/30/05
      133
      134       United Audit Systems                                                       14,287    12/31/09
      135       Total Fashion District                                                     21,000    11/30/06
      136       Union 76 Convenient Store/Gas Station                                       6,295    06/01/25
      137       Pay Day One                                                                11,822    01/31/10
      138
      139       Wells Fargo                                                                 4,122    10/01/08
      140       Armando's Caribbean                                                         3,113    05/31/14
      141
      142
      143       Think Omni Media LLC                                                        2,900    08/30/07
      144
      145
      146
      147
      148       Tops Market                                                                17,000    07/31/09
      149
      150       Alltel                                                                      3,200    11/30/08
      151
      152
      153       Warner Pacific College                                                      8,500    05/18/14
      154       Dawn's Early Light                                                          4,800    06/06/09
      155       Randstad Agency                                                             2,275       MTM
      156
      157       KC Engineering                                                              4,920    01/31/08
      158       Wolf Medical Supply                                                         8,386    12/31/05
      159       Lincare                                                                     3,400    05/31/07
      160
      161       Dollar General                                                              8,320    11/14/08
      162
      163
      164       SAIA Motor Freight Line                                                     7,374    11/30/10
      165       Here We Go Again                                                            2,800    12/01/08
      166       Maxcy's Grill                                                               2,700    06/22/15
      167       Torres Martial Arts                                                         2,549    05/31/09
      168       Dollar General                                                              7,489    02/28/06
      169       Cleaners                                                                    1,880    08/31/09
      170       Food Lines                                                                  4,320       MTM
      171       Valley Association for Independent Living                                   5,860    08/31/12
      172
      173       Martha Olson/Imperial                                                      13,525    02/28/07
      174       Pho Saigon Restaurant                                                       3,730    03/31/10
      175
      176
      177       My Buddies Pizza                                                            3,200    05/31/09
      178
      179
      180        Dollar General                                                             7,200    09/30/13
      181
      182       Pompan, Murray & Werfel                                                     1,210       MTM
      183
      184       Blockbuster                                                                 6,330    09/30/07
      185       Game Exchange                                                               4,000    03/09/10
      186       Tropical Smoothy Cafe                                                       2,142    11/30/09
      187
      188       Family Dollar                                                               7,000    12/31/08
      189
      190       American Family Insurance                                                   1,368    08/31/09
      191       Goodwill Industries                                                         5,415    03/15/06
      192
      193
      194       First Wok                                                                   3,150    09/30/06
      195
</TABLE>



<TABLE>

                                               3RD LARGEST TENANT
               ------------------------------------------------------------------------------------
                                                                                        LEASE
    LOAN #     3RD LARGEST TENANT                                         UNIT SIZE   EXPIRATION
    ------     ------------------                                         ---------   ----------

      1
     1.1
     1.2
     1.3
      2        Institute for Community Living                                28,804    12/31/13
      3        Copeland Sports                                               25,804    02/28/12
      4
      5        KEI Pearson, Inc.                                             39,038    12/31/13
      6        JC Penney                                                     55,863    07/31/16
      7        Bob's Stores                                                  39,800    07/01/15
      8        West Coast Seafood Buffet                                      9,964    08/31/14
      9        Hollywood Cinema                                              42,866    10/31/20
      10       Romano's Macaroni Grill                                        7,141      MTM
      11
      12
      13       Reproductive Medicine & Surgery Associates, Inc.              10,423    07/31/09
      14       Petsmart                                                      22,500    01/31/18
      15       Gannett - USA Today                                           16,118    03/31/06
      16       Mason McDuffie of Texas, Inc.                                 10,000    11/30/09
      17       Beall's Department Store                                      35,600    04/30/09
      18
      19       Party City                                                    10,100    09/30/08
      20       G.M.A.C.                                                       4,076    06/30/08
      21       Bayhill Gym & Fitness                                          9,690    08/14/09
      22       Prestige Wines                                                34,000    10/31/22
      23
      24       Ethan Allen                                                   11,495    10/31/06
      25
      26
      27
      28       Fitness 19                                                     8,400    05/31/14
      29       MKR Dance Studio                                               6,243    08/31/08
      30       BGCXX, LP (Blue Goose)                                         6,200    04/30/10
      31       CVS                                                           10,344    11/30/06
      32       Southeast Hunting & Fishing                                    4,110    02/28/09
      33
      34
      35       Mattress Man                                                   5,000    06/30/07
      36       Castlewood Realty Co.                                         11,870    06/30/15
      37       Medical Imaging Investments LLC                                6,270    02/28/15
      38       Florida Tire, Inc.                                             6,716    06/17/29
      39
      40       Blockbuster                                                    4,000    06/30/09
      41       Beverages & More                                              16,000    10/31/11
      42       Mountain Kim Tae Kwon Do                                       5,000    06/30/13
      43       Export Assist VI                                               2,907      MTM
      44
      45       CVS                                                           11,118    11/30/10
      46
      47
      48
      49
      50       Aco Hardware                                                  15,520    06/30/14
      51       Hancock Fabrics                                               11,000    04/30/07
      52
      53       Walgreens                                                     12,000    03/31/13
      54
      55       Petsmart                                                      23,000    05/01/14
      56       Real Time Delivery                                           103,500    06/30/09
      57       American Tire                                                  6,000    03/31/11
      58       Blockbuster Video                                              4,700    03/31/08
      59       Grand China Buffet                                             6,935    03/18/07
      60
      61
      62
      63       Umbertos                                                       5,120    12/31/22
      64       Merrill Lynch                                                  8,749    12/31/09
      65       Dollar General                                                 8,160    03/31/07
      66
      67       Lucille Roberts                                               10,700    03/31/16
      68
      69       Fashion Bug                                                    9,000    01/31/07
      70
      71       Auto Zone                                                      4,510    08/31/10
      72       Washington Mutual                                              4,500    04/30/13
      73       General Services Administration                               17,028    09/12/06
      74       Apex Gymnastics, Inc.                                         11,482    04/30/10
      75
      76       Thoughts of You                                                5,400    12/31/07
      77       VCG                                                           15,066    07/31/12
      78       Big Lots                                                      24,346    01/31/08
      79
      80       Pat's Hallmark                                                 3,570    01/31/06
      81       Equinox Group, Inc.                                           19,529    09/30/07
      82       Marrin's Moving & Storage                                      7,560      MTM
      83
      84       Neurology Consultants                                          5,110    03/31/11
      85       Woo Mi Sushi                                                   3,000    09/30/08
      86       Lefty Magoos                                                  10,400    06/30/09
      87       Humana Medical Plan, Inc                                      10,780    06/30/06
      88       Carlson Therapy Network                                        6,192    12/31/09
      89
      90
      91       Walgreens                                                     11,165    04/30/30
      92       Faith Christian Center, Inc.                                   6,931    11/30/07
     92.1
     92.2      Town & Country                                                 5,145    01/31/06
     92.3      Century Medical Center of Broward                              1,900    04/30/07
     92.4
     92.5
     92.6
     92.7
      93
      94       US Bankruptcy Court                                           23,760    12/31/07
      95
      96
      97
      98
      99
     100
     101       Rocksolid Granite                                              3,204    01/26/09
     102       Tutoring Club                                                  2,000    05/31/09
     103       Colter's                                                       5,324    06/30/16
     104       York Pet Supply                                                5,850    10/31/10
     105
     106
     107
     108       Philip Sturm                                                   1,324    06/30/10
     109
     110
     111
     112       Jack Brown Cleaners                                            2,000    08/31/09
     113       Jay Hawk Primary Care                                          5,600    03/31/08
     114       GetLoaded.com                                                  8,011    03/31/08
     115       AMD American Fork General Surgeons                             3,890    01/31/17
     116       Strike Zone                                                    3,975    12/31/09
     117
    117.1
    117.2
     118
     119       Rainbow Apparel of America                                     8,450    08/31/09
     120       Al & Ed's Autosound                                            3,016    02/28/09
     121       Peek's Carpet & Tile                                           6,000    12/31/09
     122       Commonwealth Land Title Co                                     4,571    09/30/06
     123
     124
     125       City of Los Angeles                                            6,226      MTM
     126
     127       Greendot, Inc./New Leaf Paper                                 13,920    02/28/08
     128       Courier Solutions Inc.                                        16,069    12/31/09
     129       APS Financial                                                  5,334    09/30/06
     130       Taft Street Cafe                                               2,525    06/30/09
    130.1      Group Chemical Ltd.                                            2,060    07/31/07
    130.2      Taft Street Cafe                                               2,525    06/30/09
     131       Lewis University                                               8,050    12/15/12
     132       EG&G Washington Analytical Services Center, Inc.               8,018    10/31/06
     133
     134       Medi-Physics, Inc.                                             9,326    08/31/12
     135       Hi Fashion                                                     6,600    02/28/09
     136       Gourmet Burrito                                                1,628    06/01/10
     137       Chemical Lime, Ltd.                                            7,000    06/30/10
     138
     139       Arizona Dept of Economic Security (DES)                        3,224    12/31/06
     140       Enhancing Health                                               3,106    08/31/09
     141
     142
     143       Hilti                                                          2,900    10/31/09
     144
     145
     146
     147
     148       Dollar Tree                                                   11,385    02/28/15
     149
     150       H&R Block                                                      3,200    04/30/08
     151
     152
     153
     154       Curves                                                         3,600    08/31/07
     155       Dr. Ingenito                                                   2,000    09/30/09
     156
     157       Valley Remodeling                                              2,710    04/30/06
     158       Del Val Publishing Corp.                                       5,015    05/31/09
     159       Allen Printing                                                 3,200    07/31/08
     160
     161       To the Trades                                                  7,020    01/31/08
     162
     163
     164       Board of Medicine                                              5,540    11/30/09
     165       Casabella Florists                                             2,500    12/01/06
     166       Golf Etc.                                                      2,460    05/29/10
     167       Matisse/Circo                                                  1,777    01/31/10
     168       Stalter Brothers, Inc.                                         6,150    12/31/07
     169       Cold Stone                                                     1,515    06/09/14
     170       Paragon Solution / Quickink                                    3,640    07/31/07
     171       Guel Medical Group                                             5,700    11/30/08
     172
     173       Roberts & Assoc.                                              10,125    10/01/06
     174       Cho Tae Kwon Do                                                3,000    10/31/09
     175
     176
     177       Stop Quick Mini Market                                         3,000    03/07/06
     178
     179
     180       Computer Technology Inc.                                       1,500    12/31/05
     181
     182       Oerth Associates                                                 550    11/30/06
     183
     184       Eileen's Fitness                                               5,462    08/31/05
     185       Crayons 2 College                                              2,438    01/05/09
     186       Superior Nails                                                 2,060    12/31/10
     187
     188       New York Pizzeria                                              2,400      MTM
     189
     190       Parisi's                                                       1,368    05/31/09
     191       Pipes & Pints                                                  3,741    12/01/09
     192
     193
     194       Karate for Kids                                                2,800    03/31/07
     195
</TABLE>




                            FOOTNOTES TO ANNEX A-1

(1)   With respect to cross-collateralized and cross-defaulted mortgage loans,
      the UW DSCR, Current LTV % and Maturity LTV % are calculated on an
      aggregate basis.

(2)   For Mortgage Loans secured by multiple Mortgaged Properties, each Mortgage
      Loan's Original Balance ($), Current Balance ($), and Maturity/ARD Balance
      ($) is allocated to the respective Mortgaged Property based on the
      Mortgage Loan documentation or the Mortgage Loan Seller's determination of
      the appropriate allocation.

(3)   Each number identifies a group of cross-collateralized, cross-defaulted
      mortgage loans.

(4)   Each letter identifies a group of related borrowers.

(5)   For each Mortgage Loan, the excess of the related Interest Rate over the
      related Servicing Fee Rate and the Trustee Fee Rate (together, the "Admin
      Fee").

(6)   For Mortgage Loans that are Interest-Only for their entire term, the
      Monthly Debt Service was calculated as 1/12th of the product of (i) the
      Original Balance, (ii) the Interest Rate and (iii) 365/360.

(7)   Annual Debt Service is calculated by multiplying the Monthly Debt Service
      by 12.

(8)   For Mortgage Loans with an Interest-Only period, the I/O Period reflects
      the initial Interest-Only period as of the respective Note Date of the
      Mortgage Loan.

(9)   For ARD Loans, the related Anticipated Repayment Date.

(10)  For ARD Loans, calculated as of the related Anticipated Repayment Date.

(11)  The "L" component of the prepayment provision represents remaining lockout
      payments.

      The "Def" component of the prepayment provision represents remaining
      defeasance payments.

      With respect to Loan Numbers 1, 92, 94, 119, 124, 130, and 146, the "L"
      component and the "Def" component of the prepayment provision could in
      some cases be impacted by the timing of the securitization of the
      associated pari-passu portion or B-note.

(12)  The UW DSCR for all partial interest-only loans was calculated based on
      the first principal and interest payment made after the Closing Date
      during the term of the loan.

(13)  Represents the amount deposited by the borrower at origination. All or a
      portion of this amount may have been released pursuant to the terms of the
      related loan documents.

(14)  Represents the monthly amounts required to be deposited by the borrower.
      The amount required to be deposited in such account may be capped pursuant
      to the loan documents.

(15)  With respect to Loan Numbers 56, 65, 71, 77, 93, 108, 139, 166, 167, 169,
      173, 192, and 193 the applicable Mortgage Loan Seller will remit to the
      Trustee an amount that will be sufficient to cover the interest shortfall
      that would otherwise occur on the first Distribution Date as a result of
      the mortgage loan not having its first due date until September 2005.

(16)  With respect to Loan Numbers 7 ($44,000,000 "as is" value), 10
      ($32,850,000 "as is" value), 29 ($25,200,000 "as is" value), 56
      ($14,900,000 "as is" value), 82 ($17,500,000 "as is" value), 86
      ($10,200,000 "as is" value), and 134 ($5,355,000 "as is" value), the
      appraisal values and appraisal dates are reflective of the as-stablized
      values defined in the respective appraisals.

(17)  Loan Number 111 has an UW DSCR of 1.17x, but amortizes over 20 years. Loan
      Number 163 has an UW DSCR of 1.10x, and is secured by a fee interest
      leased to CVS until 12/31/29. Loan Number 170 has an UW DSCR of 1.14x, but
      fully amortizes over 10 years.

(18)  With respect to Loan Numbers 7 and 10, the Occupancy % shown represents
      the percentage of each property's net rentable area that is leased to
      tenants under executed leases. The physical occupancy percentage for each
      property is 64.3% and 68.0%, respectively.

(19)  With respect to Loan Number 6, Occupancy % and Units includes the square
      footage of the Wal-Mart Superstore, which owns the improvements and leases
      the fee from the borrower. Also includes two tenants (1.1% of net rentable
      area) that have signed leases but are not yet in physical occupancy. The
      Occupancy % excluding the improvements not part of the collateral is
      79.3%.

(20)  With respect to Loan Number 9, Occupancy % and Units includes JC Penney
      and Belk, which own their own improvements and lease the fee from the
      borrower. The Occupancy % excluding the improvements not part of the
      collateral is 98.1%.


                                     A-1-1













              [THIS PAGE INTENTIONALLY LEFT BLANK]

                                                                       ANNEX A-2

  CERTAIN POOL CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES

























                                   Annex A-2
















                      [THIS PAGE INTENTIONALLY LEFT BLANK]

























                                                                       ANNEX A-2

                              CUT-OFF DATE BALANCES
<TABLE>

                                                                                             WEIGHTED AVERAGES
                                                                     ---------------------------------------------------------------
                                                AGGREGATE       % OF               STATED                CUT-OFF
                          NUMBER OF               CUT-OFF    INITIAL              REMAINING               DATE        LTV RATIO
                           MORTGAGE                  DATE       POOL    MORTGAGE    TERM         UW        LTV            AT
CUT-OFF DATE BALANCES       LOANS                 BALANCE    BALANCE      RATE    (MOS.)(1)     DSCR      RATIO      MATURITY(1)
- ------------------------------------------------------------------------------------------------------------------------------------

$1,197,671 - $2,999,999              28       $65,039,626        3.0%     5.4734%    121        1.51x        66.8%            50.8%
$3,000,000 - $3,999,999              24        80,820,249        3.7      5.4462     121        1.38x        69.2%            55.9%
$4,000,000 - $4,999,999              17        77,951,492        3.6      5.6232     111        1.39x        69.7%            60.1%
$5,000,000 - $6,999,999              30       173,341,111        8.0      5.4315     123        1.35x        73.8%            59.9%
$7,000,000 - $9,999,999              14       118,480,053        5.5      5.4947     110        1.42x        71.0%            61.4%
$10,000,000 - $14,999,999            39       487,921,360       22.5      5.3006     108        1.47x        74.6%            65.2%
$15,000,000 - $24,999,999            29       548,595,996       25.3      5.4002     99         1.45x        75.1%            68.8%
$25,000,000 - $49,999,999            11       364,888,943       16.8      5.3200     119        1.53x        68.0%            60.0%
$50,000,000 - $99,999,999             2       150,000,000        6.9      5.5960     87         1.27x        77.0%            74.3%
$100,000,000 >=                       1       100,000,000        4.6      4.7250     120        3.61x        52.8%            52.8%
                          ----------------------------------------------------------------------------------------------------------
TOTAL:                              195    $2,167,038,831      100.0%     5.3663%    109        1.54x        71.9%            63.7%
                          ==========================================================================================================
</TABLE>


                                 MORTGAGE RATES
<TABLE>

                                                                                             WEIGHTED AVERAGES
                                                                     ---------------------------------------------------------------
                                                AGGREGATE       % OF               STATED                CUT-OFF
                          NUMBER OF               CUT-OFF    INITIAL              REMAINING               DATE        LTV RATIO
                           MORTGAGE                  DATE       POOL    MORTGAGE    TERM         UW        LTV            AT
MORTGAGE RATES              LOANS                 BALANCE    BALANCE      RATE    (MOS.)(1)     DSCR      RATIO      MATURITY(1)
- ------------------------------------------------------------------------------------------------------------------------------------

4.7250% - 4.9999%                     6      $180,094,607        8.3%     4.8138%    109        2.78x        58.8%            56.8%
5.0000% - 5.4999%                   117     1,333,421,640       61.5      5.2172     107        1.47x        72.5%            64.5%
5.5000% - 5.9999%                    62       488,147,331       22.5      5.6814     122        1.34x        73.9%            62.1%
6.0000% - 6.4999%                     9       144,375,252        6.7      6.1847     84         1.36x        75.3%            69.9%
6.6200% >=                            1        21,000,000        1.0      6.6200     121        1.40x        75.0%            64.7%
                          ----------------------------------------------------------------------------------------------------------
TOTAL:                              195    $2,167,038,831      100.0%     5.3663%    109        1.54x        71.9%            63.7%
                          ==========================================================================================================
</TABLE>


                      ORIGINAL TERM TO MATURITY IN MONTHS
<TABLE>

                                                                                             WEIGHTED AVERAGES
                                                                     ---------------------------------------------------------------
                                                AGGREGATE       % OF               STATED                CUT-OFF
                          NUMBER OF               CUT-OFF    INITIAL              REMAINING               DATE        LTV RATIO
ORIGINAL TERM TO           MORTGAGE                  DATE       POOL    MORTGAGE    TERM         UW        LTV            AT
MATURITY IN MONTHS(1)       LOANS                 BALANCE    BALANCE      RATE    (MOS.)(1)     DSCR      RATIO      MATURITY(1)
- ------------------------------------------------------------------------------------------------------------------------------------

<= 60                                11      $174,244,607        8.0%     5.7258%    59         1.40x        78.4%            77.0%
61 - 84                              26       382,685,051       17.7      5.2573     76         1.68x        71.3%            69.2%
85 - 120                            146     1,459,543,631       67.4      5.3052     117        1.54x        71.2%            62.2%
121 - 180                             8       125,584,676        5.8      5.8711     157        1.38x        73.0%            58.6%
181 - 240                             4        24,980,864        1.2      5.5549     239        1.32x        72.4%             1.4%
                          ----------------------------------------------------------------------------------------------------------
TOTAL:                              195    $2,167,038,831      100.0%     5.3663%    109        1.54x        71.9%            63.7%
                          ==========================================================================================================
</TABLE>


(1) For the ARD loans, the Anticipated Repayment Date.


                                     A-2-1




                      REMAINING TERM TO MATURITY IN MONTHS
<TABLE>

                                                                                         WEIGHTED AVERAGES
                                                                   ----------------------------------------------------------------
                                            AGGREGATE         % OF                 STATED               CUT-OFF
                        NUMBER OF             CUT-OFF      INITIAL                REMAINING              DATE        LTV RATIO
REMAINING TERM TO        MORTGAGE                DATE         POOL    MORTGAGE      TERM        UW        LTV            AT
MATURITY IN MONTHS(1)     LOANS               BALANCE      BALANCE      RATE      (MOS.)(1)    DSCR      RATIO      MATURITY(1)
- -----------------------------------------------------------------------------------------------------------------------------------

55 - 60                        11        $174,244,607          8.0%     5.7258%      59        1.40x        78.4%            77.0%
61 - 84                        26         382,685,051         17.7      5.2573       76        1.68x        71.3%            69.2%
85 - 120                      146       1,459,543,631         67.4      5.3052       117       1.54x        71.2%            62.2%
121 - 180                       8         125,584,676          5.8      5.8711       157       1.38x        73.0%            58.6%
181 - 240                       4          24,980,864          1.2      5.5549       239       1.32x        72.4%             1.4%
                       ------------------------------------------------------------------------------------------------------------
TOTAL:                        195      $2,167,038,831        100.0%     5.3663%      109       1.54x        71.9%            63.7%
                       ============================================================================================================
</TABLE>


                    ORIGINAL AMORTIZATION TERM IN MONTHS(2)
<TABLE>

                                                                                         WEIGHTED AVERAGES
                                                                   ----------------------------------------------------------------
                                            AGGREGATE         % OF                 STATED               CUT-OFF
                        NUMBER OF             CUT-OFF      INITIAL                REMAINING              DATE        LTV RATIO
ORIGINAL AMORTIZATION    MORTGAGE                DATE         POOL    MORTGAGE      TERM        UW        LTV            AT
TERM IN MONTHS            LOANS               BALANCE      BALANCE      RATE      (MOS.)(1)    DSCR      RATIO      MATURITY(1)
- -----------------------------------------------------------------------------------------------------------------------------------

120 - 240                      10         $51,614,896          3.1%     5.6180%      181       1.39x        63.3%            15.8%
241 - 300                      19         111,217,838          6.6      5.5427       120       1.53x        65.1%            49.1%
301 - 330                       2          18,092,456          1.1      5.4135       120       1.21x        78.0%            61.9%
331 - 360                     142       1,493,623,641         89.2      5.3858       115       1.35x        74.2%            65.3%
                       ------------------------------------------------------------------------------------------------------------
TOTAL:                        173      $1,674,548,831        100.0%     5.4037%      117       1.36x        73.3%            62.7%
                       ============================================================================================================
</TABLE>


                    REMAINING AMORTIZATION TERM IN MONTHS(2)
<TABLE>

                                                                                          WEIGHTED AVERAGES
                                                                   ----------------------------------------------------------------
                                            AGGREGATE         % OF                 STATED               CUT-OFF
                        NUMBER OF             CUT-OFF      INITIAL                REMAINING              DATE        LTV RATIO
REMAINING AMORTIZATION   MORTGAGE                DATE         POOL    MORTGAGE      TERM        UW        LTV            AT
TERM IN MONTHS            LOANS               BALANCE      BALANCE      RATE      (MOS.)(1)    DSCR      RATIO      MATURITY(1)
- -----------------------------------------------------------------------------------------------------------------------------------

119 - 240                      10         $51,614,896          3.1%     5.6180%      181       1.39x        63.3%            15.8%
241 - 300                      19         111,217,838          6.6      5.5427       120       1.53x        65.1%            49.1%
301 - 330                       2          18,092,456          1.1      5.4135       120       1.21x        78.0%            61.9%
331 - 360                     142       1,493,623,641         89.2      5.3858       115       1.35x        74.2%            65.3%
                       ------------------------------------------------------------------------------------------------------------
TOTAL:                        173      $1,674,548,831        100.0%     5.4037%      117       1.36x        73.3%            62.7%
                       ============================================================================================================
</TABLE>


(1) For the ARD loans, the Anticipated Repayment Date.

(2)  Does not include the mortgage loans that are interest-only for their entire
     term.


                                     A-2-2



                               AMORTIZATION TYPES
<TABLE>

                                                                                       WEIGHTED AVERAGES
                                                                   ---------------------------------------------------------------
                                            AGGREGATE         % OF                 STATED              CUT-OFF
                         NUMBER OF            CUT-OFF      INITIAL                REMAINING             DATE        LTV RATIO
                          MORTGAGE               DATE         POOL    MORTGAGE      TERM        UW       LTV            AT
AMORTIZATION TYPES         LOANS              BALANCE      BALANCE      RATE      (MOS.)(1)    DSCR     RATIO      MATURITY(1)
- ----------------------------------------------------------------------------------------------------------------------------------

BALLOON LOANS
Partial Interest-Only(2)        74     $1,029,320,275         47.5%     5.3377%      115       1.34x       74.0%            66.4%
Balloon Loans (3)               93        614,376,720         28.4      5.5088       115       1.41x       72.4%            59.5%
Interest-Only                   22        492,490,000         22.7      5.2391       82        2.15x       67.3%            67.3%
                         ---------------------------------------------------------------------------------------------------------
SUBTOTAL:                      189     $2,136,186,995        98.6%     5.3642%       107       1.54x       72.0%            64.6%
FULLY AMORTIZING                 6        $30,851,836         1.4%     5.5114%       222       1.31x       67.1%             1.1%
                         ---------------------------------------------------------------------------------------------------------
TOTAL:                         195     $2,167,038,831       100.0%     5.3663%       109       1.54x       71.9%            63.7%
                         =========================================================================================================
</TABLE>


               UNDERWRITTEN CASH FLOW DEBT SERVICE COVERAGE RATIOS
<TABLE>

                                                                                       WEIGHTED AVERAGES
                                                                   ---------------------------------------------------------------
UNDERWRITTEN                                AGGREGATE         % OF                 STATED              CUT-OFF
CASH FLOW                NUMBER OF            CUT-OFF      INITIAL                REMAINING             DATE        LTV RATIO
DEBT SERVICE              MORTGAGE               DATE         POOL    MORTGAGE      TERM        UW       LTV            AT
COVERAGE RATIOS            LOANS              BALANCE      BALANCE      RATE      (MOS.)(1)    DSCR     RATIO      MATURITY(1)
- ----------------------------------------------------------------------------------------------------------------------------------

1.10x - 1.19x(4)                 3        $11,631,845          0.5%     5.7423%      118       1.14x       65.8%            40.7%
1.20x - 1.29x                   64        801,717,539         37.0      5.4365       113       1.24x       77.4%            67.8%
1.30x - 1.39x                   47        472,158,136         21.8      5.4201       111       1.36x       74.5%            64.7%
1.40x - 1.49x                   29        203,487,025          9.4      5.6289       121       1.43x       72.3%            61.5%
1.50x - 1.69x                   29        365,544,852         16.9      5.2503       95        1.58x       70.0%            64.6%
1.70x - 1.99x                   16        130,667,984          6.0      5.2496       101       1.81x       65.6%            58.6%
2.00x - 2.99x                    5         67,581,449          3.1      5.1869       90        2.65x       44.8%            43.2%
3.00x - 3.61x                    2        114,250,000          5.3      4.7556       120       3.55x       52.3%            52.3%
                         ---------------------------------------------------------------------------------------------------------
TOTAL:                         195     $2,167,038,831        100.0%     5.3663%      109       1.54x       71.9%            63.7%
                         =========================================================================================================
</TABLE>


                            CUT-OFF DATE LTV RATIOS
<TABLE>

                                                                                       WEIGHTED AVERAGES
                                                                   ---------------------------------------------------------------
                                            AGGREGATE         % OF                 STATED              CUT-OFF
                         NUMBER OF            CUT-OFF      INITIAL                REMAINING             DATE        LTV RATIO
CUT-OFF DATE              MORTGAGE               DATE         POOL    MORTGAGE      TERM        UW       LTV            AT
LTV RATIOS                 LOANS              BALANCE      BALANCE      RATE      (MOS.)(1)    DSCR     RATIO      MATURITY(1)
- ----------------------------------------------------------------------------------------------------------------------------------

29.4% - 49.9%                   12        $99,283,757          4.6%     5.2274%      104       2.52x       44.3%            38.2%
50.0% - 59.9%                   14        221,948,371         10.2      5.0321       115       2.47x       55.7%            50.4%
60.0% - 64.9%                   12         76,632,621          3.5      5.2520       114       1.64x       61.6%            53.9%
65.0% - 69.9%                   19        215,018,114          9.9      5.4411       122       1.48x       67.0%            56.8%
70.0% - 74.9%                   32        321,940,236         14.9      5.3207       118       1.32x       72.9%            62.7%
75.0% - 80.0%                  104      1,204,720,994         55.6      5.4410       103       1.36x       78.2%            70.1%
80.1% - 88.3%                    2         27,494,737          1.3      5.5556       118       1.25x       84.1%            73.7%
                         ---------------------------------------------------------------------------------------------------------
TOTAL:                         195     $2,167,038,831        100.0%     5.3663%      109       1.54x       71.9%            63.7%
                         =========================================================================================================
</TABLE>

(1)  For the ARD loans, the Anticipated Repayment Date.

(2)  Includes one partial interest-only ARD loan representing 1.0% of the
     initial pool balance.

(3)  Includes four amortizing ARD loans representing 1.9% of the initial pool
     balance.

(4)  Loan Number 111 has an UW DSCR of 1.17x, but amortizes over 20 years.
     Loan Number 163 has an UW DSCR of 1.10x, and is secured by a fee interest
     leased to CVS until 12/31/29.
     Loan Number 170 has an UW DSCR of 1.14x, but fully amortizes over 10 years.

                                     A-2-3



                           MATURITY DATE LTV RATIOS(1)
<TABLE>

                                                                                                WEIGHTED AVERAGES
                                                                        -----------------------------------------------------------
                                                 AGGREGATE         % OF                 STATED              CUT-OFF
                             NUMBER OF             CUT-OFF      INITIAL                REMAINING             DATE        LTV RATIO
MATURITY DATE                 MORTGAGE                DATE         POOL    MORTGAGE      TERM        UW       LTV            AT
LTV RATIOS(2)                  LOANS               BALANCE      BALANCE      RATE      (MOS.)(2)    DSCR     RATIO      MATURITY(2)
- -----------------------------------------------------------------------------------------------------------------------------------

24.6% - 29.9%                        1          $4,994,579          0.2%     5.5500%      119       1.56x       29.4%        24.6%
30.0% - 49.9%                       23         151,758,260          7.1      5.3370       107       2.21x       51.5%        43.3%
50.0% - 59.9%                       37         489,493,896         22.9      5.2906       122       1.92x       63.1%        54.7%
60.0% - 69.9%                       75         717,625,865         33.6      5.4045       116       1.31x       75.8%        65.9%
70.0% - 80.0%                       53         772,314,396         36.2      5.3775       90        1.39x       78.4%        74.1%
                         ----------------------------------------------------------------------------------------------------------
TOTAL:                             189      $2,136,186,995        100.0%     5.3642%      107       1.54x       72.0%        64.6%
                         ==========================================================================================================
</TABLE>


                         TYPE OF MORTGAGED PROPERTIES(3)
<TABLE>

                                                                                                  WEIGHTED AVERAGES
                                                                                    ----------------------------------------------
                                                       AGGREGATE               % OF                         CUT-OFF
                              NUMBER OF                  CUT-OFF            INITIAL                            DATE
                              MORTGAGED                     DATE               POOL              UW             LTV
PROPERTY TYPE                PROPERTIES                  BALANCE            BALANCE            DSCR           RATIO   OCCUPANCY
- ----------------------------------------------------------------------------------------------------------------------------------

RETAIL
Anchored                            51              $800,216,529               36.9%          1.44x           74.8%         97.0%
Unanchored                          20               102,516,584                4.7           1.35x           70.5%         89.7%
Shadow Anchored                      9                75,571,187                3.5           1.31x           75.3%         95.4%
Theatre                              1                 6,500,000                0.3           1.77x           65.0%        100.0%
                         ---------------------------------------------------------------------------------------------------------
SUBTOTAL:                           81              $984,804,300              45.4%           1.42X           74.4%         96.2%

OFFICE
Suburban                            47              $430,224,932              19.9%           1.45x           70.0%         97.4%
CBD                                  6               169,286,169                7.8           1.75x           65.0%         95.6%
                         ---------------------------------------------------------------------------------------------------------
SUBTOTAL:                           53              $599,511,101              27.7%           1.54X           68.6%         96.9%

MULTIFAMILY
Garden                              36              $280,347,098              12.9%           1.29x           77.8%         93.6%
Mid/High Rise                        2                20,640,000                1.0           1.23x           75.9%         91.6%
                         ---------------------------------------------------------------------------------------------------------
SUBTOTAL:                           38              $300,987,098              13.9%           1.29X           77.6%         93.5%

HOTEL
Full Service                         5              $125,016,410               5.8%           3.18x           55.3%           NAP

INDUSTRIAL
Flex                                 8               $58,924,543               2.7%           1.57x           70.5%         97.2%
Warehouse/Distribution               3                19,226,865                0.9           1.48x           70.4%         91.4%
                         ---------------------------------------------------------------------------------------------------------
SUBTOTAL:                           11               $78,151,409               3.6%           1.55x           70.5%         95.8%

MIXED USE                            7               $46,237,319               2.1%           1.38x           71.1%         89.1%

SELF STORAGE                         8               $26,360,753               1.2%           1.42x           74.5%         90.0%

MANUFACTURED HOUSING                 2                $5,970,441               0.3%           1.45x           73.3%         91.5%
                         ---------------------------------------------------------------------------------------------------------
TOTAL:                             205            $2,167,038,831             100.0%           1.54x           71.9%         95.7%
                         =========================================================================================================
</TABLE>


(1)  Excludes fully amortizing mortgage loans.

(2)  For the ARD loans, the Anticipated Repayment Date.

(3)  Because this table is presented at the Mortgaged Property level, certain
     information is based on allocated loan amounts for mortgage loans secured
     by more than one Mortgaged Property. As a result, the weighted averages
     presented in this table may deviate slightly from weighted averages
     presented at the mortgage loan level in other tables in this prospectus
     supplement.

                                     A-2-4



                       MORTGAGED PROPERTIES BY LOCATION(1)
<TABLE>

                                                                                                   WEIGHTED AVERAGES
                                                                       -------------------------------------------------------------
                                                AGGREGATE         % OF                  STATED              CUT-OFF
                           NUMBER OF              CUT-OFF      INITIAL                 REMAINING             DATE        LTV RATIO
                           MORTGAGED                 DATE         POOL    MORTGAGE       TERM        UW       LTV            AT
LOCATION                   PROPERTIES             BALANCE      BALANCE      RATE       (MOS.)(2)    DSCR     RATIO      MATURITY(2)
- ------------------------------------------------------------------------------------------------------------------------------------
California                         27        $356,252,536         16.4%      5.2069%      108       1.39x       72.2%         64.9%
Florida                            23         209,471,474          9.7       5.1856       120       2.46x       62.8%         56.8%
Virginia                           15         202,826,001          9.4       5.2288       96        1.78x       68.7%         63.9%
Texas                              19         176,329,399          8.1       5.5325       111       1.35x       74.1%         62.4%
New York                           11         164,025,640          7.6       5.9546       85        1.37x       73.9%         69.3%
Ohio                                8         102,175,689          4.7       5.5175       121       1.34x       78.1%         67.4%
New Jersey                          9          95,600,000          4.4       5.4342       116       1.30x       78.2%         69.1%
Maryland                            6          84,240,000          3.9       5.2883       115       1.56x       71.2%         65.7%
Illinois                            6          81,520,000          3.8       5.2805       98        1.60x       73.3%         68.4%
Pennsylvania                       10          80,563,760          3.7       5.2210       119       1.36x       71.4%         61.6%
Georgia                             4          80,037,981          3.7       5.2982       83        1.37x       66.2%         60.4%
Arizona                             6          54,805,680          2.5       5.2378       113       1.30x       72.6%         66.3%
Louisiana                           5          53,191,620          2.5       5.2794       119       1.40x       70.6%         55.9%
North Carolina                      6          34,944,307          1.6       5.5223       122       1.45x       77.6%         63.3%
Michigan                            3          32,055,423          1.5       5.2463       175       2.07x       65.5%         28.6%
Tennessee                           2          31,040,000          1.4       5.6203       94        1.35x       72.4%         65.7%
Nevada                              3          30,944,169          1.4       5.2788       118       1.26x       77.6%         68.7%
Washington                          4          26,000,000          1.2       5.1412       83        1.49x       74.1%         71.0%
Oklahoma                            3          24,736,967          1.1       5.1952       118       1.65x       66.5%         59.4%
Utah                                2          21,616,410          1.0       6.1277       117       1.41x       73.9%         59.1%
Kentucky                            6          21,024,762          1.0       5.2830       115       1.41x       79.4%         66.4%
Virgin Islands                      2          21,000,000          1.0       5.2200       120       1.21x       76.1%         67.7%
Delaware                            2          20,146,685          0.9       5.8503       169       1.30x       76.1%         56.6%
District of Columbia                1          20,000,000          0.9       5.2000       119       1.27x       72.7%         65.3%
Colorado                            3          18,541,335          0.9       5.4882       115       1.45x       70.9%         61.3%
Connecticut                         2          17,750,000          0.8       5.5215       106       1.31x       79.9%         73.0%
Indiana                             2          15,738,469          0.7       5.2075       104       1.38x       71.2%         61.5%
Iowa                                3          14,414,801          0.7       5.3191       114       1.50x       72.0%         54.4%
Alabama                             1          14,000,000          0.6       5.2500       120       1.38x       80.0%         69.7%
South Carolina                      2          13,860,000          0.6       5.3176       119       1.54x       78.3%         77.0%
Mississippi                         1          13,400,000          0.6       5.2100       60        1.50x       79.8%         79.8%
Wisconsin                           1           8,050,000          0.4       5.1027       72        1.56x       71.2%         71.2%
Kansas                              1           5,589,319          0.3       5.8100       118       1.36x       77.6%         65.6%
Oregon                              2           5,147,319          0.2       5.4449       120       1.28x       70.7%         57.3%
Missouri                            1           5,000,000          0.2       5.2400       117       1.21x       79.6%         70.8%
Rhode Island                        1           4,786,223          0.2       5.9400       117       1.28x       73.3%         62.2%
Minnesota                           1           3,192,456          0.1       5.7100       118       1.28x       76.0%         61.5%
Idaho                               1           3,020,409          0.1       5.6700       119       1.30x       70.6%         54.1%
                         -----------------------------------------------------------------------------------------------------------
TOTAL:                            205      $2,167,038,831        100.0%      5.3663%      109       1.54x       71.9%         63.7%
                         ===========================================================================================================
</TABLE>


(1)  Because this table is presented at the Mortgaged Property level, certain
     information is based on allocated loan amounts for mortgage loans secured
     by more than one Mortgaged Property. As a result, the weighted averages
     presented in this table may deviate slightly from weighted averages
     presented at the mortgage loan level in other tables in this prospectus
     supplement.

(2)  For the ARD loans, the Anticipated Repayment Date.


                                     A-2-5



                          YEARS BUILT/RENOVATED(1),(2)
<TABLE>

                                                                                             WEIGHTED AVERAGES
                                                                        ------------------------------------------------------------
                                                    AGGREGATE      % OF                 STATED               CUT-OFF
                               NUMBER OF              CUT-OFF   INITIAL                REMAINING              DATE        LTV RATIO
YEARS                          MORTGAGED                 DATE      POOL    MORTGAGE      TERM         UW       LTV            AT
BUILT/RENOVATED                PROPERTIES             BALANCE   BALANCE      RATE      (MOS.)(3)     DSCR     RATIO      MATURITY(3)
- -----------------------------------------------------------------------------------------------------------------------------------

1944 - 1959                             3         $29,250,000       1.3%     5.5910%      92         1.45x       77.3%       70.6%
1960 - 1969                             2           8,309,169       0.4      5.3238       105        1.26x       75.5%       65.8%
1970 - 1979                            10         156,471,048       7.2      5.7053       76         1.36x       75.6%       72.9%
1980 - 1989                            39         286,125,292      13.2      5.4577       113        1.39x       76.0%       67.2%
1990 - 1999                            58         705,883,430      32.6      5.1944       108        1.62x       70.1%       62.3%
2000 - 2004                            79         782,461,298      36.1      5.3762       115        1.62x       70.4%       61.4%
2005                                   14         198,538,593       9.2      5.5079       112        1.33x       74.8%       64.4%
                            -------------------------------------------------------------------------------------------------------
TOTAL:                                205      $2,167,038,831     100.0%     5.3663%      109        1.54x       71.9%       63.7%
                            =======================================================================================================
</TABLE>


                              PREPAYMENT PROTECTION
<TABLE>

                                                                                             WEIGHTED AVERAGES
                                                                        ------------------------------------------------------------
                                                    AGGREGATE      % OF                 STATED               CUT-OFF
                               NUMBER OF              CUT-OFF   INITIAL                REMAINING              DATE        LTV RATIO
PREPAYMENT                     MORTGAGED                 DATE      POOL    MORTGAGE      TERM         UW       LTV            AT
PROTECTION                       LOANS                BALANCE   BALANCE      RATE      (MOS.)(3)     DSCR     RATIO      MATURITY(3)
- -----------------------------------------------------------------------------------------------------------------------------------

Defeasance                            168      $1,883,892,494      86.9%     5.3702%      113        1.54x       71.6%       62.5%
Defeasance/Yield Maintenance           13         187,180,000       8.6      5.1027       72         1.64x       74.8%       74.8%
Yield Maintenance                      14          95,966,336       4.4      5.8037       102        1.40x       72.5%       66.2%
                            -------------------------------------------------------------------------------------------------------
TOTAL:                                195      $2,167,038,831     100.0%     5.3663%      109        1.54x       71.9%       63.7%
                            =======================================================================================================
</TABLE>


                          PARTIAL INTEREST-ONLY PERIODS
<TABLE>

                                                                                             WEIGHTED AVERAGES
                                                                        ------------------------------------------------------------
                                                    AGGREGATE      % OF                 STATED               CUT-OFF
                                NUMBER OF             CUT-OFF   INITIAL                REMAINING              DATE        LTV RATIO
PARTIAL INTEREST                MORTGAGED                DATE      POOL    MORTGAGE      TERM         UW       LTV            AT
ONLY PERIODS                        LOANS             BALANCE   BALANCE      RATE      (MOS.)(3)     DSCR     RATIO      MATURITY(3)
- -----------------------------------------------------------------------------------------------------------------------------------

6 - 12                                 10        $144,398,403      14.0%     5.3161%      94         1.51x       65.9%       58.6%
13 - 24                                20         257,603,000      25.0      5.4752       115        1.30x       76.8%       67.4%
25 - 36                                25         263,770,000      25.6      5.4218       118        1.26x       77.6%       69.4%
37 - 48                                 5          83,990,000       8.2      5.2269       119        1.27x       77.3%       69.9%
49 - 60                                14         279,558,872      27.2      5.1760       121        1.38x       71.3%       65.7%
                            -------------------------------------------------------------------------------------------------------
TOTAL:                                 74      $1,029,320,275     100.0%     5.3377%      115        1.34x       74.0%       66.4%
                            =======================================================================================================
</TABLE>

(1)  Range of Years Built/Renovated references the earlier of the year built or
     with respect to renovated properties, the year of the most recent
     renovation date with respect to each Mortgaged Property.

(2)  Because this table is presented at the Mortgaged Property level, certain
     information is based on allocated loan amounts for mortgage loans secured
     by more than one Mortgaged Property. As a result, the weighted averages
     presented in this table may deviate slightly from weighted averages
     presented at the mortgage loan level in other tables in this prospectus
     supplement.

(3)  For the ARD loans, the Anticipated Repayment Date.


                                     A-2-6

                                                                      ANNEX A-3


                   DESCRIPTION OF TOP FIFTEEN MORTGAGE LOANS






                                   Annex A-3



                            UNIVERSAL HOTEL PORTFOLIO

                 [5 PHOTOS OF UNIVERSAL HOTEL PORTFOLIO OMITTED]





                                     A-3-2




                            UNIVERSAL HOTEL PORTFOLIO



                     MORTGAGE LOAN INFORMATION
- --------------------------------------------------------------------
 ORIGINAL PRINCIPAL BALANCE:       $100,000,000(1)
 CUT-OFF DATE PRINCIPAL BALANCE:   $100,000,000(1)
 % OF POOL BY IPB:                 4.6%
 SHADOW RATING (M/F):              Baa3/BBB-
 LOAN SELLER:                      JPMorgan Chase Bank, N.A.
 BORROWER:                         UCF Hotel Venture
 SPONSOR:                          Loews Corporation (50%), NBC
                                   Universal (25%), and The Rank
                                   Group PLC (25%)
 ORIGINATION DATE:                 06/02/2005
 INTEREST RATE:                    4.7250%
 INTEREST ONLY PERIOD:             120 months
 MATURITY DATE:                    07/01/15
 AMORTIZATION TYPE:                Interest-Only
 ORIGINAL AMORTIZATION:            N/A
 REMAINING AMORTIZATION:           N/A
 CALL PROTECTION:                  L(24),Def(92),O(4)
 CROSS-COLLATERALIZATION:          Yes
 LOCK BOX:                         Cash Management Agreement
 ADDITIONAL DEBT:(1)               $300,000,000/$50,000,000
 ADDITIONAL DEBT TYPE:             Pari Passu/B-Note/Permitted
                                   Mezzanine(2)
 LOAN PURPOSE:                     Refinance
- --------------------------------------------------------------------



                 ESCROWS
- ------------------------------------------
 ESCROWS/RESERVES:   INITIAL     MONTHLY
                   ----------------------
 TAXES:                $0      Springing(3)
 INSURANCE:            $0      Springing(3)
 GROUND LEASE:         $0      Springing(4)
- ------------------------------------------






                     PROPERTY INFORMATION
- ---------------------------------------------------------------
 SINGLE ASSET/PORTFOLIO:   Portfolio
 TITLE:                    Leasehold
 PROPERTY TYPE:            Hotel -- Full Service
 ROOMS:                    2,400
 LOCATION:                 Orlando, FL
 YEAR BUILT/RENOVATED:     See "Portfolio Summary" below
 OCCUPANCY:                82.7%
 OCCUPANCY DATE:           Trailing 12 months as of 05/31/05
 HISTORICAL NOI:
  2002:                    $40,773,377
  2003:                    $59,422,164
  2004:                    $69,462,505
  TTM AS OF 05/31/05:      $73,002,655
 UW REVENUES:              $230,239,687
 UW EXPENSES:              $151,778,146
 UW NOI:                   $78,461,540(5)
 UW NET CASH FLOW:         $69,251,953
 APPRAISED VALUE:          $757,000,000
 APPRAISAL DATE:           04/01/05

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





                   FINANCIAL INFORMATION
- ------------------------------------------------------------
                              PARI PASSU
                               A-NOTES(6)       TOTAL DEBT
                             -------------------------------
 CUT-OFF DATE LOAN/ROOM:       $166,667         $187,500
 CUT-OFF DATE LTV:                52.8%             59.4%
 MATURITY DATE LTV:               52.8%             59.4%
 UW DSCR:                         3.61x             3.15x





<TABLE>

                                                       PORTFOLIO SUMMARY

                                          # OF                                     ORIGINAL ALLOCATED    ORIGINAL ALLOCATED LOAN
           PROPERTY          LOCATION    ROOMS    YEAR BUILT    APPRAISED VALUE       LOAN AMOUNT           AMOUNT PER ROOM(6)
- --------------------------------------------------------------------------------------------------------------------------------

 PORTOFINO BAY            Orlando, FL      750       1999        $280,000,000         $40,444,444               $215,704
 ROYAL PACIFIC            Orlando, FL    1,000       2002        $261,000,000         $34,000,000               $136,000
 HARD ROCK                Orlando, FL      650       2001        $216,000,000         $25,555,556               $157,265
- --------------------------------------------------------------------------------------------------------------------------------
 TOTAL/WEIGHTED AVERAGE                  2,400                   $757,000,000         $100,000,000              $166,667
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  The total financing amount for the Universal Hotel Portfolio Whole Loan is
     $450,000,000 split between (i) a $400,000,000 A-Note and (ii) a $50,000,000
     B-Note. The loan was co-originated by JPMorgan Chase Bank, N.A. and German
     American Capital Corporation. The A-Note is split into five pari passu
     notes. The $100,000,000 A-4 note is included in the Trust. The $50,000,000
     B-Note is included in the trust but is not pooled with any other trust
     assets.

(2)  Sponsors of the borrower are permitted to cause an affiliate of the
     borrower to incur mezzanine indebtedness to be secured by a pledge of
     direct or indirect equity interests in the Borrower in an amount not to
     exceed $50,000,000 subject to the satisfaction of various conditions
     including: (i) the DSCR after giving effect to the mezzanine indebtedness
     be greater than or equal to 110% of the DSCR as of the closing date and
     (ii) the LTV ratio for the total combined debt be no greater than 55% as
     determined by a new appraisal obtained by and in a form and substance
     satisfactory to the lender.

(3)  Upon the occurrence of an event of default or the conclusion of two
     consecutive quarters in which the borrower fails to maintain a minimum DSCR
     of 1.35x, monthly tax & insurance reserves will be collected in an amount
     equal to 1/12th of what the lender reasonably determines the annual tax
     liability and insurance premium, respectively, will be.

(4)  Upon the occurrence of an event of default or the conclusion of two
     consecutive quarters in which the borrower fails to maintain a minimum DSCR
     of 1.35x, the borrower will be required to deposit into a ground lease
     reserve an amount equal to an amount reasonably determined by the lender to
     cover all payments of base rent and additional rent as well as any other
     amounts payable under the terms of the ground lease.

(5)  The Universal Hotel Portfolio properties experienced NOI growth of 9.6% for
     the first five months of 2005 as compared to the same period in 2004. 2004
     NOI for the portfolio represented a 16.8% increase over 2003 NOI. The UW
     NOI is based on the foregoing NOI growth rates experienced over the last 18
     months. The opening of the Hard Rock and Royal Pacific properties in 2001
     and 2002, respectively, coincided with a downturn in the U.S. hospitality
     sector following the events of September 11, 2001, which had a negative
     impact on air-travel tourist dependent destinations such as Orlando and Las
     Vegas. With the recovery of the U.S. economy in 2004 and increased domestic
     and international travel to destinations such as Orlando, hotel performance
     rebounded in 2004.

(6)  Calculated based on the total A-Note amount of $400,000,000. The
     $100,000,000 A-4 note is included in the trust.


                                     A-3-3




                            UNIVERSAL HOTEL PORTFOLIO


<TABLE>

                               INDIVIDUAL PROPERTY HISTORICAL OPERATING STATISTICS

                                   OCCUPANCY                                           ADR
                 --------------------------------------------- ---------------------------------------------------
      PROPERTY       2003       2004     TTM AS OF       UW         2003         2004      TTM AS OF        UW
                                          05/31/05                                          05/31/05
 -----------------------------------------------------------------------------------------------------------------

 PORTOFINO BAY      73.9%      77.9%        78.8%       81.0%      $196.66      $214.36      $223.51     $232.50
 ROYAL PACIFIC      79.7%      84.5%        84.2%       87.0%      $152.51      $161.89      $169.87     $181.50
 HARD ROCK          80.9%      84.1%        85.0%       86.0%      $186.28      $206.20      $215.64     $224.00
- ------------------------------------------------------------------------------------------------------------------
 WA PORTFOLIO       78.2%      82.3%        82.7%       82.0%      $175.00      $189.67      $198.57     $208.38
- ------------------------------------------------------------------------------------------------------------------



                                       REVPAR
                 ---------------------------------------------------
      PROPERTY        2003         2004      TTM AS OF        UW
                                              05/31/05
 -------------------------------------------------------------------

 PORTOFINO BAY      $145.30     $167.02       $176.23       $188.33
 ROYAL PACIFIC      $121.58     $136.79       $143.07       $157.91
 HARD ROCK          $150.70     $173.47       $183.20       $192.64
- --------------------------------------------------------------------
 WA PORTFOLIO       $136.88     $156.17       $164.30       $170.87
- --------------------------------------------------------------------
</TABLE>

THE LOAN. The loan is secured by a leasehold interest in three full-service
hotels (The Portofino Bay, The Hard Rock, and The Royal Pa cific) comprising
2,400 rooms located within the Universal Theme Park in Orlando, Florida.

The total financing amount of $450 million is being provided to the borrower to
refinance existing debt on the three hotel properties. The loan was
co-originated by JPMorgan Chase Bank, N.A. and German American Capital
Corporation. The $400 million senior A-Note is split into five pari passu notes.
The $100 million A-4 note is included in the trust. A $50 million subordinate
B-Note is also included in the trust but is not pooled with any of the pooled
trust assets.

THE BORROWER. The borrowing entity is UCF Hotel Venture ("Borrower"), a single
asset, special purpose entity. UCF Hotel Venture is a joint partnership between
the Loews Corporation (50%), NBC Universal (25%), and The Rank Group Plc (25%),
the three sponsors of the loan. The three properties are managed by Loews
Hotels.

Loews Corporation is a United States based holding company. Its subsidiaries are
engaged in several lines of business, including the operation of hotels through
Loews Hotels Holding Corporation, a wholly owned subsidiary. Loews Hotels
Holding Corporation currently owns and manages 19 hotels across the United
States and Canada.

NBC Universal is a media and entertainment company involved in the development,
production, and marketing of entertainment, news, and information. Formed in May
2004 through the merger of NBC and Vivendi Universal Entertainment, NBC
Universal owns and operates a television network, a Spanish-language network, a
portfolio of news and entertainment networks, a motion picture company,
television production operations, a television stations group, and various theme
parks. NBC Universal is 80%-owned by General Electric, with 20% controlled by
Vivendi Universal Entertainment.

The Rank Group Plc ("Rank") is a United Kingdom based leisure and entertainment
company. Rank, through the Hard Rock brand name, owns and franchises cafes
world-wide and controls the rights to the brand internationally. Rank is engaged
in the vacation/leisure business through several outlets including: Haven,
Butlins, Warner, Oasis Forest Holiday Village in Cumbria and America Resorts
USA. Rank also owns Mecca Bingo and Grosvenor Casinos.

THE MORTGAGED PROPERTIES.(1) The portfolio consists of three full-service,
luxury hotels located within the Universal Theme Park in Orlando, Florida. The
Portofino Bay and Hard Rock hotels are located on Universal Boulevard across the
street from one another while the Royal Pacific hotel is located three quarters
of a mile from both properties. The properties are located in close proximity to
International Drive, a commercial corridor that contains lodging facilities,
restaurants and other commercial establishments catering to the tourist market.

The sites are owned by Universal City Development Partners ("UCDP"), which
entered into a 100-year ground lease, expiring in June 2098, with the borrower.
NBC Universal has an equity interest in each of UCDP, as ground lessor, and UCF
Hotel Venture, as ground lessee. The hotel facilities and operational
characteristics of all three hotels are consistent with the overall character of
Universal Theme Park. Each of the hotels has been designed and marketed to cater
to a different price point in the market.
- -------------------------------------------------------------------------------


(1)  Certain information was obtained from the Universal Hotels Portfolio
     appraisals dated April 1, 2005. The appraisals rely upon many assumptions,
     and no representation is made as to the accuracy of the assumptions
     underlying the appraisal.


                                     A-3-4




                            UNIVERSAL HOTEL PORTFOLIO

PORTOFINO BAY HOTEL
- -------------------

The Portofino Bay Hotel is a full-service lodging facility, consisting of 750
guestrooms and 35,000 square feet of meeting room space (with over 9,000 square
feet of outdoor space) situated on a 52-acre site. The property was built in
1999 as a six-story structure and was developed to replicate the village of
Portofino, Italy. Hotel amenities include a business center, six food and
beverage outlets, two outdoor swimming pools, one outdoor themed swimming pool,
an 12,300 square foot fitness center and full-service spa, upscale shops, and a
babysitting/children's camp. Recreational amenities include water taxi
transportation, early admission to the theme park, Universal Express access to
theme park attractions and priority seating at restaurants. The improvements
consist of a main building with three wings.

Portofino Bay Hotel was named to Conde Nast Traveler magazine's 2003 - 2004 Gold
List of the "World's Best Places to Stay" and Travel + Leisure magazine's 2002 -
2004 list of Top 500 Hotels in the world.

HARD ROCK HOTEL
- ---------------

The Hard Rock Hotel is a full-service lodging facility, consisting of 650
guestrooms and 4,200 square feet of meeting room space (with over 10,000 square
feet of pre-function and outdoor space) situated on a 20-acre site. The property
was developed in 2001. Hotel amenities include six food and beverage outlets, an
outdoor swimming pool, a fitness center, a Hard Rock merchandising store, and a
children's camp. The Hard Rock Hotel is designed in a California mission
architectural style with music-filled areas as well as Hard Rock memorabilia
displayed throughout the hotel. The property consists of one main building
structure spread out over six different wings.

ROYAL PACIFIC HOTEL
- -------------------

The Royal Pacific Hotel is a full-service lodging facility consisting of 1,000
rooms and 58,600 square feet of meeting room space (with over 17,000 square feet
of pre-function and outdoor space) situated on a 53-acre site. The hotel was
developed in 2002. Hotel amenities include a full service business center, five
food and beverage outlets, an activity center, a themed outdoor swimming pool
with a sand beach, and a fitness center. The design of the hotel has a South
Pacific island theme, with a bamboo forest entrance, palm trees, outdoor
gardens, and a tropical lagoon. The property consists of one main building with
four wings. The main wing houses Emeril's restaurant.

THE MARKET.(1) The Portofino Bay Hotel, Hard Rock Hotel, and the Royal Pacific
Hotel are located within the Universal Theme Park in Orlando, Florida,
approximately 9 miles southwest of Downtown Orlando and northeast of Walt Disney
World. In addition to the Universal Theme Park, the Orange County Convention
Center and International Drive are demand generators in the area. The properties
are accessible from a variety of local, county, state, and interstate highways,
including Interstate 4, the Bee Line Expressway, International Drive, and the
Florida Turnpike. Interstate 4 is a six-lane divided highway that traverses the
State of Florida and can be accessed less than one mile west of the properties.
The Bee Line Expressway, located three miles from the properties, serves as a
link between Universal Florida and the Walt Disney World attractions and the
Orlando International Airport. The Universal Theme Park is located approximately
two miles south of the junction of the Florida Turnpike and Interstate 4, a
major intersection in the Orlando metropolitan area.

Over the past three decades, the Orlando market has consistently been one of the
fastest growing metropolitan areas in the nation. Orlando's annual population
growth has consistently outpaced national averages. Orlando is known as a major
tourist destination due primarily to the Walt Disney World and Universal Studios
theme parks. Universal Studios is the second largest tourist attraction in the
Orlando metropolitan area and is only one component of an 838--acre master
planned resort development, known as Universal Studios Escape. Over the past 10
years, the average annual compounded growth in attendance at Universal Orlando
has been 5.4%, the highest growth over both a 10-year and 5-year period in
comparison to the top 3 tourist attractions in the Orlando market. In 2004,
Universal Theme parks experienced 13 million in attendance.

Due to Orlando's status as an international tourist destination, fluctuations in
tourist demand have historically affected the overall economic health of the
area. Over the past decade, however, there has been a concerted effort to
diversify the area's economy. Total visitor traffic has increased at an annual
compounded growth rate of 4.7% per year from 1993 to 2003. The average household
income in the Orlando metropolitan area is $61,000.

Following the events of September 11, 2001 the U.S. hospitality sector
experienced a slowdown in 2002 and 2003. Orlando, an air travel dependent
tourist destination, experienced declines in Revenue Per Available Room
("RevPAR") in 2002 into 2003. As a result of this slowdown, the construction of
new properties slowed to historic lows in Orlando. With the recovery of the U.S.
economy in 2004 and increased domestic and international travel to destinations
such as Orlando, hotel performance rebounded in 2004. According to Smith Travel
Research, average RevPAR for hotels in Orlando was up 17.0% in 2004 as compared
to 2003 levels (the properties experienced a 16.8% increase over the same
period). The growth trend continued in 2005, with RevPAR increasing 10.9% for
the first five months of the year as compared to the same period in 2004. The
Universal Hotel Portfolio properties experienced a 11.7% increase in RevPAR in
the first five months of 2005 compared with the same period in 2004 with net
operating income increasing 9.6%.

According to Smith Travel Research ("STR"), the existing market penetration
rates for the Mortgaged Properties are summarized below. The index is based upon
a property's performance relative to its competitive set as determined by STR.
An index above 100% indicates a property is performing above the average of its
competitive set. Properties considered competitive to the Universal Hotel
Portfolio properties include the 750-room Hyatt Regency Grand Cypress (9.5 miles
south), the 2000-room Marriott World Center (11.1 miles south), the 891-room
Peabody (5.3 miles south), the 758-room Westin Walt Disney World Swan and the
1509-room Sheraton Walt Disney World Dolphin (14.2 miles south).
- -------------------------------------------------------------------------------


                                     A-3-5




                            UNIVERSAL HOTEL PORTFOLIO


<TABLE>

                      PROPERTY PERFORMANCE BY MARKET PENETRATION RATES

                            TTM (FEBRUARY 2003)                  TTM (FEBRUARY 2004)
                    ------------------------------------ ------------------------------------
 PROPERTY             OCCUPANCY       ADR       REVPAR     OCCUPANCY       ADR       REVPAR
- ---------------------------------------------------------------------------------------------

 PORTOFINO BAY        108.6%        114.0%      123.7%      114.3%       118.0%      134.8%
 ROYAL PACIFIC        107.4%         81.5%       87.6%      120.8%        94.2%      113.9%
 HARD ROCK            118.6%        107.7%      127.8%      123.0%       112.8%      138.7%
- ---------------------------------------------------------------------------------------------
 WEIGHTED AVERAGE     110.8%         98.8%      109.8%      119.4%       106.7%      127.2%
- ---------------------------------------------------------------------------------------------




                            TTM (FEBRUARY 2005)
                    ------------------------------------
 PROPERTY             OCCUPANCY       ADR       REVPAR
- --------------------------------------------------------

 PORTOFINO BAY      112.3%       125.1%      140.4%
 ROYAL PACIFIC      119.5%        98.2%      117.4%
 HARD ROCK          120.9%       121.2%      146.5%
- -------------------------------------------------------
 WEIGHTED AVERAGE   117.6%       112.8%      132.5%
- -------------------------------------------------------
</TABLE>

As of the trailing 12 month period ending February 2005, the portfolio had a
weighted average RevPAR penetration index of 132.5%, suggesting they are
outperforming their competitive set.

The properties' room night demand generators are largely from the transient
leisure segment with meeting and group demand also comprising a material
component of the room night demand. According to the property appraisals, the
existing demand generators for the Mortgaged Properties are summarized as
follows:



<TABLE>

                    DEMAND GENERATORS
- ---------------------------------------------------------
 PROPERTY               TRANSIENT        MEETINGS & GROUP
- ---------------------------------------------------------

  PORTOFINO BAY          61%                 39%
  ROYAL PACIFIC          57%                 43%
  HARD ROCK              82%                 18%
</TABLE>

PROPERTY MANAGEMENT. The property is managed by Loews Orlando Operating Company,
Inc. ("Loews"). Loews currently owns and/or operates 19 hotels and resorts in
the U.S. and Canada.
- -------------------------------------------------------------------------------


                                     A-3-6




                            UNIVERSAL HOTEL PORTFOLIO

        [2 MAPS INDICATING LOCATION OF UNIVERSAL HOTEL PORTFOLIO OMITTED]







                                     A-3-7




                                40 RECTOR STREET

                     [3 PHOTOS OF 40 RECTOR STREET OMITTED]





                                     A-3-8




                                40 RECTOR STREET



                MORTGAGE LOAN INFORMATION
- ----------------------------------------------------------
 ORIGINAL PRINCIPAL BALANCE:       $80,000,000
 CUT-OFF DATE PRINCIPAL BALANCE:   $80,000,000
 % OF POOL BY IPB:                 3.7%
 LOAN SELLER:                      CIBC Inc.
 BORROWER:                         40 Rector Owner LLC
 SPONSOR:                          Philip Pilevsky
 ORIGINATION DATE:                 05/20/05
 INTEREST RATE:                    6.1000%
 INTEREST ONLY PERIOD:             60 months
 MATURITY DATE:                    06/01/10
 AMORTIZATION TYPE:                Interest-Only
 ORIGINAL AMORTIZATION:            N/A
 REMAINING AMORTIZATION:           N/A
 CALL PROTECTION:                  L(24),Def(31),O(4)
 CROSS-COLLATERALIZATION:          No
 LOCK BOX:                         Hard
 ADDITIONAL DEBT:                  No
 ADDITIONAL DEBT TYPE:             N/A
 LOAN PURPOSE:                     Refinance



                   ESCROWS
- ----------------------------------------------
 ESCROWS/RESERVES:     INITIAL      MONTHLY
                       -----------------------
 TAXES:              $1,138,258    $162,608
 INSURANCE:            $478,333     $34,167
 CAPEX:                  $5,502      $5,502
 TI/LC1:             $2,545,000     $45,000





            PROPERTY INFORMATION
- --------------------------------------------
 SINGLE ASSET/PORTFOLIO:   Single Asset
 TITLE:                    Fee
 PROPERTY TYPE:            Office -- CBD
 SQUARE FOOTAGE:           440,127
 LOCATION:                 New York, NY
 YEAR BUILT/RENOVATED:     1920/1971
 OCCUPANCY:                92.3%
 OCCUPANCY DATE:           03/01/05
 NUMBER OF TENANTS:        29
 HISTORICAL NOI:
  2003:                    $6,971,745
  2004:                    $7,240,665
 UW REVENUES:              $13,338,493
 UW EXPENSES:              $6,452,696
 UW NOI:                   $6,885,798
 UW NET CASH FLOW:         $6,381,412
 APPRAISED VALUE:          $101,000,000
 APPRAISAL DATE:           04/06/05




       FINANCIAL INFORMATION
- -----------------------------------
 CUT-OFF DATE LOAN/SF:   $182
 CUT-OFF DATE LTV:       79.2%
 MATURITY DATE LTV:      79.2%
 UW DSCR:                1.29x


<TABLE>



                                                      SIGNIFICANT TENANTS
                                                                                                                        LEASE
                                                                        MOODY'S/    SQUARE      % OF     BASE RENT   EXPIRATION
 TENANT NAME                                  PARENT COMPANY             S&P(2)      FEET       GLA         PSF         YEAR
- -------------------------------------------------------------------------------------------------------------------------------

 THE CITY OF NEW YORK(3)         The City of New York                    A2/NR     216,646      49.2%     $22.84      Various
 QUICK & REILLY(4)               Bank of America Corp.                   A2/AA-     48,848      11.1%     $24.28       2009
 INSTITUTE OF COMMUNITY LIVING   Institute of Community Living, Inc        NR       28,804       6.5%     $17.74       2013
 ADVEST5                         AXA SA                                   A2/A      24,413       5.5%     $29.42       2010
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  At origination, the borrower deposited $2,545,000 into the TI/LC reserve
     with contractual TI/LC collections of $540,000/year. The TI/LC reserve is
     capped at $5,200,000, and in the event that the borrower draws funds from
     the TI/LC reserve, such funds must be deposited back into the TI/LC reserve
     account within 12 months from the date of the draw. In the event that the
     borrower draws funds in the last year of the loan term the replenishment
     window shall be equal to the number of months from the date of the draw to
     maturity, less one month. The balance of the TI/LC reserve is estimated to
     be $5,200,000 at maturity.

(2)  Ratings provided are for the entity listed in the "Parent Company" field
     whether or not the parent company guarantees the lease.

(3)  The City of New York directly leases 216,646 square feet of office space
     for the 9 city government agencies and two storage space leases listed in
     the table on the following page.

(4)  Quick & Reilly leases, but does not occupy its space. The tenant
     coterminously subleases 37,886 square feet (77.6% of Quick & Reilly net
     rentable area) to the following tenants: Edwin Gould Services for Children
     (26,800 square feet at a base rent of $14.50 per square foot), FASCORP
     (5,927 square feet at a base rental rate of $34.64 per square foot) and
     Active Financial Systems (5,159 square feet at a base rental rate of $28.40
     per square foot).

(5)  Advest leases, but does not occupy its space. The tenant subleases 24,413
     square feet to the City of New York (100% of Advest space) at an annual
     rental rate of $823,695 ($33.74 per square foot).

                                     A-3-9




                                40 RECTOR STREET


<TABLE>

                                            SQUARE             %                              LEASE
 AGENCY NAME                                FEET          OF GLA        BASE RENT PSF     EXPIRATION YEAR
- ------------------------------------------------------------------------------------------------------------

 OFFICE OF LABOR RELATIONS                 52,455          11.9%           $23.06              2010
 BOARD OF STANDARDS                        12,736           2.9%           $23.00              2010
 CAMPAIGN FINANCE BOARD                    12,796           2.9%           $23.00              2010
 CIVILIAN COMPLAINT REVIEW BOARD           26,325           6.0%           $23.91              2010
 COMMISSION OF HUMAN RIGHTS                39,348           8.9%           $23.00              2010
 LICENSE AGREEMENT BOARD                   3,585            0.8%           $35.00              2005
 OFFICE OF ADMINISTRATION OF TRIALS        23,661           5.4%           $23.00              2010
 OFFICE OF COLLECTIVE BARGAINING           11,462           2.6%           $23.00              2010
 TAXI & LIMOUSINE COMMISSION               34,278           7.8%           $20.00              2010
 STORAGE                                   NAP            NAP            $7,836/year           2010
 STORAGE                                   NAP            NAP            $4,644/year           2010
- -------------------------------------------------------------------------------------------------------------
</TABLE>

THE LOAN. The 40 Rector Street loan is secured by the fee interest in a 440,127
square foot office building located in New York City, New York.

THE BORROWER. The borrower is 40 Rector Owner LLC, a single asset entity owned
by 40 Rector Holdings, LLC, which in turn is comprised of 40 Rector Manager LLC
(1%), the managing member, PL 40 LLC (49%), and Rec-40 LLC (50%). PL 40 LLC is
owned by Michael Pilevsky (66.6%), Seth Pilevsky (22.2%), Sheila Levine (10.2%),
and PL Manager LLC (1%), which is 100% owned by Philip Pilevsky, the loan
sponsor. Rec-40 LLC is 99% owned by GEN II Trust and 1% by Rec-40 Manager LLC.
GEN II Trust owns 100% of Rec-40 Manager LLC. The GEN II Trust was formed in the
Principality of Liechtenstein for the benefit of individuals in Israel and the
United Kingdom. 40 Rector Manager LLC is 100% owned by PL 40 LLC.

Mr. Pilevsky has over 30 years of commercial real estate experience including
development, leasing, management, operation, acquisition and disposition. Mr.
Pilevsky has equity interests in 24 retail properties (approximately 3.0 million
square feet), 9 office buildings (approximately 1.3 million square feet) and 2
hotels (454 rooms). The borrower has owned the property since 2001.

THE MORTGAGED PROPERTY. 40 Rector Street is an 18-story, 440,127 square foot
(420,627 square feet of office space and 19,500 square feet of retail space)
office building situated on a 0.69-acre site located at the northwest corner of
Rector Street and West Street (West Side Highway), in the Financial District of
Manhattan, New York. The property was originally built in 1920 and renovated in
1971.

The property is 92.3% leased by 29 tenants, the largest of which is the City of
New York, which has leased space at the property since the mid 1990's and
directly leases 49.2% of the net rentable area for 9 New York City government
agencies including the Office of Labor Relations, the Board of Standards, the
Campaign Finance Board, the Civilian Complaint Review Board and the Commission
of Human Rights, among others. The City of New York also subleases 24,413
square feet (100%) of the Advest space for the Civilian Complaint Review Board.
The property also offers 19,500 square feet of ground floor retail space that
is 100% occupied by Spins Floor Covering, Atrium (restaurant), Dow Jones,
Alliance for Downtown, a tool repair store and a spoke shop. The property has
been over 96% occupied since 2002 with 22 tenants occupying 85.3% of the net
rentable area having been at the property since 1998 or earlier.

At origination, the borrower deposited $2,545,000 into the TI/LC reserve with
contractual TI/LC collections of $540,000 per year. The TI/LC reserve is capped
at $5,200,000, and in the event that the borrower draws funds from the TI/LC
reserve, such funds must be deposited back into the TI/LC reserve account within
12 months from the date of the draw. In the event that the borrower draws funds
in the last year of the loan term, the replenishment window shall be equal to
the number of months from the date of the draw to maturity, less one month. The
balance of the TI/LC reserve is expected to be $5,200,000 at maturity.

The lender will institute a cash flow sweep upon an occurrence of an event of
default or if the DSCR falls below 1.00x for two consecutive quarters. The cash
flow sweep will continue until the DSCR has been greater than or equal to 1.05x
for 2 consecutive quarters, at which time funds will be remitted to the borrower
unless the cash flow sweep period ends during the last year of the loan term,
during which time any excess funds shall be held as security for the repayment
of the loan.

In the event that the DSCR falls below 1.00x for two consecutive quarters and
the occupancy at the property is below 85%, the borrower will be required to
deposit with lender, in the form of cash or a letter of credit acceptable to the
lender, an amount equal to: the difference between the breakeven Net Operating
Income ("NOI") of $4,880,000 (as defined by the mortgage) and the lender's
underwritten NOI, divided by the loan coupon. In the event that the DSCR remains
below 1.00x and the occupancy continues to be below 85% for 4 consecutive
quarters, the lender may replace the current manager with a manager acceptable
to lender. Any such deposited funds or letter(s) of credit may be remitted to
the borrower when the DSCR remains above 1.10x for 2 consecutive quarters, other
than during the final year of the loan term, during which time any excess funds
and/or letter(s) of credit shall be held as security for the repayment of the
loan.
- -------------------------------------------------------------------------------



                                     A-3-10




                                40 RECTOR STREET

THE MARKET(1). The property is located in the Financial District of Lower
Manhattan in New York City and occupies a full northern block front along the
West Side Highway (at the corner of Rector Street), which runs north/south
through the length of Manhattan and is one of the only two highways in
Manhattan. The property's neighborhood is bounded by Battery Place to the south,
West Street (West Side Highway) to the west, Liberty Street and the World Trade
Center site to the north, and Broadway to the east. Lower Manhattan is served by
15 subway lines, over 30 local and express bus routes, 20 ferry routes, and the
PATH transit system. The area is also accessible by car through a network of
highways, bridges and tunnels.

According to REIS, as of the First Quarter of 2005, the Manhattan office market
contained an inventory of 354 million square feet of space contained in 1,370
buildings, within three submarkets. The overall market vacancy was 9.9% with
average asking rents of $42.61 per square foot. During the First Quarter of 2005
the Manhattan office market experienced a rent growth of 1.0% and had a positive
absorption of 1,305,000 square feet. Manhattan Class B office inventory was
approximately 166.7 million square feet with a vacancy rate of 10.8% and asking
rents of $32.82 per square foot.

The property is located in the downtown submarket that according to REIS had an
inventory of 70,486,000 square feet contained in 183 buildings during the First
Quarter of 2005. The submarket vacancy was 13.1% (a decrease of 0.5% from the
Fourth Quarter of 2004) with average asking rents of $33.94 per square foot. The
submarket experienced a 0.7% growth in rents and had a positive absorption of
224,000 square feet. Downtown Class B office inventory was approximately 31.3
million square feet with a vacancy rate of 15.9% and asking rents of $28.83 per
square foot. In the First Quarter of 2005 the downtown Class B office market had
a positive absorption of 147,000 square feet.

PROPERTY MANAGEMENT. The property is managed by Philips International Holding
Corp., an affiliate entity of the borrower.
- -------------------------------------------------------------------------------

(1)  Unless otherwise noted, certain information was obtained from the 40 Rector
     Street appraisal dated April 6, 2005. The appraisal relies upon many
     assumptions, and no representation is made as to the accuracy of the
     assumptions underlying the appraisal.




<TABLE>

                                                     LEASE ROLLOVER SCHEDULE

                 NUMBER                                                     CUMULATIVE
                  OF        SQUARE                             % OF BASE     SQUARE      CUMULATIVE    CUMULATIVE    CUMULATIVE %
                LEASES      FEET      % OF GLA    BASE RENT      RENT         FEET        % OF GLA     BASE RENT    OF BASE RENT
      YEAR     EXPIRING   EXPIRING    EXPIRING    EXPIRING     EXPIRING     EXPIRING      EXPIRING      EXPIRING      EXPIRING
- ---------------------------------------------------------------------------------------------------------------------------------

 VACANT          N/A       33,820        7.7%        N/A           N/A        33,820         7.7%            N/A           N/A
 2005 & MTM        2        3,750        0.9       $140,808        1.5%       37,570         8.5%       $140,808          1.5%
 2006              2       21,890        5.0        560,843        5.8        59,460        13.5%       $701,651          7.3%
 2007              2        5,009        1.1        141,708        1.5        64,469        14.6%       $843,359          8.8%
 2008              8       21,364        4.9        590,348        6.2        85,833        19.5%     $1,433,707         14.9%
 2009              6       63,350       14.4      1,537,564       16.0       149,183        33.9%     $2,971,271         31.0%
 2010             14      253,816       57.7      5,945,966       62.0       402,999        91.6%     $8,917,237         92.9%
 2011              0            0        0.0              0        0.0       402,999        91.6%     $8,917,237         92.9%
 2012              1        8,324        1.9        166,480        1.7       411,323        93.5%     $9,083,717         94.7%
 2013              1       28,804        6.5        510,955        5.3       440,127       100.0%     $9,594,672        100.0%
 2014              0            0        0.0              0        0.0       440,127       100.0%     $9,594,672        100.0%
 2015              0            0        0.0              0        0.0       440,127       100.0%     $9,594,672        100.0%
 AFTER             0            0        0.0              0        0.0       440,127       100.0%     $9,594,672        100.0%
- ----------------------------------------------------------------------------------------------------------------------------------
 TOTAL            36      440,127      100.0%    $9,594,672      100.0%
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                     A-3-11




                                40 RECTOR STREET

              [MAP INDICATING LOCATION OF 40 RECTOR STREET OMITTED]





                                     A-3-12




                                40 RECTOR STREET

                   [STACKING PLAN OF 40 RECTOR STREET OMITTED]





                                     A-3-13




                              PROMENADE AT WESTLAKE

                   [4 PHOTOS OF PROMENADE AT WESTLAKE OMITTED]





                                     A-3-14



                             PROMENADE AT WESTLAKE


                        MORTGAGE LOAN INFORMATION
- --------------------------------------------------------------------------
 ORIGINAL PRINCIPAL BALANCE:       $70,000,000
 CUT-OFF DATE PRINCIPAL BALANCE:   $70,000,000
 % OF POOL BY IPB:                 3.2%
 LOAN SELLER:                      JPMorgan Chase Bank, N.A.
 BORROWER:                         Westlake Promenade, LLC
 SPONSOR:                          USA Investments, Inc., Rick Caruso,
                                   and Caruso Property Management
 ORIGINATION DATE:                 06/09/05
 INTEREST RATE:                    5.0200%
 INTEREST ONLY PERIOD:             60 months
 MATURITY DATE:                    07/01/15
 AMORTIZATION TYPE:                Balloon
 ORIGINAL AMORTIZATION:            360 months
 REMAINING AMORTIZATION:           360 months
 CALL PROTECTION:                  L(24),Def(92),O(4)
 CROSS-COLLATERALIZATION:          No
 LOCK BOX:                         Cash Management Agreement
 ADDITIONAL DEBT:                  No
 ADDITIONAL DEBT TYPE:             N/A
 LOAN PURPOSE:                     Refinance



                  ESCROWS
- -------------------------------------------
 ESCROWS/RESERVES:    INITIAL    MONTHLY
                     -------------------
 TAXES:              $209,619    $69,873




              PROPERTY INFORMATION
- ------------------------------------------------
 SINGLE ASSET/PORTFOLIO:   Single Asset
 TITLE:                    Fee
 PROPERTY TYPE:            Retail - Anchored
 SQUARE FOOTAGE:           201,572
 LOCATION:                 Thousand Oaks, CA
 YEAR BUILT/RENOVATED:     1996
 OCCUPANCY:                100.0%
 OCCUPANCY DATE:           03/31/05
 NUMBER OF TENANTS:        32
 HISTORICAL NOI:
   2003:                   $6,002,865
   2004:                   $6,022,857
 TTM AS OF 03/31/05:       $6,011,585
 UW REVENUES:              $8,404,451
 UW EXPENSES:              $2,529,520
 UW NOI:                   $5,874,931
 UW NET CASH FLOW:         $5,616,987
 APPRAISED VALUE:          $94,000,000
 APPRAISAL DATE:           05/05/05




         FINANCIAL INFORMATION
- ----------------------------------------
 CUT-OFF DATE LOAN/SF:     $347
 CUT-OFF DATE LTV:         74.5%
 MATURITY DATE LTV:        68.7%
 UW DSCR:                  1.24x


<TABLE>

                                                    SIGNIFICANT TENANTS
                                                                                           BASE                      LEASE
                                                       MOODY'S/    SQUARE                  RENT        SALES      EXPIRATION
 TENANT NAME                   PARENT COMPANY           S&P(1)      FEET     % OF GLA      PSF     PSF/SCREEN(2)     YEAR
- ----------------------------------------------------------------------------------------------------------------------------

 CINAMERICA THEATRES          Mann Theatres               NR       32,562       16.2%     $16.26      $668,713       2021
 BRISTOL FARMS MARKET         Albertson's              Baa2/BBB    31,067       15.4%     $22.71          $419       2016
 THE DISNEY STORE             Walt Disney Co.          Baa1/A-     25,804       12.8%     $22.80           NAV       2012
  (SUBLEASED TO COPELAND
  SPORTS(3))
 BARNES & NOBLE BOOKSELLERS   Barnes & Noble, Inc.      Ba3/NR     20,600       10.2%     $23.76          $394       2007
 COST PLUS                    Cost Plus, Inc.             NR       18,930        9.4%     $20.25          $235       2012
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Ratings provided are for the entity listed in the "Parent Company" field
     whether or not the parent company guarantees the lease.

(2)  Sales per square foot figures provided are based on 2004 sales with the
     exception of sales for Cost Plus, which are based on 2003 store sales.

(3)  Since 2001, the Disney Store space has been subleased to Copeland Sports
     under largely the same terms as Disney's original lease (with the exception
     of the percentage rent clause). Copeland Sports has the option to extend
     the lease term subject to a minimum net worth of $10 million. Disney
     originally took occupancy of its space in 1996 and was using the space as
     an indoor entertainment center for children. Disney subsequently opened
     similar concept stores at other locations in California but ended up
     abandoning the concept and vacating all stores including the property.


                                     A-3-15



                             PROMENADE AT WESTLAKE

THE LOAN. The Promenade at Westlake loan is secured by a first mortgage on a fee
interest in a 201,572 square foot anchored retail center located in Thousand
Oaks, California.

THE BORROWER. The borrower, Westlake Promenade LLC, is a single asset, special
purpose entity owned by Rick Caruso or entities controlled by Rick Caruso. The
sponsor and carve-out guarantor for the loan will be USA Investments Inc., which
is controlled and directed by Rick Caruso.

Rick Caruso is the president and CEO of Caruso Affiliated Holdings, a privately
held, diversified national real estate company. Founded in 1980, Caruso
Affiliated Holdings owns or has interests in more than 35 commercial and retail
properties in the United States including 6 life style centers totalling
approximately 1.17 million square feet located in the greater Los Angeles area.
In recent years the company has expanded from its initial strategy of investing
in commercial properties into the acquisition, development and management of
commercial properties.

THE MORTGAGED PROPERTY. Promenade at Westlake is a 201,572 square foot anchored
retail center located in Thousand Oaks, California, approximately 40 miles west
of the Los Angeles central business district and 12 miles inland from the
Pacific Ocean. Developed by the sponsor in 1996, the property has maintained a
100% occupancy level since opening. The property was designed to be a community
landmark. This pedestrian-friendly center has a European Village theme, which is
reflected in the architectural elements such as cupola-covered towers, second
story balconies with French doors, iron railings, fountains with bronze
sculptures and colored awnings. The property has won multiple design awards.

The property is anchored by an eight-screen Mann Theatres (operating as
Cinamerica Theatres at the property), Bristol Farms, Copeland Sports (as a
sublessee of the Disney Store space), Barnes & Noble Booksellers, Cost Plus
Imports and has an additional 27 in-line stores including California Pizza
Kitchen, Romano's Macaroni Grill and Cold Stone Creamery. Mann Theatre is a
boutique theatre chain that currently owns and operates 19 theatres (117
screens) in Southern California, with the chain's primary area of operation
being the greater Los Angeles area. The theatre has experienced sales growth at
the property in the last three years reporting per screen sales of $581,635,
$624,266 and $668,713 in 2002, 2003 and 2004, respectively. Bristol Farms is a
gourmet and specialty food retailer that operates 11 upscale supermarkets in
California's Los Angeles, Orange and Ventura counties. Since opening its first
store in 1982, Bristol Farms has received accolades from local, regional and
national media outlets and was recently recognized by Zagat's Market-place
Survey as the number one market for overall quality and service. Bristol Farms
derives two-thirds of its revenue from fresh products and generally operates
stores that are smaller than traditional supermarkets. Bristol Farms was
acquired by Albertsons in September 2004 and had sales at the property of $332,
$404 and $419 per square foot in 2002, 2003 and 2004, respectively. Disney
originally rented its space as an indoor entertainment center for children and
subsequently opened other similar concept stores in California. Ultimately
Disney closed the store at the property as well as all other locations. Although
still responsible for the lease, Disney has been subletting its space at the
property to Copeland Sports since 2001. Copeland Sports is a sporting goods
retailer operating 36 stores primarily in the Western United States. In 2004,
the property achieved major and inline tenant sales of $409 per square foot and
$542 per square foot, respectively. The property's average in-place rent is
$27.75 per square foot.

THE MARKET(1). The property is located in the commercial district of the city of
Thousand Oaks and is less than one-half mile north of the California State
Highway 101 off-ramp. The property can be accessed from both Thousand Oaks
Boulevard and Westlake Boulevard, both major arterial roadways comprised of
storefront retail and office, retail strip centers, fast food and local
restaurants, and residential development. Promenade at Westlake is visible and
accessible from the roadway frontage of Westlake and Thousand Oaks.

The property is located in the Ventura, California retail market and
specifically within the Thousand Oaks submarket. Thousand Oaks is a suburb of
Los Angeles, located 40 miles west of downtown Los Angeles, 55 miles east of
Santa Barbara and 12 miles inland from the Pacific Ocean. As of 2004, the
population within a one-, three- and five-mile radius of the property was 6,200,
55,000 and 128,148 persons, respectively. The average population growth in the
last five years was 1.24% per annum. The average household income within a five
mile radius is $117,541.

The total square footage in the Ventura, California market is approximately 15.5
million square feet and in the Thousand Oaks submarket is approximately 2.1
million square feet. The property is located 4.3 miles east of the 1.1 million
square foot enclosed regional mall known as Oaks Mall. New construction in the
submarket includes a 50,000 square feet retail development being developed by
Caruso Affiliates, located 1.8 miles northeast of the property, and scheduled to
open in the summer of 2005. As of First Quarter 2005, the market and submarket
reported occupancy levels of 96.2% and 98.5%, respectively. The average rent in
the submarket is $31.40 per square foot and has been trending upwards since
2000.

PROPERTY MANAGEMENT. Since 1996, the property has been managed by Caruso
Management company, an affiliate of the borrower. Caruso Management Company is
the management arm of Caruso Affiliated Holdings, managing over 35 commercial
and retail properties in the United States.
- -------------------------------------------------------------------------------


(1)  Certain information was obtained from the Promenade at Westlake appraisal
     dated May 5, 2005. The appraisal relies upon many assumptions, and no
     representation is made as to the accuracy of the assumptions underlying the
     appraisal.


                                     A-3-16

<TABLE>



                                                     PROMENADE AT WESTLAKE


                                                    LEASE ROLLOVER SCHEDULE
                 NUMBER                                                     CUMULATIVE                                CUMULATIVE
                  OF        SQUARE                             % OF BASE      SQUARE      CUMULATIVE    CUMULATIVE    % OF BASE
                LEASES      FEET      % OF GLA    BASE RENT      RENT          FEET        % OF GLA     BASE RENT       RENT
      YEAR     EXPIRING   EXPIRING    EXPIRING    EXPIRING     EXPIRING      EXPIRING      EXPIRING      EXPIRING     EXPIRING
- ------------- ---------- ---------- ----------- ------------ ------------ ------------- ------------- ------------- ------------

 VACANT            N/A        N/A        N/A           N/A         N/A           N/A          N/A            N/A          N/A
 2005 & MTM          0          0        0.0%            $0        0.0%            0          0.0%            $0          0.0%
 2006                9     30,860       15.3      1,169,470       20.9        30,860         15.3%    $1,169,470         20.9%
 2007                3     24,079       11.9        693,836       12.4        54,939         27.3%    $1,863,306         33.3%
 2008                5      9,200        4.6        427,040        7.6        64,139         31.8%    $2,290,346         40.9%
 2009                3      9,275        4.6        337,246        6.0        73,414         36.4%    $2,627,592         47.0%
 2010                1      1,311        0.7         82,593        1.5        74,725         37.1%    $2,710,185         48.5%
 2011                2      1,842        0.9        140,287        2.5        76,567         38.0%    $2,850,472         51.0%
 2012                3     45,910       22.8      1,045,528       18.7       122,477         60.8%    $3,896,000         69.7%
 2013                1      6,812        3.4        188,011        3.4       129,289         64.1%    $4,084,011         73.0%
 2014                3      8,654        4.3        274,040        4.9       137,943         68.4%    $4,358,052         77.9%
 2015                0          0        0.0              0        0.0       137,943         68.4%    $4,358,052         77.9%
 AFTER               2     63,629       31.6      1,234,990       22.1       201,572        100.0%    $5,593,041        100.0%
- --------------------------------------------------------------------------------------------------------------------------------
 TOTAL              32    201,572      100.0%    $5,593,041      100.0%
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                     A-3-17




                              PROMENADE AT WESTLAKE

           [MAP INDICATING LOCATION OF PROMENADE AT WESTLAKE OMITTED]





                                     A-3-18




                              PROMENADE AT WESTLAKE

                  [SITE PLAN OF PROMENADE AT WESTLAKE OMITTED]







                                     A-3-19




                                     LXP-ISS

                          [2 PHOTOS OF LXP-ISS OMITTED]





                                     A-3-20




                                    LXP- ISS



                         MORTGAGE LOAN INFORMATION
- ---------------------------------------------------------------------------
 ORIGINAL PRINCIPAL BALANCE:       $45,237,981
 CUT-OFF DATE PRINCIPAL BALANCE:   $45,237,981
 % OF POOL BY IPB:                 2.1%
 LOAN SELLER:                      JPMorgan Chase Bank, N.A.
 BORROWER:                         Lexington Atlanta L.P.
 SPONSOR:                          Lexington Corporate Properties Trust
 ORIGINATION DATE:                 04/13/05
 INTEREST RATE:                    5.2680%
 INTEREST ONLY PERIOD:             12 months
 MATURITY DATE:                    05/01/13
 AMORTIZATION TYPE:                Balloon
 ORIGINAL AMORTIZATION:            360 months
 REMAINING AMORTIZATION:           360 months
 CALL PROTECTION:                  L(24),Def(67),O(3)
 CROSS-COLLATERALIZATION:          No
 LOCK BOX:                         Cash Management Agreement
 ADDITIONAL DEBT:                  No
 ADDITIONAL DEBT TYPE:             N/A
 LOAN PURPOSE:                     Acquisition



                            ESCROWS
- ----------------------------------------------------------------
 ESCROWS/RESERVES:         INITIAL                MONTHLY
                        ----------------------------------------
 TAXES:                            $0            Springing(1)
 INSURANCE:                        $0                  NAP(2)
 REQUIRED REPAIRS:        Springing(3)                     $0
 TI/LC:                            $0            Springing(4)



              PROPERTY INFORMATION
- -------------------------------------------------
 SINGLE ASSET/PORTFOLIO:   Single Asset
 TITLE:                    Leasehold
 PROPERTY TYPE:            Office -- Suburban
 SQUARE FOOTAGE:           289,000
 LOCATION:                 Atlanta, GA
 YEAR BUILT/RENOVATED:     2000/2003
 OCCUPANCY:                100.0%
 OCCUPANCY DATE:           07/01/05
 NUMBER OF TENANTS:        1
 HISTORICAL NOI:
   2003:                   $4,857,435
   2004:                   $5,639,017
 UW REVENUES:              $6,503,434
 UW EXPENSES:              $1,934,103
 UW NOI:                   $4,569,331
 UW NET CASH FLOW:         $4,189,760
 APPRAISED VALUE:          $76,600,000
 APPRAISAL DATE:           01/24/05




       FINANCIAL INFORMATION
- -----------------------------------
 CUT-OFF DATE LOAN/SF:    $157
 CUT-OFF DATE LTV:        59.1%
 MATURITY DATE LTV:       52.6%
 UW DSCR:                 1.39x

<TABLE>




                                                SIGNIFICANT TENANTS
- -------------------------------------------------------------------------------------------------------------------
                                                                                                            LEASE
                                                           MOODY'S/    SQUARE      % OF      BASE RENT   EXPIRATION
              TENANT NAME               PARENT COMPANY  S&P/FITCH(5)    FEET       GLA          PSF         YEAR
- ---------------------------------- -------------------- ------------ --------- ----------- ------------ -----------

 INTERNET SECURITY SYSTEMS, INC.            N/A              NR        289,000     100.0%       $21.23       2013
</TABLE>

(1)  Upon the occurrence of an event of default, the borrower will be required
     to deposit into the tax reserve account on a monthly basis an amount equal
     to 1/12th of the amount the lender estimates will be payable during the
     ensuing 12 month period.

(2)  Borrower has obtained a blanket insurance property covering the property in
     lieu of a springing monthly insurance collection that would have been
     required in the event of a default.

(3)  Approximately $1,800 of required repairs were recommended by the property's
     engineering report. The borrower is required to complete these repairs
     within 12 months of the loan origination date. In the event that the work
     has not been completed within the 12 month period, the borrower will be
     required to deposit 125% of the required repairs amount into a required
     repairs reserve and will have 6 months to complete the work.

(4)  Upon the occurrence of the tenant declaring bankruptcy or other insolvency
     events or the tenant going dark or beginning 16 scheduled payment dates
     prior to the tenant's lease expiration date, borrower will begin sweeping
     cash flow on a monthly basis into a leasing reserve account until the
     amounts in the account equal or exceed $3,003,728. The borrower will be
     able to provide a TI/LC guarantee in the amount of $750,931 in lieu of
     funding the leasing reserve in the event the borrower principal satisfies
     certain financial covenants including having a minimum net worth of
     $600,000,000 as reflected in publicly available financial statements.

(5)  Ratings provided are for the entity listed in the "Parent Company" field
     whether or not the parent company guarantees the lease.


                                     A-3-21




                                    LXP- ISS

THE LOAN. The LXP-ISS loan is secured by a first mortgage on a leasehold
interest in three office buildings totaling 289,000 square feet located in
Atlanta, Georgia.

THE BORROWER. The borrower, Lexington Atlanta L.P., is a single asset, special
purpose entity owned by Lexington Corporate Properties Trust ("Lexington"), a
self-managed and self-administrated real estate investment trust ("REIT") that
acquires, owns and manages a portfolio of office, industrial and retail
properties net-leased to corporations throughout the United States. The borrower
and its predecessor firms have been in the business of investing in net-leased
single tenant properties since 1973. The New York-based borrower was formed by a
merger of two of these predecessor firms in 1993 and currently owns and manages
a portfolio of over 190 properties in 37 states totaling approximately 37
million square feet. The borrower also provides institutional advisory and asset
management services to institutional investors in the net-lease area.

Lexington acquired the LXP-ISS property as part of a larger acquisition of 39
properties from Wells REIT, totaling approximately 6.4 million square feet,
consisting of mostly single-tenant office buildings and some industrial
properties leased to credit and nationally recognized tenants. As of September
2004, Lexington's total assets under management exceeded $1.5 billion.

THE MORTGAGED PROPERTY. LXP-ISS is a 289,000 square foot suburban Class A office
complex located in the north central portion of Atlanta, Georgia, approximately
12 miles north of the central business district. The property consists of one
three-story and two five-story office buildings. The two five-story buildings
(Buildings I and II) were completed in 2001 and are connected by a second story
walkway while the three-story Building III was completed in 2003 and is
connected to Buildings I and II by a six level parking garage that contains 938
parking spaces. Amenities include a cafeteria and fitness center.

The property is 100% leased to Internet Security Systems ("ISS"), which uses the
property as its global headquarters. ISS, founded in 1994, provides security
products and services that preemptively protect enterprise organizations against
Internet threats with more than 11,000 customers worldwide. ISS has invented
technologies such as vulnerability assessment, intrusion detection and
prevention and its Proventia Enterprise Security Platform, offers enterprise-
wide preemptive protection that is integrated with existing information
technology business processes. ISS maintains more than 35 offices in 20
countries worldwide and reported total revenue of $289.9 million for the year
ending December 31, 2004, an 18% increase over the previous year. ISS employs
1,200 people globally. ISS is listed on the Nasdaq under the ticker symbol ISSX
and had an equity market capitalization of $931 million as of July 5, 2005.

ISS leases its spaces at the property by way of two leases both of which expire
in May 2013. The company has three 5-year renewal options on each lease at a
rate equal to 95% of the market rate at the time of renewal. The tenant pays an
average rental rate of $21.23 per square foot on a triple-net basis. ISS was
initially required to deliver two letters of credit to the landlord totaling
$12,500,000 as a security deposit. Each year thereafter, ISS is required to
deliver letters of credit that in the aggregate total $1,250,000 less than the
previous year.

THE MARKET(1). The property is located approximately 12 miles north of the
Atlanta central business district. The property is situated in the Atlanta
market and within the Central Perimeter submarket. The property can be accessed
via Highway 400, a major north/south highway located less than one mile from the
property. Highway 400 provides regional access to the property connecting it to
several interstates serving metropolitan Atlanta, including Interstates 285, 75
and 85. The population and household income in 2004 within a five mile radius of
the property was 176,662 and $112,600, respectively.

The overall vacancy rate in the Atlanta office market at the end of the Fourth
Quarter of 2004 was 19.7%, representing a decrease from the 21.6% Fourth Quarter
of 2003 vacancy rate. This decrease in vacancy rate occurred in a quarter where
Atlanta saw 1,207,417 square feet in positive net absorption and 219,858 square
feet in deliveries. Vacancy within the submarket was 23.6% at the end of the
2004. Quoted rental rates for available space within the Class A sector averaged
$20.80 per square foot at the end of the Fourth Quarter of 2004.

According to the appraisal, the six most direct competitors to the property
reported strong occupancy levels, very good to excellent
condition, an average occupancy rate of 92% and an average quoted rental rate
of $22.50 per square foot.

PROPERTY MANAGEMENT. The LXP-ISS property is managed by PM Realty Group L.P.
- -------------------------------------------------------------------------------


(1)  Certain information was obtained from the LXP-ISS appraisal dated January
     24, 2005. The appraisal relies upon many assumptions, and no representation
     is made as to the accuracy of the assumptions underlying the appraisal.


                                     A-3-22




                                     LXP-ISS

                  [MAP INDICATING LOCATION OF LXP-ISS OMITTED]





                                     A-3-23




                            4250 NORTH FAIRFAX DRIVE

                 [3 PHOTOS OF 4250 NORTH FAIRFAX DRIVE OMITTED]





                                     A-3-24



                            4250 NORTH FAIRFAX DRIVE


                        MORTGAGE LOAN INFORMATION
- --------------------------------------------------------------------------
 ORIGINAL PRINCIPAL BALANCE:       $45,000,000
 CUT-OFF DATE PRINCIPAL BALANCE:   $45,000,000
 % OF POOL BY IPB:                 2.1%
 SHADOW RATING (M/F)               A3/A
 LOAN SELLER:                      JPMorgan Chase Bank, N.A.
 BORROWER:                         4250 N. Fairfax Owner, LLC
 SPONSOR:                          Wells Real Estate Investment Trust,
                                   Inc.
 ORIGINATION DATE:                 05/04/05
 INTEREST RATE:                    5.1950%
 INTEREST ONLY PERIOD:             84 months
 MATURITY DATE:                    06/01/12
 AMORTIZATION TYPE:                Interest-Only
 ORIGINAL AMORTIZATION:            N/A
 REMAINING AMORTIZATION:           N/A
 CALL PROTECTION:                  L(24),Def(57),O(2)
 CROSS-COLLATERALIZATION:          No
 LOCK BOX:                         No
 ADDITIONAL DEBT:                  No
 ADDITIONAL DEBT TYPE:             N/A
 LOAN PURPOSE:                     Refinance



                          ESCROWS
- --------------------------------------------------------------------------------
On-going escrow collections for the 4250 North Fairfax Drive loan were waived
given the loan's low underwritten LTV ratio of 41.7%. The borrower will retain
approximately $48.6 million of equity in the deal. The loan is shadow rated A3/A
by Moody's and Fitch.



            PROPERTY INFORMATION
- --------------------------------------------
 SINGLE ASSET/PORTFOLIO:   Single Asset
 TITLE:                    Fee
 PROPERTY TYPE:            Office -- CBD
 SQUARE FOOTAGE:           304,500
 LOCATION:                 Arlington, VA
 YEAR BUILT/RENOVATED:     1998
 OCCUPANCY:                98.6%
 OCCUPANCY DATE:           03/31/05
 NUMBER OF TENANTS:        7
 HISTORICAL NOI:
  2003:                    N/A(1)
  2004:                    $8,594,871
 TTM AS OF 03/31/05:       $8,087,707
 UW REVENUES:              $10,077,294
 UW EXPENSES:              $3,146,547
 UW NOI:                   $6,930,747
 UW NET CASH FLOW:         $6,775,815
 APPRAISED VALUE:          $108,000,000
 APPRAISAL DATE:           04/20/05




         FINANCIAL INFORMATION
- ----------------------------------------
 CUT-OFF DATE LOAN/SF:      $
148
 CUT-OFF DATE LTV:          41.7%
 MATURITY DATE LTV:         41.7%
 UW DSCR:                   2.86x



<TABLE>

                                                 SIGNIFICANT TENANTS
                                                                                                               LEASE
                                                              MOODY'S/     SQUARE      % OF     BASE RENT   EXPIRATION
 TENANT NAME             PARENT COMPANY                        S&P(2)      FEET        GLA         PSF         YEAR
- ----------------------- ---------------------------------- ------------ ---------- ---------- ------------ -----------

 QWEST COMMUNICATIONS   Quest Communications Int'l, Inc.     Caa2/BB--  161,141    52.9%        $18.39         2014
  CORPORATION
 NCS PEARSON, INC.      Pearson plc                             NR       49,314    16.2%        $31.26         2013
 KEI PEARSON, INC.      Pearson plc                             NR       39,038    12.8%        $31.26         2013
 ASSOCIATED BUILDERS    Associated Builders                     NR       24,657     8.1%        $28.96         2013
 AVAYA INC.             Avaya Inc.                              NR       20,407     6.7%        $30.90         2008
</TABLE>

(1)  The property was acquired by the current borrower sponsor in September 2003
     and operating numbers for that year are not available.

(2)  Ratings provided are for the entity listed in the "Parent Company" field
     whether or not the parent company guarantees the lease.


                                     A-3-25



                            4250 NORTH FAIRFAX DRIVE

THE LOAN. The 4250 North Fairfax Drive loan is secured by a first mortgage on a
fee interest in a 304,500 square foot Class A office building located in
Arlington, Virginia.

THE BORROWER. The borrowing entity, 4250 N. Fairfax Owner, LLC, is a single
asset, special purpose entity owned by Wells Real Estate Investment Trust,
Inc., a privately held real estate investment trust ("Wells REIT") that invests
conservatively in primarily high quality office and industrial properties
across the United States. The Atlanta based company was founded in 1984 by
current company President and principal owner Leo F. Wells III. The properties
in the company's portfolio are typically leased to large corporations that are
typically credit rated. Wells REIT currently invests and manages a portfolio of
approximately $6 billion in assets. Wells REIT reports total assets of
approximately $609 million and a net worth of $237 million.

Wells REIT acquired the property in December 2003 for approximately $93.6
million.

THE MORTGAGED PROPERTY. 4250 North Fairfax Drive is a Class A office building
located in the Ballston area of Arlington County, approximately 5 miles west of
Washington D.C. The 14-story office building contains 304,500 square feet of
office space and was originally developed in 1998. The property is built on a
1.76 acre parcel and includes a 628 space parking garage.

The property was originally built as a build-to-suit for Qwest Communications
International, Inc. ("Qwest") in 1998. Qwest subsequently sold its interest in
the property and downsized from 304,500 square feet (the entire property) to
161,141 square feet as of March 2005. Qwest currently sublets approximately
24,657 square feet to NCS Pearson so that Qwest now occupies 136,484 square
feet (45% of the property). Other tenants at the property include NCS Pearson
(73,971 square feet, inclusive of subleased space), KEI Pearson, Inc. (39,038
square feet) and two first floor restaurants. The property's in-place average
rent is $24.11 per square foot.

Qwest is a telecommunications company that provides voice, video, and data
services in three segments: wireline services, wireless services, and other
services in 14 states. Qwest also provides long-distance services and broadband
data, as well as voice and video communications globally. The company sells its
products and services to small businesses, governmental entities, and public
and private educational institutions through various channels. Qwest reported
total revenue of $13.78 billion for the fiscal year ending March 31, 2005.

NCS Pearson, Inc. ("NCS") is a global provider of education and testing
applications, services and technologies. KEI Pearson, Inc. ("KEI") serves as the
prime contractor to the United States Department of the Navy of educational
programs. Both NCS and KEI are owned by Pearson plc which operates globally as a
publishing company with its principal operations in the education, business
information, and consumer publishing markets. The company operates in three
divisions: Pearson Education, the FT Group, and the Penguin Group. The Pearson
Education division specializes in educational publishing and services. The FT
Group division provides international newspaper, print and online financial
information. Its flagship product is the Financial Times. The Penguin Group
division publishes a portfolio of fiction, non-fiction, reference, and
illustrated works of various authors.

THE MARKET(1). The property is located less than 5 miles west of Washington D.C.
in the Ballston area of Arlington county which is part of the Rosslyn Ballston
Corridor, a high density commercial market benefiting from the metro rail that
parallels Interstate 66. High density development is situated at metro station
locations. The Ballston metro station is located just two blocks east of the
property and provides convenient mass transit access to the metropolitan area.
Primary access to the property is provided via Wilson Boulevard and Fairfax
Drive. The population and household income within a three mile radius of the
property are 220,842 and $93,157, respectively.

According to market sources, as of year-end 2004, the Northern Virginia office
market had an inventory of approximately 159.9 million square feet of space in
2,404 multi-tenanted buildings, with a vacancy rate of 11.4%. In the Ballston
submarket, there are 36 office buildings totaling approximately 5.8 million
square feet with a vacancy rate of 10.7%.

Within the Ballston submarket, average rents are reported at $30.56 per square
foot on a modified gross basis with average rents of $33.50 per square foot for
office buildings considered comparable to the property. Northern Virginia
office absorption increased in 2003 and 2004 to over 5 million square feet per
year after contracting in 2001 and remaining flat in 2002. While many tenants
vacated existing space in 2001 and 2002, companies began to reemerge and occupy
additional space in 2003. Strong absorption levels were reported in 2004 with
over 5.5 million square feet of positive absorption in Northern Virginia. After
four years of new supply exceeding 6.6 million square feet annually, the new
supply dropped to only 1.7 million square feet in 2003 and 3.0 million square
feet in 2004.

PROPERTY MANAGEMENT. 4250 North Fairfax Drive is managed by Jones Lang LaSalle
Americas, Inc. ("Jones Lang LaSalle"), an integrated global provider of real
estate and money management services that has managed the property since 2003.
Jones Lang LaSalle serves its clients from offices in more than 100 markets
across five continents and has approximately 19,300 employees worldwide.
- -------------------------------------------------------------------------------


(1)  Certain information was obtained from the 4250 North Fairfax appraisal
     dated April 20, 2005. The appraisal relies upon many assumptions, and no
     representation is made as to the accuracy of the assumptions underlying the
     appraisal.


                                     A-3-26



                            4250 NORTH FAIRFAX DRIVE


<TABLE>

                                                   LEASE ROLLOVER SCHEDULE
                 NUMBER                                                     CUMULATIVE
                  OF        SQUARE                             % OF BASE     SQUARE      CUMULATIVE    CUMULATIVE   CUMULATIVE % OF
                LEASES      FEET      % OF GLA    BASE RENT      RENT         FEET        % OF GLA     BASE RENT      BASE RENT
      YEAR     EXPIRING   EXPIRING    EXPIRING    EXPIRING     EXPIRING     EXPIRING      EXPIRING      EXPIRING       EXPIRING
- -----------------------------------------------------------------------------------------------------------------------------------

 VACANT            N/A      4,250        1.4%           N/A         N/A        4,250         1.4%            N/A           N/A
 2005 & MTM          0          0        0.0             $0        0.0%        4,250         1.4%             $0          0.0%
 2006                0          0        0.0              0        0.0         4,250         1.4%             $0          0.0%
 2007                1      1,693        0.6         45,000        0.6         5,943         2.0%        $45,000          0.6%
 2008                1     20,407        6.7        630,576        8.7        26,350         8.7%       $675,576          9.3%
 2009                1      4,000        1.3        120,000        1.7        30,350        10.0%       $795,576         11.0%
 2010                0          0        0.0              0        0.0        30,350        10.0%       $795,576         11.0%
 2011                0          0        0.0              0        0.0        30,350        10.0%       $795,576         11.0%
 2012                0          0        0.0              0        0.0        30,350        10.0%       $795,576         11.0%
 2013                3    113,009       37.1      3,476,136       48.0       143,359        47.1%     $4,271,712         59.0%
 2014                1    161,141       52.9      2,963,376       41.0       304,500       100.0%     $7,235,088        100.0%
 2015                0          0        0.0              0        0.0       304,500       100.0%     $7,235,088        100.0%
 AFTER               0          0        0.0              0        0.0       304,500       100.0%     $7,235,088        100.0%
- -----------------------------------------------------------------------------------------------------------------------------------
 TOTAL               7    304,500      100.0%    $7,235,088      100.0%
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                     A-3-27




                            4250 NORTH FAIRFAX DRIVE

          [MAP INDICATING LOCATION OF 4250 NORTH FAIRFAX DRIVE OMITTED]




                                     A-3-28




                            4250 NORTH FAIRFAX DRIVE

               [STACKING PLAN OF 4250 NORTH FAIRFAX DRIVE OMITTED]










                                     A-3-29




                               FORT STEUBEN MALL

                     [4 PHOTOS OF FORT STEUBEN MALL OMITTED]





                                     A-3-30




                                FORT STEUBEN MALL



                 MORTGAGE LOAN INFORMATION
- -----------------------------------------------------------
 ORIGINAL PRINCIPAL BALANCE:       $42,750,000
 CUT-OFF DATE PRINCIPAL BALANCE:   $42,750,000
 % OF POOL BY IPB:                 2.0%
 LOAN SELLER:                      CIBC Inc.
 BORROWER:                         Fort Steuben Mall LP
 SPONSOR:                          Murray H. Goodman
 ORIGINATION DATE:                 06/13/05
 INTEREST RATE:                    5.6200%
 INTEREST ONLY PERIOD:             24 months
 MATURITY DATE:                    07/01/17
 AMORTIZATION TYPE:                Balloon
 ORIGINAL AMORTIZATION:            360 months
 REMAINING AMORTIZATION:           360 months
 CALL PROTECTION:                  L(24),Def(116),O(4)
 CROSS-COLLATERALIZATION:          No
 LOCK BOX:                         Springing
 ADDITIONAL DEBT:                  No
 ADDITIONAL DEBT TYPE:             N/A
 LOAN PURPOSE:                     Refinance


                       ESCROWS
- -----------------------------------------------------
 ESCROWS/RESERVES:         INITIAL          MONTHLY
                      -------------------------------
 TAXES:                            $0      $37,153
 INSURANCE:                  $333,650      $23,832
 CAPEX:                            $0       $5,950
 REQUIRED REPAIRS:           $107,536           $0
 TI/LC(1):                  Guarantee           $0





              PROPERTY INFORMATION
- ------------------------------------------------
 SINGLE ASSET/PORTFOLIO:   Single Asset
 TITLE:                    Fee
 PROPERTY TYPE:            Retail - Anchored
 SQUARE FOOTAGE(2):        685,585
 LOCATION:                 Steubenville, OH
 YEAR BUILT/RENOVATED:     1974/2002
 OCCUPANCY(2,3):           85.7%
 OCCUPANCY DATE:           04/30/05
 NUMBER OF TENANTS(2):     56
 HISTORICAL NOI:
  2002:                    $2,951,544
  2003:                    $3,143,400
  2004:                    $3,415,281
 UW REVENUES:              $6,127,257
 UW EXPENSES:              $1,849,934
 UW NOI(4):                $4,277,323
 UW NET CASH FLOW:         $4,088,938
 APPRAISED VALUE:          $55,000,000
 APPRAISAL DATE:           03/08/05



       FINANCIAL INFORMATION
- -----------------------------------
 CUT-OFF DATE LOAN/SF:      $62
 CUT-OFF DATE LTV:        77.7%
 MATURITY DATE LTV:       65.2%
 UW DSCR:                 1.39x




                            SIGNIFICANT TENANTS
                                                        MOODY'S/    SQUARE
 TENANT NAME              PARENT COMPANY                 S&P(5)      FEET
- --------------------------------------------------------------------------------
 WAL-MART SUPER STORE    Wal-Mart Stores, Inc.           Aa2/AA    209,621
 SEARS                   Sears, Roebuck and Company     Ba1/BB+    121,044
 JC PENNEY               JC Penney Company, Inc.        Ba1/BB+     55,863
 DICK'S SPORTING GOODS   Dick's Sporting Goods Inc.      NR/B+      51,585
 EASTWYNN THEATERS       Carmike Cinemas, Inc.            B2/B      21,700
- --------------------------------------------------------------------------------

                                                                        LEASE
                             % OF     BASE RENT          SALES       EXPIRATION
 TENANT NAME                 GLA         PSF              PSF           YEAR
- --------------------------------------------------------------------------------
 WAL-MART SUPER STORE        30.6%      $3.82            $697           2027
 SEARS                       17.7%      $3.25            $114           2016
 JC PENNEY                    8.1%      $6.95            $126           2016
 DICK'S SPORTING GOODS        7.5%      $7.85             NAV           2017
 EASTWYNN THEATERS            3.2%     $10.42     $249,550 /screen      2015
- --------------------------------------------------------------------------------
(1)  In lieu of a cash TI/LC deposit, the loan sponsor executed a personal
     guarantee for failure of the borrower to pay for tenant improvements or
     leasing commissions. The guarantee is capped at $500,000 and increases by
     $100,000 (per tenant) if either JC Penney or Sears do not renew their
     respective leases

(2)  Includes the square footage of the Wal-Mart Super Store, which owns the
     improvements (not part of the collateral), and leases the fee from the
     borrower. The fee lease expires in 2027 with four 10-year extension
     options.

(3)  Includes two tenants (1.1% of the net rentable area) that have signed their
     respective leases but are not yet in physical occupancy.

(4)  The property underwent an extensive renovation between 2000 and 2003 with
     12 tenants, accounting for 14.1% of the net rentable area, having signed
     their leases since the renovation.

(5)  Ratings provided are for the entity listed in the "Parent Company" field
     whether or not the parent company guarantees the lease.


                                     A-3-31




                                FORT STEUBEN MALL


THE LOAN. The Fort Steuben Mall loan is secured by the fee interest in a 685,585
square foot regional mall located in Steubenville, Ohio.

THE BORROWER. Fort Steuben Mall LP is a single asset entity that is 100% owned
by Murray H. Goodman. Mr. Goodman has over 50 years of real estate development
experience, during which time he has developed over 15 million square feet of
retail, office and hospitality properties throughout Florida and the
northeastern United States. In addition to Fort Steuben Mall, Mr. Goodman's
current real estate portfolio consists of 4 retail properties in Florida
comprising approximately 1.3 million square feet, including 150 Worth Avenue, a
retail center anchored by Neiman Marcus and Saks Fifth Avenue, located in Palm
Beach, Florida. Mr. Goodman developed Fort Steuben Mall in 1974.

THE MORTGAGED PROPERTY. Fort Steuben Mall is an 813,165 square foot (including
Kaufmann's, which owns its own store and is not part of the collateral) enclosed
regional mall situated on a 68.9-acre parcel located in Steubenville, Ohio. The
property is primarily a single-story structure with Sears as the only two-story
building. The property offers 3,667 parking spaces of which 548 parking spaces
pertain to Kaufmann's (parking ratio of 4.5 spaces per 1,000 square feet of
leasable area). All of the parking spaces are subject to a reciprocal easement
agreement.

The collateral is comprised of 685,585 square feet and is currently 85.7% leased
and is anchored by a Wal-Mart Super Center (ground lease, 2004 sales of $697 per
square foot), Sears (2004 sales of $114 per square foot), JC Penney (2004 sales
of $126 per square foot), Dicks Sporting Goods, Kaufmann's and Eastwynn Theaters
(6 screens, 2004 sales of $249,550 per screen). Inline space at the property
consists of 194,957 square feet with average 2004 sales of $239 per square foot
and an occupancy cost ratio of 12.3%.

The property was built in 1974 and underwent an extensive renovation over a
three-year period between 2000 and 2003 at a cost of approximately $31 million.
In the course of the renovation the borrower performed the following: i)
relocated Sears into a new store that was constructed on the east side of the
center, ii) renovated and subsequently relocated JC Penney into the space that
was originally occupied by Sears, iii) demolished the former JC Penney site and
delivered the site to Wal-Mart, which built their new store, iv) renovated the
mall common areas, v) contributed $1 million towards the Kaufmann's store
renovation, and vi) renovated the former Ames space that was subsequently leased
to Dick's Sporting Goods. Additionally, at the end of 2003, Eastwynn Theaters
commenced a complete renovation to which the borrower contributed $600,000. The
renovation included new stadium seating, new floor covering, new projection
screens, and the installation of a new exterior marquee and exterior doors.

In lieu of a cash TI/LC deposit, the loan sponsor executed a personal guarantee
for failure of the borrower to pay for tenant improvements or leasing
commissions. The guarantee is capped at $500,000 and increases by $100,000 (per
tenant) if either JC Penney or Sears do not renew their respective leases.

THE MARKET(1). The property is located within the City of Steubenville,
Jefferson County, Ohio, 64 miles south of Youngstown, Ohio and 35 miles west of
Pittsburgh, Pennsylvania. The property's immediate neighborhood, which is bound
by Route 22 to the north, Lover's Lane to the east, John Scott Memorial Highway
to the west and Sinclair Avenue to the south, is considered to be the retail hub
of Steubenville. The property is located along the John Scott Highway, which
provides access to Route 22, a main highway linking Pittsburgh and its suburbs
to Ohio and portions of West Virginia.

With the exception of a 213,500 square foot K-Mart anchored center, which is
located immediately north of the property, Fort Steuben Mall is the only
anchored regional mall (over 100,000 square feet) within a 30 mile radius. Other
retail developments surrounding the property include a Lowe's, Aldi's and
Circuit City. The primary land use in the vicinity of the property is
single-family housing.

There are four regional malls located within 30 to 50 miles from the property.
The in-line occupancy rate at the four malls ranges from 90% to 96%. Three of
the four malls are located in markets similar to the property, with the
exception of one, which is located in west suburban Pittsburgh. All four malls
were recently renovated with the exception of one that was built in 2001.

The population within the Steubenville metropolitan area and Jefferson County is
128,500 and 71,300 people, respectively, with a median household income of
$33,673 and $32,402, respectively.

PROPERTY MANAGEMENT. The property is managed by Goodman Company, an affiliate
of the borrower.
- -------------------------------------------------------------------------------


(1)  Certain information was obtained from the Fort Steuben Mall appraisal dated
     March 8, 2005. The appraisal relies upon many assumptions, and no
     representation is made as to the accuracy of the assumptions underlying the
     appraisal.


                                     A-3-32




  FORT STEUBEN MALL


<TABLE>

                                                     LEASE ROLLOVER SCHEDULE

                 NUMBER                                                     CUMULATIVE
                  OF        SQUARE                             % OF BASE     SQUARE      CUMULATIVE    CUMULATIVE    CUMULATIVE %
                LEASES      FEET      % OF GLA    BASE RENT      RENT         FEET        % OF GLA     BASE RENT    OF BASE RENT
      YEAR     EXPIRING   EXPIRING    EXPIRING    EXPIRING     EXPIRING     EXPIRING      EXPIRING      EXPIRING      EXPIRING
- ---------------------------------------------------------------------------------------------------------------------------------

 VACANT           N/A      98,152       14.3%           N/A         N/A       98,152        14.3%            N/A           N/A
 2005 & MTM        4        4,606        0.7        $25,400        0.6%      102,758        15.0%        $25,400          0.6%
 2006              6       13,375        2.0        208,980        4.7       116,133        16.9%       $234,380          5.2%
 2007              5        7,604        1.1        149,450        3.3       123,737        18.0%       $383,830          8.5%
 2008              5       14,526        2.1        187,801        4.2       138,263        20.2%       $571,631         12.7%
 2009              4       12,037        1.8        258,679        5.8       150,300        21.9%       $830,310         18.5%
 2010              9       16,443        2.4        476,844       10.6       166,743        24.3%     $1,307,154         29.1%
 2011              7       12,832        1.9        391,759        8.7       179,575        26.2%     $1,698,913         37.8%
 2012              3        9,453        1.4        164,800        3.7       189,028        27.6%     $1,863,713         41.5%
 2013              2        8,428        1.2         87,000        1.9       197,456        28.8%     $1,950,713         43.4%
 2014              3       12,038        1.8        150,896        3.4       209,494        30.6%     $2,101,609         46.8%
 2015              4       37,978        5.5        403,035        9.0       247,472        36.1%     $2,504,644         55.8%
 AFTER             4      438,113       63.9      1,986,641       44.2       685,585       100.0%     $4,491,285        100.0%
- --------------------------------------------------------------------------------------------------------------------------------
 TOTAL            56      685,585      100.0%    $4,491,285      100.0%
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                     A-3-33




                                FORT STEUBEN MALL

             [MAP INDICATING LOCATION OF FORT STEUBEN MALL OMITTED]





                                     A-3-34




                                FORT STEUBEN MALL

                    [SITE PLAN OF FORT STEUBEN MALL OMITTED]






                                     A-3-35




                             SOUTH BRUNSWICK SQUARE

                  [3 PHOTOS OF SOUTH BRUNSWICK SQUARE OMITTED]





                                     A-3-36




                             SOUTH BRUNSWICK SQUARE



                        MORTGAGE LOAN INFORMATION
- -------------------------------------------------------------------------
 ORIGINAL PRINCIPAL BALANCE:       $36,750,000
 CUT-OFF DATE PRINCIPAL BALANCE:   $36,750,000
 % OF POOL BY IPB:                 1.7%
 LOAN SELLER:                      JPMorgan Chase Bank, N.A.
 BORROWER:                         WP Brunswick Associates, LLC
 SPONSOR:                          Bryan S. Weingarten and Randall C.
                                   Stein
 ORIGINATION DATE:                 05/26/05
 INTEREST RATE:                    5.5930%
 INTEREST ONLY PERIOD:             36 months
 MATURITY DATE:                    06/01/15
 AMORTIZATION TYPE:                Balloon
 ORIGINAL AMORTIZATION:            360 months
 REMAINING AMORTIZATION:           360 months
 CALL PROTECTION:                  L(24)Def(91),O(4)
 CROSS-COLLATERALIZATION:          No
 LOCK BOX:                         Hard
 ADDITIONAL DEBT:                  $3,250,000
 ADDITIONAL DEBT TYPE:             Mezzanine Loan
 LOAN PURPOSE:                     Refinance


                   ESCROWS
- ---------------------------------------------
 ESCROWS/RESERVES:     INITIAL      MONTHLY
                   -------------------------
 TAXES:                $146,344    $48,781
 INSURANCE:             $11,094     $5,547
 CAPEX:                      $0     $1,873
 TI/LC(3)            $1,250,000         $0
 HOLDBACK:(4)          $937,743         $0



               PROPERTY INFORMATION
- --------------------------------------------------
 SINGLE ASSET/PORTFOLIO:   Single Asset
 TITLE:                    Fee
 PROPERTY TYPE:            Retail - Anchored
 SQUARE FOOTAGE:           142,840(1)
 LOCATION:                 South Brunswick, NJ
 YEAR BUILT/RENOVATED:     1988/2005
 OCCUPANCY:                99.3%
 OCCUPANCY DATE:           05/24/05
 NUMBER OF TENANTS:        21
 HISTORICAL NOI:
  2002:                    N/A
  2003:                    $1,408,082
  2004:                    $1,644,290
 UW REVENUES:              $4,195,198
 UW EXPENSES:              $1,102,956
 UW NOI:                   $3,092,242
 UW NET CASH FLOW:         $3,045,812
 APPRAISED VALUE(2):       $46,100,000
 APPRAISAL DATE:           10/01/05


       FINANCIAL INFORMATION
- -----------------------------------
 CUT-OFF DATE LOAN/SF:    $257
 CUT-OFF DATE LTV:        79.7%
 MATURITY DATE LTV:       71.4%
 UW DSCR:                 1.20x



<TABLE>


                                                    SIGNIFICANT TENANTS



                                                                                                                        LEASE
                                                 MOODY'S/      SQUARE                    BASE RENT                    EXPIRATION
 TENANT NAME       PARENT COMPANY                 S&P(5)        FEET       % OF GLA         PSF         SALES PSF        YEAR
- --------------------------------------------------------------------------------------------------------------------------------

 HOME DEPOT6      The Home Depot, Inc.            Aa3/AA        N/A            N/A         $8.60          NAV            N/A
 STOP & SHOP      Koninklijke Ahold NV            Ba2/BB     55,556          38.9%        $12.00          NAV            2012
 BOB'S STORES     TJX Companies, Inc.              A3/A      39,800          27.9%        $13.50          NAV            2015
 DOLLAR TREE      Dollar Tree Stores, Inc.        NR/NR      10,200           7.1%        $13.50          NAV            2010
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  South Brunswick Square is a 257,745 square foot retail center. Excluding
     the three ground leased store spaces, where the tenants ground lease their
     pad sites and own their improvements, which are not part of the collateral.
     The collateral square footage is 142,840 square feet. The three tenants are
     Home Depot (104,664 square feet), Tex Mex Restaurant (7,241 square feet)
     and North Fork Bank (3,000 square feet).

(2)  Appraisal value is based on a stabilized value. The "As-is" value is
     $44,000,000.

(3)  At closing, borrower was required to deposit with lender $1,250,000 of
     TI/LC funds relating primarily to borrower's remaining obligations to Bob's
     Stores under that tenant's executed lease. Bob's Stores signed a 10-year
     lease for 40,000 square feet that commences in October 2005.

(4)  Holdback funds relating to tenants with signed leases that have not yet
     taken occupancy of their space: (i) Bob's Stores lease-$268,650 (represents
     six months of rent and landlord's TI/LC obligations with respect to this
     lease), (ii) Dollar Tree lease- $69,093 (represents six months of rent) and
     (iii) Home Depot lease- $600,000 (represents rent due under lease from May
     26, 2005 to estimated date of Home Depot taking occupancy).

(5)  Ratings provided are for the entity listed in the "Parent Company" field
     whether or not the parent company guarantees the lease.

(6)  Home Depot owns and occupies 104,664 square feet of improvements. The
     improvements are not collateral for the loan.


                                     A-3-37




                             SOUTH BRUNSWICK SQUARE


THE LOAN. The South Brunswick Square loan is secured by a first mortgage on a
fee interest in a 257,745 square foot anchored retail center located in South
Brunswick, New Jersey.

THE BORROWER. The borrowing entity is WP Brunswick Associate, LLC, a
single-asset, special purpose entity organized as a single-member Delaware LLC.
The sponsors of the borrower and non-recourse carve-out guarantors are Bryan S.
Weingarten and Randall C. Stein, who co-founded WP Realty, Inc., a property
management company.

The sponsors are experienced real estate professionals specializing in the
development of retail, office and multifamily properties in the northeast United
States. Their real estate holdings as of December 31, 2004 totaled 5.4 million
square feet of retail, 41,000 square feet of office and 550 multifamily units
with a market value of approximately $617 million.

THE MORTGAGED PROPERTY. South Brunswick Square is a 257,745 square foot anchored
shopping center located in South Brunswick, New Jersey, approximately 35 miles
south of New York City. The property consists of five buildings that were
developed between 1988 and 1991. The center is currently anchored by a Stop &
Shop supermarket store. Additionally, Home Depot, which recently executed a long
term ground lease with the borrower is expected to open in the second half of
2005. Additionally, a former 50,000 square foot Bloomingdale's Furniture outlet
is now leased to Bob's Stores and Dollar Tree. Bob's Stores is a value-oriented
chain that offers brand apparel and outerwear targeted towards a moderate- to
upper-middle class customer base. The chain operates primarily in the northeast
United States and operated 32 stores as of year-end 2004. Owned improvements
(excluding improvements on ground leased pads) total 142,840 square feet.
In-line tenants at the property include Blockbuster Video, Friendly's and Radio
Shack.

As of May 2005, the property is approximately 99.3% occupied by 21 tenants.

THE MARKET. The property is located on the west side of Route 1 between Wynwood
Drive and Green View Road, in South Brunswick Township, Middlesex County, New
Jersey. The center is located approximately 5 miles north of Princeton and 35
miles south of New York City. Primary access to the property is provided via a
traffic signaled intersection, plus two other entrances from Route 1. Route 1 is
a major arterial serving the area that connects to major regional highways
serving the New York City metropolitan area to the north and Philadelphia to the
south.

The 2004 estimated population within a 1, 3 and 5-mile radius of the property
are 5,524, 37,660, and 108,877 persons, respectively. Average estimated
household income within a 1, 3, and 5-mile radius of the property are $100,082,
$109,515, and $110,377, respectively. The Central New Jersey retail market
reports a vacancy rate of 4.1% as of year end 2004. The property is located in
the southwest Middlesex submarket which according to market sources reported a
vacancy rate of 2.6% for the same period. According to the appraisal, comparable
in-line rental rates range between $21.00 and $28.28 per square foot compared to
an average rental rate of $19.61 per square foot at the property (all triple
net) while comparable anchor rental rates average $9.24 per square foot,
providing strong support for Home Depot's lease rate of $8.60 per square foot.

PROPERTY MANAGEMENT. The property is managed by WP Realty, Inc., an affiliate of
the borrower sponsors. WP Realty, Inc. is a real estate investment, development,
leasing and management company that specializes in retail and multifamily
residential properties. The Bryn Mawr, Pennsylvania based company was founded in
1995 and owns and manages a portfolio that currently includes over 5 million
square feet of retail space.
- -------------------------------------------------------------------------------


(1)  Certain information was obtained from the South Brunswick Square appraisal
     dated April 1, 2005. The appraisal relies upon many assumptions, and no
     representation is made as to the accuracy of the assumptions underlying the
     appraisal.


                                     A-3-38




                             SOUTH BRUNSWICK SQUARE


<TABLE>

                                                    LEASE ROLLOVER SCHEDULE(1)

                 NUMBER                                                     CUMULATIVE
                  OF        SQUARE                             % OF BASE     SQUARE      CUMULATIVE    CUMULATIVE    CUMULATIVE %
                LEASES      FEET      % OF GLA    BASE RENT      RENT         FEET        % OF GLA     BASE RENT    OF BASE RENT
      YEAR     EXPIRING   EXPIRING    EXPIRING    EXPIRING     EXPIRING     EXPIRING      EXPIRING      EXPIRING      EXPIRING
- ---------------------------------------------------------------------------------------------------------------------------------

 VACANT           N/A       1,000        0.4%           N/A         N/A        1,000         0.4%            N/A            N/A
 2005 & MTM        0            0        0.0             $0        0.0%        1,000         0.4%             $0           0.0%
 2006              2        6,232        2.4        112,974        3.6         7,232         2.8%       $112,974           3.6%
 2007              2        2,900        1.1         51,250        1.6        10,132         3.9%       $164,224           5.2%
 2008              5       14,821        5.8        286,594        9.0        24,953         9.7%       $450,818          14.2%
 2009              0            0        0.0              0        0.0        24,953         9.7%       $450,818          14.2%
 2010              3       13,600        5.3        211,289        6.7        38,553        15.0%       $662,107          20.9%
 2011              2        4,320        1.7         90,761        2.9        42,873        16.6%       $752,868          23.7%
 2012              1       55,556       21.6        666,672       21.0        98,429        38.2%     $1,419,540          44.7%
 2013              1        3,611        1.4        101,108        3.2       102,040        39.6%     $1,520,648          47.9%
 2014              0            0        0.0              0        0.0       102,040        39.6%     $1,520,648          47.9%
 2015              3       43,800       17.0        612,500       19.3       145,840        56.6%     $2,133,148          67.2%
 AFTER             2      111,905       43.4      1,040,000       32.8       257,745       100.0%     $3,173,148         100.0%
- ----------------------------------------------------------------------------------------------------------------------------------
 TOTAL            21      257,745      100.0%    $3,173,148      100.0%
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Lease Rollover Schedule includes three tenants that ground lease their pad
     sites and own their own improvements, including Home Depot.

                                     A-3-39




                             SOUTH BRUNSWICK SQUARE

           [MAP INDICATING LOCATION OF SOUTH BRUNSWICK SQUARE OMITTED]





                                     A-3-40




                             SOUTH BRUNSWICK SQUARE

                  [SITE PLAN OF SOUTH BRUNSWICK SQUARE OMITTED]







                                     A-3-41




                            HACIENDA SHOPPING CENTER

                 [4 PHOTOS OF HACIENDA SHOPPING CENTER OMITTED]





                                     A-3-42




                            HACIENDA SHOPPING CENTER



                         MORTGAGE LOAN INFORMATION
- ---------------------------------------------------------------------------
 ORIGINAL PRINCIPAL BALANCE:       $30,800,000
 CUT-OFF DATE PRINCIPAL BALANCE:   $30,800,000
 % OF POOL BY IPB:                 1.4%
 LOAN SELLER:                      JPMorgan Chase Bank, N.A.
 BORROWER:                         Pacific Castle Colima, L.P. (70.6%
                                   interest) & Master K Investment, LLC
                                   (29.4% interest)
 SPONSOR:                          Wayne Cheng and Tan Chu Kuo
 ORIGINATION DATE:                 06/08/05
 INTEREST RATE:                    5.2500%
 INTEREST ONLY PERIOD:             24 months
 MATURITY DATE:                    07/01/15
 AMORTIZATION TYPE:                Balloon
 ORIGINAL AMORTIZATION:            360 months
 REMAINING AMORTIZATION:           360 months
 CALL PROTECTION:                  L(24),Def(92),O(4)
 CROSS-COLLATERALIZATION:          No
 LOCK BOX:                         No
 ADDITIONAL DEBT:                  No
 ADDITIONAL DEBT TYPE:             N/A
 LOAN PURPOSE:                     Refinance


                    ESCROWS
- -----------------------------------------------
 ESCROWS/RESERVES:      Initial       Monthly
                   ----------------------------
 TAXES:                  $299,716      $29,972
 INSURANCE:                $7,504       $3,752
 REQUIRED REPAIRS:       $261,563           $0
 ENVIRONMENTAL:         $328,500(1)         $0



               PROPERTY INFORMATION
- ---------------------------------------------------
 SINGLE ASSET/PORTFOLIO:   Single Asset
 TITLE:                    Fee
 PROPERTY TYPE:            Retail - Anchored
 SQUARE FOOTAGE:           122,403
 LOCATION:                 Hacienda Heights, CA
 YEAR BUILT/RENOVATED:     1975/2000
 OCCUPANCY:                93.5%
 OCCUPANCY DATE:           05/01/05
 NUMBER OF TENANTS:        33
 HISTORICAL NOI:
  2003:                    $1,646,799
  2004:                    $1,909,611
 TTM AS OF 03/31/05:       $1,978,042
 UW REVENUES:              $3,441,936
 UW EXPENSES:              $875,134
 UW NOI:                   $2,566,801(2)
 UW NET CASH FLOW:         $2,456,639
 APPRAISED VALUE:          $42,000,000
 APPRAISAL DATE:           05/07/05



       FINANCIAL INFORMATION
- -----------------------------------
 CUT-OFF DATE LOAN/SF:   $252
 CUT-OFF DATE LTV:       73.3%
 MATURITY DATE LTV:      63.9%
 UW DSCR:                1.20x

<TABLE>

                         SIGNIFICANT TENANTS
- ----------------------------------------------------------------------
                                                             MOODY'S/
           TENANT NAME                PARENT COMPANY          S&P(3)
- ----------------------------------------------------------------------

 99 RANCH MARKET             Tawa Supermarket Inc.              NR
 BANK OF AMERICA             Bank of America Corporation     Aa2/AA-
 WEST COAST SEAFOOD BUFFET   N/A                                NR
- ----------------------------------------------------------------------
</TABLE>

<TABLE>

                                                                                  LEASE
                               SQUARE                BASE RENT                 EXPIRATION
           TENANT NAME          FEET     % OF GLA       PSF     SALES PSF(4)      YEAR
- -----------------------------------------------------------------------------------------

 99 RANCH MARKET               30,500      24.9%      $ 8.40       $404          2008
 BANK OF AMERICA               11,515       9.4%      $17.42       N/A           2006
 WEST COAST SEAFOOD BUFFET      9,964       8.1%      $25.20       NAV           2014
- -----------------------------------------------------------------------------------------
</TABLE>

(1)  Borrower posted an environmental remediation reserve in an amount equal to
     150% of the estimated cost of remediation as determined by an environmental
     consultant. The borrower will be able to draw up to 100% of the remediation
     costs as the seller pays for the remediation and lender receives proof of
     payment. The lender will hold the remaining 50% until a No Further Action
     letter is received.

(2)  The difference between UW NOI and TTM NOI as of 3/31/05 is attributable to
     (i) recent lease renewals and newly signed leases and (ii) underwriting
     contractual rent increases for in-place tenants through February 2006.

(3)  Ratings provided are for the entity listed in the "Parent Company field
     whether or not the parent company guarantees the lease.

(4)  Sales per square foot figures provided are based on 2004 sales.


                                     A-3-43




                            HACIENDA SHOPPING CENTER

THE LOAN. The Hacienda Shopping Center loan is secured by a first mortgage on a
fee interest in a 122,403 square foot anchored retail center located in Hacienda
Heights, California.

THE BORROWERS. The borrower is structured as two tenants in common, Pacific
Castle Colima, L.P. (70.6%) and Master K Investment, LLC (29.4%). The sponsors
are Wayne Cheng and Tan Chu Kuo. The majority owner, Mr. Cheng, has 13 years of
real estate investment experience and currently owns and manages approximately
$306 million of commercial real estate in Southern California.

THE MORTGAGED PROPERTY. Hacienda Shopping Center is a 122,403 square foot,
grocery anchored, shopping center located on approximately 11.9 acres of land in
Hacienda Heights, California. The center is approximately 93.5% occupied by 33
tenants including 99 Ranch Market (Tawa Supermarket), Bank of America and West
Coast Seafood Buffet. The average in-place rent per square foot at the property
is approximately $21.66 on a triple net basis with in-line rents of
approximately $25.03 per square foot.

The largest tenant, 99 Ranch Market, is one of the largest Asian-American
supermarket chains in the United States operating mainly on the West Coast
(primarily in California). Founded in 1984, the company currently operates over
two dozen stores that sell a wide range of imported food products and
merchandise from China and other parts of southeast Asia. The stores generally
cater to middle- to upper-income ethnic Chinese Americans. Annual sales are
estimated at $150 million. 99 Ranch Market is paying rent of $8.40 per square
foot (compared to $10.80 - $12.00 per square foot in the market) and their lease
accounts for approximately 10.0% of the in-place base rent. The store's current
occupancy cost ratio is 2.1%.

The borrowers purchased the property in November 2004 for $39.7 million.

THE MARKET(1). The Hacienda Shopping Center is situated on the northwest corner
of Azusa Avenue and Colima Road in the eastern region of the community of
Hacienda Heights, Los Angeles County, California, approximately 17.5 miles east
of the Los Angeles central business district. The population within a three
miles radius of the property is approximately 145,000, with an average household
income of $72,052. Average daily traffic counts are approximately 47,312 cars on
Colima Road and approximately 39,878 on Azusa Avenue.

The property is located in the eastern part of the San Gabriel Valley, directly
across from the 748,753 square foot Puente Hills regional mall. The San Gabriel
Valley is largely a suburban area, both in terms of development and employment,
served by six primary freeways. The property has access to the regional freeway
system, via the Pomona (60) Freeway -- a major transportation route through Los
Angeles County that can be accessed approximately one-quarter mile from the
property. Approximately 90% of the land area located south of Colima road is
single-family residential development.

In the first quarter of 2005, the market vacancy rate was 3.3% and the submarket
vacancy rate was 1.7%. The average in-line rent in the market is approximately
$29.50 per square foot.

PROPERTY MANAGEMENT. Hacienda Heights Shopping Center is managed by Pacific
Castle Realty III, Inc., an affiliate of the borrower.
The company owns or manages 20 commercial properties consisting of
approximately 1 million square feet in Southern California.
- -------------------------------------------------------------------------------


(1)  Certain information was obtained from the Hacienda Shopping Center
     appraisal dated May 7, 2005. The appraisal relies upon many assumptions,
     and no representation is made as to the accuracy of the assumptions
     underlying the appraisal.


                                     A-3-44




                            HACIENDA SHOPPING CENTER

<TABLE>

                   LEASE ROLLOVER SCHEDULE
- --------------------------------------------------------------
                  NUMBER      SQUARE
                OF LEASES     FEET      % OF GLA    BASE RENT
      YEAR       EXPIRING   EXPIRING    EXPIRING    EXPIRING
- --------------------------------------------------------------

 VACANT            N/A        8,015        6.5%        N/A
 2005 & MTM          4        8,024        6.6       $202,765
 2006                3       13,895       11.4        268,096
 2007                4        5,120        4.2        153,073
 2008                9       47,296       38.6        732,869
 2009                9       21,080       17.2        593,317
 2010                2        3,500        2.9        128,533
 2011                0            0        0.0              0
 2012                0            0        0.0              0
 2013                0            0        0.0              0
 2014                2       15,473       12.6        399,836
 2015                0            0        0.0              0
 AFTER               0            0        0.0              0
- -------------------------------------------------------------
 TOTAL              33      122,403      100.0%    $2,478,489
- -------------------------------------------------------------
</TABLE>

<TABLE>

- ---------------------------------------------------------------------------------------
                                 CUMULATIVE
                                  SQUARE      CUMULATIVE    CUMULATIVE      CUMULATIVE
                   % OF BASE       FEET        % OF GLA     BASE RENT    % OF BASE RENT
      YEAR      RENT EXPIRING    EXPIRING      EXPIRING      EXPIRING       EXPIRING
- ---------------------------------------------------------------------------------------

 VACANT               N/A           8,015         6.5%            N/A            N/A
 2005 & MTM           8.2%         16,039        13.1%       $202,765           8.2%
 2006                10.8          29,934        24.5%       $470,861          19.0%
 2007                 6.2          35,054        28.6%       $623,934          25.2%
 2008                29.6          82,350        67.3%     $1,356,803          54.7%
 2009                23.9         103,430        84.5%     $1,950,120          78.7%
 2010                 5.2         106,930        87.4%     $2,078,653          83.9%
 2011                 0.0         106,930        87.4%     $2,078,653          83.9%
 2012                 0.0         106,930        87.4%     $2,078,653          83.9%
 2013                 0.0         106,930        87.4%     $2,078,653          83.9%
 2014                16.1         122,403       100.0%     $2,478,489         100.0%
 2015                 0.0         122,403       100.0%     $2,478,489         100.0%
 AFTER                0.0         122,403       100.0%     $2,478,489         100.0%
- ---------------------------------------------------------------------------------------
 TOTAL              100.0%
- ---------------------------------------------------------------------------------------
</TABLE>


                                     A-3-45




                            HACIENDA SHOPPING CENTER

          [MAP INDICATING LOCATION OF HACIENDA SHOPPING CENTER OMITTED]





                                     A-3-46




                            HACIENDA SHOPPING CENTER

                 [SITE PLAN OF HACIENDA SHOPPING CENTER OMITTED]







                                     A-3-47




                            STIRLING COVINGTON CENTER

                 [3 PHOTOS OF STIRLING COVINGTON CENTER OMITTED]





                                     A-3-48



                           STIRLING COVINGTON CENTER


                       MORTGAGE LOAN INFORMATION
- -----------------------------------------------------------------------
 ORIGINAL PRINCIPAL BALANCE:       $30,000,000
 CUT-OFF DATE PRINCIPAL BALANCE:   $29,950,962
 % OF POOL BY IPB:                 1.4%
 LOAN SELLER:                      CIBC Inc.
 BORROWER:                         Stirling Mandeville, L.L.C.
 SPONSOR:                          James E. Maurin, Gerald E. Songy
                                   and Lewis W. Stirling
 ORIGINATION DATE:                 05/17/05
 INTEREST RATE:                    5.1800%
 INTEREST ONLY PERIOD:             N/A
 MATURITY DATE:                    06/01/15
 AMORTIZATION TYPE:                Balloon
 ORIGINAL AMORTIZATION:            300 months
 REMAINING AMORTIZATION:           299 months
 CALL PROTECTION:                  L(24),Def(91),O(4)
 CROSS-COLLATERALIZATION:          No
 LOCK BOX:                         Springing
 ADDITIONAL DEBT:                  No
 ADDITIONAL DEBT TYPE:             N/A
 LOAN PURPOSE:                     Refinance



                        ESCROWS
- --------------------------------------------------------
 ESCROWS/RESERVES:               INITIAL      MONTHLY
                         -------------------------------
 TAXES:                          $268,955     $33,619
 INSURANCE:                      $ 69,334      $8,667
 HOLDBACK(1):                    $132,707          $0
 TENANT ALLOWANCE RESERVE(2):    $293,110          $0


              PROPERTY INFORMATION
- -------------------------------------------------
 SINGLE ASSET/PORTFOLIO:   Single Asset
 TITLE:                    Fee
 PROPERTY TYPE:            Retail -- Anchored
 SQUARE FOOTAGE:           391,218
 LOCATION:                 Covington, LA
 YEAR BUILT/RENOVATED:     2005
 OCCUPANCY(3):             98.9%
 OCCUPANCY DATE:           05/01/05
 NUMBER OF TENANTS(3):     22
 HISTORICAL NOI:           N/A
 TTM AS OF 02/28/05        $1,174,680
 UW REVENUES:              $4,635,988
 UW EXPENSES:              $1,335,080
 UW NOI:                   $3,300,908
 UW NET CASH FLOW:         $3,219,539
 APPRAISED VALUE:          $45,000,000
 APPRAISAL DATE:           04/12/05



       FINANCIAL INFORMATION
- -----------------------------------
 CUT-OFF DATE LOAN/SF:    $77
 CUT-OFF DATE LTV:        66.6%
 MATURITY DATE LTV:       50.2%
 UW DSCR:                 1.50x


<TABLE>

                                                      SIGNIFICANT TENANTS
                                                                                                                         LEASE
                                                           MOODY'S/    SQUARE                BASE RENT                EXPIRATION
 TENANT NAME            PARENT COMPANY                      S&P(4)      FEET     % OF GLA       PSF       SALES PSF      YEAR
- ------------------------------------------------------------------------------------------------------------------------------------

 JC PENNEY             JC Penney Company, Inc.             Ba1/BB+     82,603      21.1%        $3.42        NAV          2024
 BELK                  Belk, Inc.                             NR       73,777      18.9%        $3.00        NAV          2024
 HOLLYWOOD CINEMA      Hollywood Theater Holdings Inc.        NR       42,866      11.0%        $13.50       NAV          2020
 ROSS DRESS FOR LESS   Ross Stores Inc                      NR/BBB     30,186       7.7%        $9.95        NAV          2015
 BEST BUY              Best Buy, Inc                       Baa3/BBB    30,000       7.7%        $14.00       NAV          2015
 MARSHALLS             TJX Companies, Inc.                   A3/A      30,000       7.7%        $8.95        NAV          2014
 LINENS & THINGS       Linens 'N Things, Inc.                 NR       28,290       7.2%        $10.70       NAV          2016
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  At origination, the borrower deposited $132,707 into the holdback reserve
     (Best Buy - $106,875 and Hibbits - $25,832). The holdback reserve will be
     released when each respective tenant is in occupancy and paying full rent.

(2)  At origination, the borrower deposited $293,110 for the borrower's
     outstanding tenant improvement obligations to the following tenants: Linens
     'N Things - $254,610; Cingular - $13,500; and Hibbits - $25,000. Funds will
     be remitted to the borrower when all tenant improvement obligations have
     been satisfied with respect to these tenants.

(3)  Includes the square footage of the JC Penney and Belk improvements. JC
     Penney and Belk own their own improvements and lease the fee from the
     borrower. The fee leases for JC Penney and Belk expire in 2024 with five
     5-year extension options and four 5-year extension options, respectively.

(4)  Ratings provided are for the entity listed in the "Parent Company" field
     whether or not the parent company guarantees the lease.


                                     A-3-49



                           STIRLING COVINGTON CENTER

THE LOAN. The Stirling Covington Center loan is secured by the fee simple
interest in a 391,218 square foot anchored retail center located in Covington,
Louisiana.

THE BORROWER. Stirling Mandeville, L.L.C. is a single purpose entity owned by
Stirling 21 L.L.C. (49.5%), Stirling 12/21 L.L.C. (50%) and Stirling Mandeville
Manager, Inc. (0.5%). Stirling 21 L.L.C. is owned by James E. Maurin (65%),
Gerald E. Songy (10%) and Stirling Holdings, L.L.C. (25%), and 12/21 L.L.C. is
owned by S & C Montgomery, L.L.C. (49%), Levere C. Montgomery, III (31.4%) and
Levere C. Montgomery, Jr. (19.6%).

James E. Maurin, Gerald E. Songy and Lewis W. Stirling are the loan sponsors.
Mr. Maurin is the chairman of Sterling Properties and has over 30 years of real
estate experience. Mr. Stirling has over 25 years of real estate experience and
is currently the executive vice president of Stirling Properties. Mr. Sterling
founded Stirling & Associates, a New Orleans based commercial brokerage and
management firm in 1981. In 1988, Stirling & Associates was merged into
Maurin-Ogden Companies, which is presently doing business as Stirling
Properties. Stirling Properties has 15 offices in Louisiana and three in
Mississippi, and manages over eight million square feet of commercial properties
including 31 office properties and 41 retail properties in Oklahoma, Louisiana
and Mississippi. Mr. Songy has over 30 years of real estate experience and is
currently the vice president of Stirling Properties. Mr. Songy has developed or
redeveloped over 30 properties (primarily anchored retail centers).

THE MORTGAGED PROPERTY. Stirling Covington Center is a one-story, 391,218 square
foot anchored retail center situated on a 68.4-acre land parcel located in
Covington, Louisiana. The property is currently 98.9% leased to 22 tenants. The
property is anchored by JC Penney (82,603 square feet), Belk (73,777 square
feet), Hollywood Theater (42,866 square feet), Best Buy (30,000 square feet),
Ross Dress For Less (30,186 square feet), Marshalls (30,000 square feet) and
Linens 'N Things (28,290 square feet). The property is also shadow anchored by a
company owned by Target, which land and improvements are not part of the
collateral. Both JC Penney and Belk constructed their own improvements, which
are not part of the collateral, and are subject to ground leases. Other major
tenants include Lane Bryant, Cost Plus, Dress Barn and Casual Corner. Anchor
tenants comprise 81.2% of the net rentable area and account for 69.3% of the
gross rental income. National tenants comprise 97.1% of the net rentable area
and account for 96.0% of the gross rental income. The borrower constructed the
improvements during 2004 and 2005 at a cost of $37.8 million.

The loan is structured with a 25-year amortization schedule.

THE MARKET(1). The property is located in Covington, St. Tammany Parish,
Louisiana, approximately 30 miles north of the City of New Orleans. In 2003, St.
Tammany Parish had a population of 207,743 with a median household income of
$50,415. In 2004, the population and median household income within the
property's trade area (5-mile radius) were 42,979 and $60,238, respectively. The
trade area population increased by 42.5% and 8.5% over the 1990 and 2000
population levels, respectively, and is projected to increase an additional
10.2% to 47,381 by 2009.

The property is situated at the intersection of Interstate 12 and Highway 21.
Interstate 12 is an east/west artery that connects the property with Baton
Rouge to the west and the City of Slidell to the east. The property is located
three miles west of Highway 190 and the Lake Ponchartrain Causeway, which
provides access to New Orleans and Metairie, 33 miles to the south.

The property is located in the Covington retail market, which has an inventory
of 11.17 million square feet of space with 239,000 square feet under
construction. As of the Fourth Quarter of 2004, the Covington retail market had
an average occupancy of 90.4% with an average rental rate of $13.00 per square
foot with rents quoted on a triple net basis. The property is further located in
the Covington-Mandeville retail submarket, which has an inventory of 3.06
million square feet of retail space with approximately 225,000 square feet under
construction. As of the Fourth Quarter of 2004, the Covington-Mandeville retail
submarket had an average occupancy rate of 92.6% with an average rental rate of
$11.05 per square foot on a triple net basis. Occupancy rates in the submarket
have ranged from 92.4% to 96.5% since 1999, with an average of 94.4%. During the
same period, average rental rates in the submarket ranged from $9.94 per square
foot to $11.05 per square foot, with an average of $10.31 per square foot.

PROPERTY MANAGEMENT. The property is managed by Stirling Properties, Inc., an
affiliate of the borrower.
- -------------------------------------------------------------------------------


(1)  Certain information was obtained from the Stirling Covington Center
     appraisal dated April 12, 2005. The appraisal relies upon many assumptions,
     and no representation is made as to the accuracy of the assumptions
     underlying the appraisal.


                                     A-3-50


<TABLE>


                                                   STIRLING COVINGTON CENTER

                                                    LEASE ROLLOVER SCHEDULE
                 NUMBER                                                     CUMULATIVE                                CUMULATIVE
                  OF        SQUARE                             % OF BASE      SQUARE      CUMULATIVE    CUMULATIVE    % OF BASE
                LEASES      FEET      % OF GLA    BASE RENT      RENT          FEET        % OF GLA     BASE RENT       RENT
 YEAR          EXPIRING   EXPIRING    EXPIRING    EXPIRING     EXPIRING      EXPIRING      EXPIRING      EXPIRING     EXPIRING
- --------------------------------------------------------------------------------------------------------------------------------

 VACANT           N/A       4,410        1.1%          N/A         N/A         4,410          1.1%         N/A             N/A
 2005 & MTM        0            0        0.0             $0        0.0%        4,410          1.1%             $0         0.0%
 2006              0            0        0.0              0        0.0         4,410          1.1%             $0         0.0%
 2007              0            0        0.0              0        0.0         4,410          1.1%             $0         0.0%
 2008              0            0        0.0              0        0.0         4,410          1.1%             $0         0.0%
 2009              3        5,090        1.3        107,075        3.1         9,500          2.4%       $107,075         3.1%
 2010              1        5,100        1.3         88,485        2.6        14,600          3.7%       $195,560         5.7%
 2011              1        5,300        1.4        102,820        3.0        19,900          5.1%       $298,380         8.7%
 2012              3        7,150        1.8        121,800        3.6        27,050          6.9%       $420,180        12.3%
 2013              1        1,000        0.3         18,150        0.5        28,050          7.2%       $438,330        12.8%
 2014              5       51,650       13.2        586,225       17.1        79,700         20.4%     $1,024,555        29.9%
 2015              4       83,982       21.5      1,016,010       29.7       163,682         41.8%     $2,040,565        59.6%
 AFTER             4      227,536       58.2      1,385,301       40.4       391,218        100.0%     $3,425,866       100.0%
- --------------------------------------------------------------------------------------------------------------------------------
 TOTAL            22      391,218      100.0%    $3,425,866      100.0%
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                     A-3-51




                            STIRLING COVINGTON CENTER

         [MAP INDICATING LOCATION OF STIRLING COVINGTON CENTER OMITTED]





                                     A-3-52




                            STIRLING COVINGTON CENTER

                [SITE PLAN OF STIRLING COVINGTON CENTER OMITTED]







                                     A-3-53




                     THE SHOPPES AT SUSQUEHANNA MARKETPLACE

          [4 PHOTOS OF THE SHOPPES AT SUSQUEHANNA MARKETPLACE OMITTED]





                                     A-3-54



                     THE SHOPPES AT SUSQUEHANNA MARKETPLACE



                     MORTGAGE LOAN INFORMATION
- -------------------------------------------------------------------
 ORIGINAL PRINCIPAL BALANCE:       $29,600,000
 CUT-OFF DATE PRINCIPAL BALANCE:   $29,600,000
 % OF POOL BY IPB:                 1.4 %
 LOAN SELLER:                      JPMorgan Chase Bank, N.A.
 BORROWER:                         Stanbery Harrisburg, L.P.
 SPONSOR:                          Stanbery Development Company
 ORIGINATION DATE:                 06/20/05
 INTEREST RATE:                    5.1000%
 INTEREST ONLY PERIOD:             48 months
 MATURITY DATE:                    07/01/15
 AMORTIZATION TYPE:                Balloon
 ORIGINAL AMORTIZATION:            360 months
 REMAINING AMORTIZATION:           360 months
 CALL PROTECTION:                  L(24),Def(92),O(4)
 CROSS-COLLATERALIZATION:          No
 LOCK BOX:                         No
 ADDITIONAL DEBT:                  No
 ADDITIONAL DEBT TYPE:             N/A
 LOAN PURPOSE:                     Refinance


                         ESCROWS
- ---------------------------------------------------------
     ESCROWS/RESERVES:      INITIAL         MONTHLY
                       ----------------------------------
           TAXES:           $14,523         $7,262
         INSURANCE:         $23,135         $2,892
          TI/LC:(4)         $2,500,000      Springing(4)
         HOLDBACK:(5)       $2,600,000      $0
       DEBT SERVICE:        $200,000        $0
- ---------------------------------------------------------




               PROPERTY INFORMATION
- ---------------------------------------------------
 SINGLE ASSET/PORTFOLIO:   Single Asset
 TITLE:                    Fee
 PROPERTY TYPE:            Retail - Unanchored
 SQUARE FOOTAGE:           109,852
 LOCATION:                 Harrisburg, PA
 YEAR BUILT/RENOVATED:     2004
 OCCUPANCY:                82.1%(1)
 OCCUPANCY DATE:           07/06/05
 NUMBER OF TENANTS:        20
 HISTORICAL NOI:
 2004:                     $1,529,366
 UW REVENUES:              $3,308,164
 UW EXPENSES:              $862,842
 UW NOI:(2)                $2,445,322
 UW NET CASH FLOW:         $2,342,061
 APPRAISED VALUE(3):       $37,275,000
 APPRAISAL DATE:           11/01/05



       FINANCIAL INFORMATION
- -----------------------------------
 CUT-OFF DATE LOAN/SF:     $269
 CUT-OFF DATE LTV:         79.4%
 MATURITY DATE LTV:        71.9%
 UW DSCR:                  1.21x



<TABLE>

                                                       SIGNIFICANT TENANTS
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                                                          LEASE
                                                 MOODY'S/                                  BASE RENT                   EXPIRATION
 TENANT NAME                 PARENT COMPANY       S&P(6)      SQUARE FEET     % OF GLA        PSF      SALES PSF(7)       YEAR
- ---------------------------------------------------------------------------------------------------------------------------------

 TALBOTS                    Talbots Inc             NR          9,603           8.7%         $24.32         NAV            2017
 BANANA REPUBLIC            Gap Inc.             Ba3/BBB-       8,643           7.9%         $22.00         NAV            2015
 DAMON'S GRILL              N/A                     NR          7,175           6.5%         $21.90         NAV            2019
 ROMANO'S MACARONI GRILL    N/A                     NR          7,173           6.5%         $22.00         NAV            2015
 COLDWATER CREEK            N/A                     NR          5,993           5.5%         $22.78         NAV            2015
 NEW YORK & CO.             N/A                     NR          5,955           5.5%         $25.00         NAV            2015
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  As of July 2005, the property is approximately 82.1% leased and 68.0%
     occupied. There are currently Letters of Intent for an additional 3,613
     square feet which if executed would bring the property to approximately
     85.4% leased. We cannot you assure that these leases will be executed.

(2)  The property was completed in 2004 with the first tenants taking occupancy
     in mid-2004. The 2004 NOI reflects the property's performance while in
     lease-up. The UW NOI reflects the property's performance on a stabilized
     basis. See Footnote 1 regarding property's current leasing status.

(3)  Appraisal based on the stabilized value. The "as-is" value is $32,850,000.

(4)  At origination, the borrower was required to deposit $2.5 million into a
     TI/LC reserve account to cover costs associated with tenant work related to
     leased but unoccupied spaces. Any remaining amounts in this reserve account
     will be released upon the property achieving a physical occupancy level of
     92% or greater. In addition, beginning with the monthly payment due on the
     61st month after the origination date, borrower will be required to deposit
     $4,577 per month into a TI/LC reserve fund to be capped at $274,620.

(5)  At origination, the borrower deposited with the lender holdback funds of
     $2.6 million to be released in increments of no less than $500,000 upon
     satisfaction of the following conditions: (i) no event of default shall
     exist, (ii) one or more new tenants have executed leases at terms
     acceptable to the lender, are in occupancy of their space and paying rent
     with the borrower having provided related tenant estoppels to lender, and
     (iii) the property after giving effect to the released holdback funds is
     able to achieve a projected 12-month DSCR of at least 1.20x. In the event
     that the holdback release conditions must be satisfied within 36 months of
     the origination date, remaining funds may be used to fund the TI/LC reserve
     fund, held as additional collateral for the remaining loan term or used to
     establish a new debt service reserve.

(6)  Ratings provided are for the entity listed in the "Parent Company" field
     whether or not the parent company guarantees the lease.

(7)  The center was completed in 2004 and as such a full year of sales history
     is not available.


                                     A-3-55



                     THE SHOPPES AT SUSQUEHANNA MARKETPLACE

THE LOAN. The Shoppes at Susquehanna Marketplace loan is secured by a fee
interest on a 109,852 square foot retail center located in Harrisburg,
Pennsylvania.

THE BORROWER. The borrower, Stanbery Harrisburg, L.P., is a special purpose
entity controlled by the Stanbery Development Company. Founded in 2000, Stanbery
Development Company is a full service real estate development company based in
Columbus, Ohio. The company develops high quality niche retail projects in
medium sized and suburban markets. The company currently owns and operates three
retail centers located in eastern Pennsylvania and New Jersey and is in the
process of developing four additional centers totaling approximately 1 million
square feet. The non-recourse carve out guarantors for the loan are Jon Meyer
and Mark Pottschmidt.

THE MORTGAGED PROPERTY. The Shoppes at Susquehanna Marketplace is a newly
constructed 109,852 square foot multi-tenanted upscale shopping center built on
an 11.77-acre parcel. The property is approximately 82.1% leased to 20 tenants.
Sixteen tenants representing approximately 68.0% of the leaseable space are in
physical occupancy of their space and paying rent. The remaining tenants with
signed leases are in various stages of building out their space. Including
tenants with executed letters of intent the property is approximately 85.4%
leased as of July 2005.

The property's tenant roster includes a variety of upscale and boutique
retailers and eateries including Talbots, Banana Republic, Damon's Grill,
Romano's Macaroni Grill, New York & Co., Williams-Sonoma, Ann Taylor Loft,
Bombay Company and Jos A. Bank. The property's average in-place rent is $25.23
per square foot on a triple net basis.

The loan is structured with an upfront $2.5 million tenant improvement and
leasing commission reserve to cover costs associated with tenant work related to
leased but unoccupied spaces as well as yet to be leased spaces. In addition, at
origination the lender held back $2.6 million of loan proceeds to be released
upon the satisfaction of several conditions relating to the lease up of the
property to a stabilized level. If the holdback release provisions are not
achieved within 36 months of loan origination, the lender can hold the funds as
additional collateral for the remainder of the loan term.

THE MARKET. The property is located just west of the intersection of Interstate
81 and Interstate 83, two major highways that connect the property to nearby
regional centers and to Harrisburg, Pennsylvania. The property is elevated above
street grade, providing it with excellent visibility from I-81, and is accessed
via an extended driveway from Brindle Drive.

The Shoppes at Susquehanna Marketplace is part of a larger planned development.
Existing facilities on the site include a Hoyt's Cinema, a 275,000 square foot
industrial building, a Class A office facility and a Cracker Barrel. In addition
there are plans for a 100,000 square foot power center on an unimproved adjacent
site.

The shopping center serves the Harrisburg-Lebanon-Carlisle metropolitan area and
a portion of central Pennsylvania. Within a 10 mile radius of the property, the
population is approximately 325,000 persons with an average household income of
$62,391. According to the appraisal, properties considered comparable to the
subject report an average rent of $28.54 per square foot on a triple net basis
and an average occupancy level of 92%.

PROPERTY MANAGEMENT. The property is managed by the Levin Management
Corporation. Founded in 1952 the New Jersey based company currently manages a
portfolio of over 75 properties comprising nearly 10 million square feet.
- -------------------------------------------------------------------------------



                                     A-3-56



                     THE SHOPPES AT SUSQUEHANNA MARKETPLACE


<TABLE>

                                                     LEASE ROLLOVER SCHEDULE
- ---------------------------------------------------------------------------------------------------------------------------------
                 NUMBER                                                     CUMULATIVE
                  OF        SQUARE                             % OF BASE     SQUARE      CUMULATIVE    CUMULATIVE    CUMULATIVE %
                LEASES      FEET      % OF GLA    BASE RENT      RENT         FEET        % OF GLA     BASE RENT    OF BASE RENT
      YEAR     EXPIRING   EXPIRING    EXPIRING    EXPIRING     EXPIRING     EXPIRING      EXPIRING      EXPIRING      EXPIRING
- ---------------------------------------------------------------------------------------------------------------------------------

 VACANT          N/A       19,691       17.9%           N/A        N/A        19,691        17.9%            N/A          N/A
 2005 & MTM        0            0        0.0             $0        0.0%       19,691        17.9%             $0          0.0%
 2006              0            0        0.0              0        0.0        19,691        17.9%             $0          0.0%
 2007              0            0        0.0              0        0.0        19,691        17.9%             $0          0.0%
 2008              0            0        0.0              0        0.0        19,691        17.9%             $0          0.0%
 2009              1        3,000        2.7         78,000        3.4        22,691        20.7%        $78,000          3.4%
 2010              0            0        0.0              0        0.0        22,691        20.7%        $78,000          3.4%
 2011              0            0        0.0              0        0.0        22,691        20.7%        $78,000          3.4%
 2012              0            0        0.0              0        0.0        22,691        20.7%        $78,000          3.4%
 2013              0            0        0.0              0        0.0        22,691        20.7%        $78,000          3.4%
 2014              5       17,220       15.7        432,400       19.0        39,911        36.3%       $510,400         22.4%
 2015             11       47,664       43.4      1,195,254       52.6        87,575        79.7%     $1,705,654         75.0%
 AFTER             3       22,277       20.3        568,668       25.0       109,852       100.0%     $2,274,322        100.0%
- ----------------------------------------------------------------------------------------------------------------------------------
 TOTAL            20      109,852      100.0%    $2,274,322      100.0%
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>



                                     A-3-57




                     THE SHOPPES AT SUSQUEHANNA MARKETPLACE

   [MAP INDICATING LOCATION OF THE SHOPPES AT SUSQUEHANNA MARKETPLACE OMITTED]





                                     A-3-58




                     THE SHOPPES AT SUSQUEHANNA MARKETPLACE

          [SITE PLAN OF THE SHOPPES AT SUSQUEHANNA MARKETPLACE OMITTED]













                                     A-3-59




                           DISCOVERY CHANNEL BUILDING

  [2 PHOTOS AND MAP INDICATING LOCATION OF DISCOVERY CHANNEL BUILDING OMITTED]










                                     A-3-60




                           DISCOVERY CHANNEL BUILDING



                       MORTGAGE LOAN INFORMATION
- -----------------------------------------------------------------------
 ORIGINAL PRINCIPAL BALANCE:       $28,200,000
 CUT-OFF DATE PRINCIPAL BALANCE:   $28,200,000
 % OF POOL BY IPB:                 1.3 %
 LOAN SELLER:                      CIBC Inc.
 BORROWER:                         WB Kennett Manager, LLC
 SPONSOR:                          Washington Brick and Terra Cotta
                                   Company L.P., LLP
 ORIGINATION DATE:                 06/15/05
 INTEREST RATE:                    5.6600%
 INTEREST ONLY PERIOD:             60 months
 MATURITY DATE:                     07/01/20
 AMORTIZATION TYPE:                Balloon
 ORIGINAL AMORTIZATION:            360 months
 REMAINING AMORTIZATION:           360 months
 CALL PROTECTION:                  L(24),Def(152),O(4)
 CROSS-COLLATERALIZATION:          No
 LOCK BOX:                         Springing
 ADDITIONAL DEBT:                  No
 ADDITIONAL DEBT TYPE:             N/A
 LOAN PURPOSE:                     Refinance



                     ESCROWS
- -------------------------------------------------

 ESCROWS/RESERVES:      Initial        Monthly
                  ------------------------------
 TAXES:                  $81,078         $27,026
 INSURANCE:              $25,509          $2,551
 CAPEX:                   $2,475          $2,475
 TI/LC:                       $0    Springing(1)
- -------------------------------------------------



              PROPERTY INFORMATION
- -------------------------------------------------
 SINGLE ASSET/PORTFOLIO:   Single Asset
 TITLE:                    Fee
 PROPERTY TYPE:            Office -- Suburban
 SQUARE FOOTAGE:           148,530
 LOCATION:                 Silver Spring, MD
 YEAR BUILT/RENOVATED:     1995/2000
 OCCUPANCY:                100.0%
 OCCUPANCY DATE:           05/01/05
 NUMBER OF TENANTS:        1
 HISTORICAL NOI:
  2004:                    $3,437,661
 UW REVENUES:              $4,162,189
 UW EXPENSES:              $1,072,951
 UW NOI:                   $3,089,238
 UW NET CASH FLOW:         $2,836,534
 APPRAISED VALUE:          $43,100,000
 APPRAISAL DATE:           03/30/05




       FINANCIAL INFORMATION
- -----------------------------------
 CUT-OFF DATE LOAN/SF:   $190
 CUT-OFF DATE LTV:       65.4%
 MATURITY DATE LTV:      54.9%
 UW DSCR:                1.45x



<TABLE>

                                                   SIGNIFICANT TENANTS
- -------------------------------------------------------------------------------------------------------------------------
                                                                                                                  LEASE
                                                            MOODY'S/                      % OF     BASE RENT   EXPIRATION
         TENANT NAME                PARENT COMPANY          S&P(2)     SQUARE FEET        GLA          PSF        YEAR
- -------------------------------------------------------------------------------------------------------------------------

 THE DISCOVERY CHANNEL    Discovery Communications, Inc.       NR        148,530          100.0%      $ 22.29       2015
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  The lender will institute an all-excess cash flow sweep i) 18 months prior
     to the expiration of the initial lease term of Discovery Communication,
     Inc. ("Discovery") and ii) 18 months prior to the expiration of the first
     renewal term of the Discovery lease. All swept cash shall be deposited in
     the TI/LC reserve, which shall be capped at $1,500,000. However, in lieu of
     an excess cash flow sweep, the borrower may deliver to the lender a letter
     of credit in the amount of $1,500,000 for deposit in the TI/LC reserve. The
     all-excess cash flow sweep shall end when Discovery exercises the next
     applicable 5-year renewal option under the Discovery lease or a replacement
     tenant, satisfactory to lender, executes a replacement lease. The lender
     will also execute an all-excess cash flow sweep if Discovery goes dark or
     vacates in excess of 40% of its demised premises and shall end upon
     Discovery reoccupying in excess of 60% of its demised premises or the
     execution of a replacement lease by a tenant satisfactory to lender.

(2)  Ratings provided are for the entity listed in the "Parent Company" field
     whether or not the parent company guarantees the lease.



                                     A-3-61




                             TIMBER LINKS APARTMENTS

   [2 PHOTOS AND MAP INDICATING LOCATION OF TIMBER LINKS APARTMENTS OMITTED]









                                     A-3-62




                             TIMBER LINKS APARTMENTS



                       MORTGAGE LOAN INFORMATION
- ------------------------------------------------------------------------
 ORIGINAL PRINCIPAL BALANCE:       $26,000,000
 CUT-OFF DATE PRINCIPAL BALANCE:   $26,000,000
 % OF POOL BY IPB:                 1.2%
 LOAN SELLER:                      JPMorgan Chase Bank, N.A.
 BORROWER:                         The Timber Links Apartments, L.P.
 SPONSOR:                          Blue Star Land LP, J.E. Lindsey
                                   Family LP, and Roy E. Stanley
                                   Family LP
 ORIGINATION DATE:                 05/31/05
 INTEREST RATE:                    5.4700%
 INTEREST ONLY PERIOD:             36 months
 MATURITY DATE:                    06/01/15
 AMORTIZATION TYPE:                Balloon
 ORIGINAL AMORTIZATION:            360 months
 REMAINING AMORTIZATION:           360 months
 CALL PROTECTION:                  L(24),Def(91),O(4)
 CROSS-COLLATERALIZATION:          No
 LOCK BOX:                         No
 ADDITIONAL DEBT:                  No
 ADDITIONAL DEBT TYPE:             N/A
 LOAN PURPOSE:                     Refinance
- -----------------------------------------------------------------------------


                  ESCROWS
- -------------------------------------------
 ESCROWS/RESERVES:    INITIAL     MONTHLY
                  -------------------------
 TAXES:              $368,990    $52,713
 INSURANCE:           $12,225     $4,075
 CAPEX:                    $0     $8,000
- -------------------------------------------




                PROPERTY INFORMATION
- ----------------------------------------------------
 SINGLE ASSET/PORTFOLIO:   Single Asset
 TITLE:                    Fee
 PROPERTY TYPE:            Multifamily -- Garden
 UNITS:                    480
 LOCATION:                 Denton, TX
 YEAR BUILT/RENOVATED:     2004
 OCCUPANCY:                92.3%
 OCCUPANCY DATE:           05/01/05
 HISTORICAL NOI:
 TTM AS OF 02/28/05:       $861,624(1)
 UW REVENUES:              $3,969,973
 UW EXPENSES:              $1,736,999
 UW NOI:                   $2,232,973(1)
 UW NET CASH FLOW:         $2,136,973
 APPRAISED VALUE:          $32,500,000
 APPRAISAL DATE:           04/14/05
- ----------------------------------------------------




         FINANCIAL INFORMATION
- ---------------------------------------
 CUT-OFF DATE LOAN/UNIT:   $54,167
 CUT-OFF DATE LTV:           80.0%
 MATURITY DATE LTV:          71.5%
 UW DSCR:                    1.21x
- ---------------------------------------




<TABLE>

                                                  MULTIFAMILY INFORMATION

                                                            APPROXIMATE
                                            AVERAGE UNIT   NET RENTABLE    % OF TOTAL    AVERAGE MONTHLY    AVERAGE MONTHLY
 UNIT MIX                   NO. OF UNITS    SQUARE FEET         SF             SF          ASKING RENT       MARKET RENT
- ------------------------------------------------------------------------------------------------------------------------------------

 ONE BEDROOM              160             605                  96,800         24.4%           $618               $694
 TWO BEDROOM              320             937                 299,880         74.6%           $722               $822
- ------------------------------------------------------------------------------------------------------------------------------------
 TOTAL/WEIGHTED AVERAGE   480             826                 396,680        100.0%           $687               $779
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  The property was completed in early 2004 with the first tenants taking
     occupancy in June 2004. As of May 2005 the property is 92.3% occupied. The
     property's UW NOI reflects in-place occupancy, whereas TTM NOI through
     February 2005 reflects the property's performance during its lease-up
     period.

                                     A-3-63




                             450 NORTH ROXBURY DRIVE

    [1 PHOTO AND MAP INDICATING LOCATION OF 450 NORTH ROXBURY DRIVE OMITTED]








                                     A-3-64




                             450 NORTH ROXBURY DRIVE



                       MORTGAGE LOAN INFORMATION
- -----------------------------------------------------------------------
 ORIGINAL PRINCIPAL BALANCE:       $25,600,000
 CUT-OFF DATE PRINCIPAL BALANCE:   $25,600,000
 % OF POOL BY IPB:                 1.2%
 LOAN SELLER:                      CIBC Inc.
 BORROWER:                         450 Roxbury Properties, LLC, 450
                                   Roxbury Properties II, LLC, 450
                                   Roxbury Properties III, LLC, 450
                                   Roxbury Properties IV, LLC, 450
                                   Roxbury Properties V, LLC, 450
                                   Roxbury Properties VI, LLC
 SPONSOR:                          Peyman Daneshrad
 ORIGINATION DATE:                 03/14/05
 INTEREST RATE:                    4.8900%
 INTEREST ONLY PERIOD:             60 months
 MATURITY DATE:                    04/01/15
 AMORTIZATION TYPE:                Balloon
 ORIGINAL AMORTIZATION:            360 months
 REMAINING AMORTIZATION:           360 months
 CALL PROTECTION:                  L(24),Def(89),O(4)
 CROSS-COLLATERALIZATION:          No
 LOCK BOX:                         Springing
 ADDITIONAL DEBT:                  No
 ADDITIONAL DEBT TYPE:             N/A
 LOAN PURPOSE:                     Acquisition
- -----------------------------------------------------------------------


                     ESCROWS
- --------------------------------------------------
 ESCROWS/RESERVES:           INITIAL     MONTHLY
                        --------------------------
 TAXES:                      $80,500    $40,250
 INSURANCE:                   $7,073     $2,358
 CAPEX:                       $1,702     $1,702
 REQUIRED REPAIRS:           $17,164         $0
 TILC(1):                    $16,667    $16,667
 STARPOINT TI RESERVE(2):   $132,200         $0
 BROWNE & WOODS RESERVE(3): $349,937         $0
- --------------------------------------------------


              PROPERTY INFORMATION
- -------------------------------------------------
 SINGLE ASSET/PORTFOLIO:   Single Asset
 TITLE:                    Fee
 PROPERTY TYPE:            Office -- Suburban
 SQUARE FOOTAGE:           102,131
 LOCATION:                 Beverly Hills, CA
 YEAR BUILT/RENOVATED:     1970/1990
 OCCUPANCY:                88.4%
 OCCUPANCY DATE:           03/08/05
 NUMBER OF TENANTS:        12
 HISTORICAL NOI:
  2003:                    $2,337,789
  2004:                    $2,675,052
 UW REVENUES:              $4,191,993
 UW EXPENSES:              $1,425,682
 UW NOI:                   $2,766,311
 UW NET CASH FLOW:         $2,576,242
 APPRAISED VALUE:          $43,450,000
 APPRAISAL DATE:           02/16/05



       FINANCIAL INFORMATION
- -----------------------------------
 CUT-OFF DATE LOAN/SF:    $251
 CUT-OFF DATE LTV:        58.9%
 MATURITY DATE LTV:       54.2%
 UW DSCR:                 1.58x







<TABLE>

                             SIGNIFICANT TENANTS

 TENANT NAME                PARENT COMPANY
- --------------------------------------------------------------------------------

 HANSEN, JACOBSON ET AL    Hansen, Jacobson, Teller, Hoberman, Newman,
                           Warren, Sloane & Richman
 BROWNE & WOODS LLP        Browne & Woods LLP
 OVERBROOK ENTERTAINMENT   Overbrook Entertainment, LLC
 REPRODUCTIVE MEDICINE     Reproductive Medicine & Surgery Associates, Inc.
 ASSOCIATES




                                                                             LEASE
                             MOODY'S/    SQUARE      % OF     BASE RENT   EXPIRATION
 TENANT NAME                  S&P(4)      FEET       GLA         PSF         YEAR
- ------------------------------------------------------------------------------------

 HANSEN, JACOBSON ET AL         NR       20,846      20.4%     $35.67        2010
 BROWNE & WOODS LLP             NR       13,723      13.4%     $36.00        2012
 OVERBROOK ENTERTAINMENT        NR       10,423      10.2%     $34.20        2012
 REPRODUCTIVE MEDICINE          NR       10,423      10.2%     $41.62        2009
 ASSOCIATES
- ------------------------------------------------------------------------------------
</TABLE>

(1)  The TI/LC reserve is capped at $600,000 and shall be replenished if drawn
     upon.


(2)  At origination the borrower deposited $132,300 for tenant improvements
     associated with the Starpoint Properties, LLC lease.

(3)  At origination the borrower deposited $349,937 for the prepaid rent
     associated with the Browne & Woods LLP lease. So long as the Browne & Woods
     LLP lease is in effect and the tenant prepays its rent a year in advance,
     the lender will escrow one year's rent for Browne & Woods LLP and release
     the reserve on a monthly basis for the borrower's debt service payments.

(4)  Ratings provided are for the entity listed in the "Parent Company" field
     whether or not the parent company guarantees the lease.

                                     A-3-65




                               METRO TOWNE CENTER

      [2 PHOTOS AND MAP INDICATING LOCATION OF METRO TOWNE CENTER OMITTED]




                                     A-3-66



                               METRO TOWNE CENTER


                      MORTGAGE LOAN INFORMATION
- ---------------------------------------------------------------------
 ORIGINAL PRINCIPAL BALANCE:         $25,000,000
 CUT-OFF DATE PRINCIPAL BALANCE:     $25,000,000
 % OF POOL BY IPB:                   1.2%
 LOAN SELLER:                        CIBC Inc.
 BORROWER:                           ACP Metro Towne Center, LLC
 SPONSOR:                            A&C Tank Sales Company, Inc.
 ORIGINATION DATE:                   06/24/05
 INTEREST RATE:                      5.14000%
 INTEREST ONLY PERIOD:               60 months
 MATURITY DATE:                      07/01/15
 AMORTIZATION TYPE:                  Balloon
 ORIGINAL AMORTIZATION:              360 months
 REMAINING AMORTIZATION:             360 months
 CALL PROTECTION:                    L(24),Def(92),O(4)
 CROSS-COLLATERALIZATION:            No
 LOCK BOX:                           Springing
 ADDITIONAL DEBT:                    No
 ADDITIONAL DEBT TYPE:               N/A
 LOAN PURPOSE:                       Refinance
- ---------------------------------------------------------------------



                          ESCROWS
- ------------------------------------------------------------
 ESCROWS/RESERVES:            INITIAL         MONTHLY
                       -------------------------------------
 TAXES:                      $175,200            $29,200
 INSURANCE:                   $18,993             $2,374
 CAPEX:                        $1,751             $1,751
 REQUIRED REPAIRS:            $63,330                 $0
 ROSS RELOCATION RESERVE(2):  $70,000                 $0
 TI/LC RESERVE:                    $0       Springing(3)
 CASH COLLATERAL RESERVE:          $0       Springing(4)
- -------------------------------------------------------------


              PROPERTY INFORMATION
- ------------------------------------------------
 SINGLE ASSET/PORTFOLIO:   Single Asset
 TITLE:                    Fee
 PROPERTY TYPE:            Retail - Anchored
 SQUARE FOOTAGE:           140,056
 LOCATION:                 Phoenix, AZ
 YEAR BUILT/RENOVATED:     1977/2004
 OCCUPANCY:                98.6%
 OCCUPANCY DATE:           05/20/05
 NUMBER OF TENANTS:        21
 HISTORICAL NOI(1):        N/A
 TTM AS OF 04/30/05:       $1,943,113
 UW REVENUES:              $2,814,356
 UW EXPENSES:              $675,008
 UW NOI:                   $2,139,347
 UW NET CASH FLOW:         $2,073,497
 APPRAISED VALUE:          $31,380,000
 APPRAISAL DATE:           04/29/05
 ------------------------------------------------



         FINANCIAL INFORMATION
- ----------------------------------------
 CUT-OFF DATE LOAN/SF:     $179
 CUT-OFF DATE LTV:         79.7%
 MATURITY DATE LTV:        73.6%
 UW DSCR:                  1.27x
- ----------------------------------------




<TABLE>

                                                  SIGNIFICANT TENANTS
                                                                                                                LEASE
                                                   MOODY'S/    SQUARE      % OF     BASE RENT                EXPIRATION
 TENANT NAME            PARENT COMPANY              S&P(5)      FEET       GLA         PSF       SALES PSF      YEAR
- ---------------------- ------------------------- ----------- --------- ---------- ------------ ------------ -----------

 ROSS DRESS FOR LESS   Ross Stores, Inc.            NR/BBB    30,187       21.6%    $ 11.50         NAV        2015
 BED BATH & BEYOND     Bed Bath & Beyond, Inc.      NR/BBB    28,000       20.0%    $ 10.65         NAV        2015
 PETSMART              Petsmart, Inc.              Ba2/BB-    22,500       16.1%    $ 10.91         NAV        2018
</TABLE>

(1)  Historical NOI information is not available as the property underwent a
     renovation/redevelopment in 2003/2004.

(2)  At origination, the borrower deposited $70,000 into a Ross Relocation
     Reserve. Commencing August 1, 2005 and on each monthly payment date
     thereafter up to and including December 1, 2005, $14,000 from the Ross
     Relocation Reserve shall be applied to the payment of the debt service.

(3)  Bed Bath & Beyond and Ross Dress for Less are subject to identical TI/LC
     reserve requirements. In each case, commencing on July 31, 2014, 6 months
     prior to the tenant's lease expiration date, the borrower is required to
     deposit $30,000 per month into a TI/LC reserve if the tenant has not
     exercised its 5-year extension option. Such deposits shall end on the
     earlier to occur of (i) the tenant's exercise of its 5-year extension
     option or (ii) the date that the tenant's space is occupied by a
     replacement tenant and such replacement tenant is open for business, paying
     rent and has provided the lender with an estoppel certificate. Borrower may
     deliver to the lender a letter of credit in the amount of $180,000 in lieu
     of making monthly deposits to the TI/LC reserve.

(4)  In the event that Ross Stores and/or PetsMart go dark, the borrower is
     required to deposit monthly 50% of all excess cash flow into a cash
     collateral reserve. Such deposits shall end on the date that both Ross
     Stores and PetsMart (or replacement tenants) are open for business and all
     TI/LC obligations with respect to such replacement tenants have been paid
     in full. The borrower is not required to make deposits into the cash
     collateral reserve if both PetsMart and Ross Stores exhibit annual sales of
     greater than $210 per square foot for two consecutive fiscal year periods.

(5)  Ratings provided are for the entity listed in the "Parent Company" field
     whether or not the parent company guarantees the lease.


                                     A-3-67




                             BELTWAY BUSINESS CENTER

    [1 PHOTO AND MAP INDICATING LOCATION OF BELTWAY BUSINESS CENTER OMITTED]








                                     A-3-68




  BELTWAY BUSINESS CENTER



                   MORTGAGE LOAN INFORMATION
- ----------------------------------------------------------------
 ORIGINAL PRINCIPAL BALANCE:       $24,000,000
 CUT-OFF DATE PRINCIPAL BALANCE:   $24,000,000
 % OF POOL BY IPB:                 1.1%
 LOAN SELLER:                      JPMorgan Chase Bank, N.A.
 BORROWER:                         V-Beltway Associates, LLC
 SPONSOR:                          Lawrence D. Horowitz
 ORIGINATION DATE:                 06/20/05
 INTEREST RATE:                    5.2500%
 INTEREST ONLY PERIOD:             36 months
 MATURITY DATE:                    07/01/15
 AMORTIZATION TYPE:                Balloon
 ORIGINAL AMORTIZATION:            360 months
 REMAINING AMORTIZATION:           360 months
 CALL PROTECTION:                  L(24),Def(92),O(4)
 CROSS-COLLATERALIZATION:          No
 LOCK BOX:                         No
 ADDITIONAL DEBT:                  No
 ADDITIONAL DEBT TYPE:             N/A
 LOAN PURPOSE:                     Refinance



                     ESCROWS
- --------------------------------------------------
 ESCROWS/RESERVES:      Initial         Monthly
                  --------------------------------
 TAXES:                  $140,896         $17,612
 INSURANCE:               $31,782          $2,889
 CAPEX:                        $0          $2,330
 TI/LC:                $750,000(2)   Springing(2)
- --------------------------------------------------





              PROPERTY INFORMATION
- ------------------------------------------------
 SINGLE ASSET/PORTFOLIO:   Single Asset
 TITLE:                    Fee
 PROPERTY TYPE:            Industrial - Flex
 SQUARE FOOTAGE:           273,243
 LOCATION:                 Alexandria, VA
 YEAR BUILT/RENOVATED:     1980/1982
 OCCUPANCY:                100.0%
 OCCUPANCY DATE:           06/15/05
 NUMBER OF TENANTS:        37
 HISTORICAL NOI:
  2002:                    $2,173,433
  2003:                    $2,310,310
  2004:                    $2,629,359
 UW REVENUES:              $2,853,816
 UW EXPENSES:              $527,614
 UW NOI:                   $2,326,201
 UW NET CASH FLOW:         $2,175,924
 APPRAISED VALUE:          $30,000,000
 APPRAISAL DATE:           05/03/05



       FINANCIAL INFORMATION
- -----------------------------------
 CUT-OFF DATE LOAN/SF:   $88
 CUT-OFF DATE LTV:       80.0%
 MATURITY DATE LTV:      71.2%
 UW DSCR:                1.37x





<TABLE>

                                                   SIGNIFICANT TENANTS
- -------------------------------------------------------------------------------------------------------------------------
                                                                                                                  LEASE
                                                         MOODY'S/      SQUARE                    BASE RENT     EXPIRATION
             TENANT NAME             PARENT COMPANY        S&P(1)       FEET       % OF GLA         PSF           YEAR
- -------------------------------------------------------------------------------------------------------------------------

 HOME HEALTH CLINICAL SERVICES     N/A                      NR       32,155          11.8%          6.65         2005
 CANON                             Canon USA, Inc.        Aa2/AA     19,520           7.1%          8.75         2006
 GANNETT -- USA TODAY              Gannett Co Inc.         A2/A      16,118           5.9%         11.42         2006
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Ratings provided are for the entity listed in the "Parent Company" field
     whether or not the parent company guarantees the lease.

(2)  At origination, the borrower was required to deposit $750,000 into a TI/LC
     reserve fund. Beginning with the monthly payment due on July 1, 2006,
     borrower will be required to deposit $8,333.33 into the TI/LC reserve fund
     on a monthly basis. The TI/LC reserve fund will be capped at $750,000.


                                     A-3-69




                      [THIS PAGE INTENTIONALLY LEFT BLANK]

                                                                        ANNEX B


                      STRUCTURAL AND COLLATERAL TERM SHEET























                                    Annex B-1
























                      [THIS PAGE INTENTIONALLY LEFT BLANK]






















JULY 20, 2005                                                JPMCC 2005-CIBC12

- --------------------------------------------------------------------------------
                      STRUCTURAL AND COLLATERAL TERM SHEET
- --------------------------------------------------------------------------------

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

                                 $1,990,966,000


                                 (Approximate)

             J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.

                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                               SERIES 2005-CIBC12

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

                           JPMORGAN CHASE BANK, N.A.
                                    CIBC INC.

                             Mortgage Loan Sellers












JPMORGAN                                                     CIBC WORLD MARKETS
                         BANC OF AMERICA SECURITIES LLC

The analysis in this report is based on information provided by JPMorgan Chase
Bank, N.A. and CIBC Inc. (the "Sellers"). The information contained herein is
qualified in its entirety by the information in the prospectus and prospectus
supplement for this transaction. The information contained herein supersedes
any previous such information delivered to you. These materials are subject to
change, completion or amendment from time to time. Any investment decision with
respect to the securities should be made by you based solely upon the
information contained in the final prospectus and prospectus supplement
relating to the securities. You should consult your own counsel, accountant and
other advisors as to the legal, tax, business, financial and related aspects of
a purchase of these securities.


The attached information contains certain tables and other statistical analyses
(the "Computational Materials") which have been prepared in reliance upon
information furnished by the issuer and the Sellers. Numerous assumptions were
used in preparing the Computational Materials, which may or may not be
reflected herein. As such, no assurance can be given as to the Computational
Materials' appropriateness in any particular context; or as to whether the
Computational Materials and/or the assumptions upon which they are based
reflect present market conditions or future market performance. These
Computational Materials should not be construed as either projections or
predictions or as legal, tax, financial or accounting advice. Any weighted
average lives, yields and principal payment periods shown in the Computational
Materials are based on prepayment and/or loss assumptions, and changes in such
prepayment and/or loss assumptions may dramatically affect such weighted
average lives, yields and principal payment periods. In addition, it is
possible that prepayments or losses on the underlying assets will occur at
rates higher or lower than the rates shown in the attached Computational
Materials. The specific characteristics of the securities may differ from those
shown in the Computational Materials due to differences between the final
underlying assets and the preliminary underlying assets used in preparing the
Computational Materials. The principal amount and designation of any security
described in the Computational Materials are subject to change prior to
issuance. None of J.P. Morgan Securities Inc., CIBC World Markets Corp., and
Banc of America Securities LLC (the "Underwriters") or any of their affiliates
makes any representation or warranty as to the actual rate or timing of
payments or losses on any of the underlying assets or the payments or yield on
the securities.


THIS INFORMATION IS FURNISHED TO YOU SOLELY BY THE UNDERWRITERS AND NOT BY THE
ISSUER OF THE SECURITIES OR ANY OF ITS AFFILIATES. THE UNDERWRITERS ARE NOT
ACTING AS AGENT FOR THE ISSUER IN CONNECTION WITH THE PROPOSED TRANSACTION.



STRUCTURAL AND COLLATERAL TERM SHEET                         JPMCC 2005-CIBC12

- --------------------------------------------------------------------------------
                                  KEY FEATURES
- --------------------------------------------------------------------------------

<TABLE>

  CO-LEAD MANAGERS:        J.P. Morgan Securities Inc. (Sole Bookrunner)
                           CIBC World Markets Corp.

  CO-MANAGER:              Banc of America Securities LLC

  MORTGAGE LOAN SELLERS:   JPMorgan Chase Bank, N.A. (58.2%)
                           CIBC Inc. (41.8%)

  MASTER SERVICER:         GMAC Commercial Mortgage Corporation

  SPECIAL SERVICER:        J.E. Robert Company, Inc.

  TRUSTEE:                 LaSalle Bank National Association

  FISCAL AGENT:            ABN Amro Bank N.V.

  RATING AGENCIES:         Moody's Investors Service, Inc.
                           Fitch, Inc.

  PRICING DATE:            July 20, 2005

  CLOSING DATE:            On or about July 29, 2005

  CUT-OFF DATE:            With respect to each mortgage loan, the related due
                           date of that mortgage loan in July 2005, or with
                           respect to those loans that were originated in June
                           2005 and have their first payment date in August
                           2005, July 1, 2005, or with respect to those
                           mortgage loans that were originated in July 2005 and
                           have their first payment date in either August or
                           September 2005, the related origination date.

  DISTRIBUTION DATE:       12th of each month, or if the 12th day is not a
                           business day, on the next succeeding business day,
                           beginning in August 2005

  PAYMENT DELAY:           12 days

  TAX STATUS:              REMIC

  ERISA CONSIDERATION:     It is expected that the Offered Certificates will be
                           ERISA eligible

  OPTIONAL TERMINATION:    1.0% (Clean-up Call)

  MINIMUM DENOMINATIONS:   $10,000 ($1,000,000 in the case of Class X-2)

  SETTLEMENT TERMS:        DTC, Euroclear and Clearstream Banking
</TABLE>


- -------------------------------------------------------------------------------
                           COLLATERAL CHARACTERISTICS
- -------------------------------------------------------------------------------

<TABLE>


    COLLATERAL CHARACTERISTICS                                MORTGAGE LOANS
    --------------------------                                --------------

    INITIAL POOL BALANCE (IPB):                                $2,167,038,831
    NUMBER OF MORTGAGE LOANS:                                             195
    NUMBER OF MORTGAGED PROPERTIES:                                       205
    AVERAGE CUT-OFF DATE BALANCE PER MORTGAGE LOAN:            $   11,113,020
    AVERAGE CUT-OFF DATE BALANCE PER PROPERTY:                 $   10,570,921
    WEIGHTED AVERAGE (WA) CURRENT MORTGAGE RATE:                      5.3663%
    WEIGHTED AVERAGE UNDERWRITTEN (UW) DSCR:                            1.54x
    WEIGHTED AVERAGE CUT-OFF DATE LOAN-TO-VALUE (LTV):                  71.9%
    WEIGHTED AVERAGE MATURITY DATE LTV(1):                              64.6%
    WEIGHTED AVERAGE REMAINING TERM TO MATURITY(MONTHS)(2):               109
    WEIGHTED AVERAGE ORIGINAL AMORTIZATION TERM (MONTHS)(3):              351
    WEIGHTED AVERAGE SEASONING (MONTHS):                                    1
    10 LARGEST MORTGAGE LOANS AS % OF IPB:                              23.5%
    % OF MORTGAGE LOANS WITH ADDITIONAL DEBT:                            9.0%
    % of mortgage loans with single tenants:                            11.8%
</TABLE>

    (1) Excludes the fully amortizing mortgage loans.

    (2) Calculated with respect to the respective anticipated repayment date
        for the ARD loans.

    (3) Excludes mortgage loans that are interest-only for the entire term.


                                    2 of 10
THE INFORMATION HEREIN WILL BE SUPERSEDED IN ITS ENTIRETY BY THE INFORMATION
CONTAINED IN THE FINAL PROSPECTUS SUPPLEMENT. THIS PAGE MUST BE ACCOMPANIED BY
A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR
SALES REPRESENTATIVE.



STRUCTURAL AND COLLATERAL TERM SHEET                         JPMCC 2005-CIBC12

- -------------------------------------------------------------------------------
                        APPROXIMATE SECURITIES STRUCTURE
- -------------------------------------------------------------------------------

PUBLICLY OFFERED CLASSES
- ------------------------

<TABLE>

- ----------------------------------------------------------------------------------------------------------------------
              EXPECTED RATINGS      APPROXIMATE FACE      CREDIT SUPPORT      EXPECTED WEIGHTED      EXPECTED PAYMENT
   CLASS      (MOODY'S/FITCH)           AMOUNT(1)         (% OF BALANCE)(2)   AVG. LIFE (YEARS)(3)        WINDOW(3)
- ----------------------------------------------------------------------------------------------------------------------

 A-1              Aaa/AAA            $   72,501,000           30.000%                 2.60               8/05-1/10
 A-2              Aaa/AAA            $  171,215,000           30.000%                 4.84               2/10-8/10
 A-3A1            Aaa/AAA            $  163,601,000           30.000%                 6.12               7/11-3/12
 A-3A2            Aaa/AAA            $  122,934,000           30.000%                 7.55               3/12-12/14
 A-3B             Aaa/AAA            $  200,000,000           30.000%                 6.73               7/11-12/14
 A-4              Aaa/AAA            $  649,324,000           30.000%                 9.83               2/15-7/15
 A-SB             Aaa/AAA            $  137,352,000           30.000%                 7.04               1/10-2/15
 A-M              Aaa/AAA            $  216,704,000           20.000%                 9.95               7/15-7/15
 A-J              Aaa/AAA            $  162,527,000           12.500%                 9.95               7/15-7/15
 X-2              Aaa/AAA            $2,100,087,000             N/A                   N/A                   N/A
 B                Aa2/AA             $   43,341,000           10.500%                 9.95               7/15-7/15
 C                Aa3/AA-            $   18,962,000            9.625%                 9.95               7/15-7/15
 D                 A2/A              $   32,505,000            8.125%                 9.96               7/15-8/15
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

PRIVATELY OFFERED CLASSES
- -------------------------

<TABLE>

- ------------------------------------------------------------------------------------------------------------------------
              EXPECTED RATINGS      APPROXIMATE FACE      CREDIT SUPPORT      EXPECTED WEIGHTED       EXPECTED PAYMENT
   CLASS      (MOODY'S/FITCH)           AMOUNT(1)         (% OF BALANCE)     AVG. LIFE (YEARS)(3)          WINDOW(3)
- ------------------------------------------------------------------------------------------------------------------------

 X-1              Aaa/AAA            $2,167,038,830            N/A                   N/A                   N/A
 E                 A3/A-             $   27,088,000           6.875%                 N/A                   N/A
 F               Baa1/BBB+           $   24,380,000           5.750%                 N/A                   N/A
 G               Baa2/BBB            $   24,379,000           4.625%                 N/A                   N/A
 H               Baa3/BBB-           $   29,797,000           3.250%                 N/A                   N/A
 J               Ba1/BB+             $    8,126,000           2.875%                 N/A                   N/A
 K               Ba2/BB              $    8,126,000           2.500%                 N/A                   N/A
 L               Ba3/BB-             $    8,127,000           2.125%                 N/A                   N/A
 M                 B1/B+             $    5,417,000           1.875%                 N/A                   N/A
 N                 B2/B              $    8,127,000           1.500%                 N/A                   N/A
 P                 B3/B-             $    5,417,000           1.250%                 N/A                   N/A
 NR                NR/NR             $   27,088,830           N/A                    N/A                   N/A
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

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

(2)  The credit support percentages set forth for Class A-1, Class A-2, Class
     A-3A1, Class A-3A2, Class A-3B, Class A-4 and Class A-SB certificates are
     represented in the aggregate.

(3)  The weighted average life and period during which distributions of
     principal would be received with respect to each class of certificates is
     based on the assumptions set forth under "Yield and Maturity
     Considerations-Weighted Average Life" in the prospectus supplement, and the
     assumptions that (a) there are no prepayments or losses on the mortgage
     loans, (b) each mortgage loan pays off on its scheduled maturity date or
     anticipated repayment date and (c) no excess interest is generated on the
     mortgage loans.


                                    3 of 10
THE INFORMATION HEREIN WILL BE SUPERSEDED IN ITS ENTIRETY BY THE INFORMATION
CONTAINED IN THE FINAL PROSPECTUS SUPPLEMENT. THIS PAGE MUST BE ACCOMPANIED BY
A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR
SALES REPRESENTATIVE.


STRUCTURAL AND COLLATERAL TERM SHEET                         JPMCC 2005-CIBC12

- -------------------------------------------------------------------------------
                              STRUCTURAL OVERVIEW
- -------------------------------------------------------------------------------

 o Interest payments will be made concurrently to the Class A-1, A-2, A-3A1,
   A-3A2, A-3B, A-4, A-SB, X-1 and X-2 Certificates and then, after payment of
   the principal distribution amount to those Classes (other than the Class
   X-1 and X-2 Certificates), interest will be paid to the Class A-M
   Certificates, and then, after payment of the principal distribution amount
   to the Class A-M Certificates, interest will be paid to the Class A-J
   Certificates and then, after payment of the principal distribution amount
   to Class A-J Certificates, interest will be paid sequentially to the Class
   B, C, D, E, F, G, H, J, K, L, M, N, P and NR Certificates.

 o For any distribution date, if the weighted average of the net interest rates
   on the mortgage loans (other than the Universal Hotel Portfolio B note) (in
   each case adjusted, if necessary, to accrue on the basis of a 360-day year
   consisting of twelve 30-day months) as of the first day of the related due
   period is less than the rate specified for any of Class A-M, Class A-J,
   Class J, Class K, Class L, Class M, Class N, Class P and Class NR
   Certificates with respect to the distribution date, then the pass-through
   rate for that class of certificates on that distribution date will equal
   the weighted average of the net interest rates on the mortgage loans (other
   than the Universal Hotel Portfolio B note). The pass-through rates
   applicable to the Class B, Class C, Class D and Class E Certificates on
   each distribution date will be a per annum rate equal to the weighted
   average of the net mortgage rates on the mortgage loans (other than the
   Universal Hotel Portfolio B note) (in each case adjusted, if necessary, to
   accrue on the basis of a 360-day year consisting of twelve 30-day months),
   minus 0.320%, 0.290%, 0.201% and 0.103%, respectively. The pass-through
   rate applicable to the Class A-3B, Class F, Class G and Class H
   Certificates on each distribution date will be a per annum rate equal to
   the weighted average of the net mortgage rates on the mortgage loans (other
   than the Universal Hotel Portfolio B note)(in each case adjusted, if
   necessary, to accrue on the basis of a 360-day year consisting of twelve
   30-day months). In the aggregate, the Class X-1 and Class X-2 Certificates
   will receive the net interest on the mortgage loans in excess of the
   interest paid on the other Certificates.

 o All Classes will accrue interest on a 30/360 basis.

 o Principal will generally be distributed on each Distribution Date to the
   Class of Certificates outstanding with the earliest alphabetical and
   numerical class designation until its certificate balance is reduced to
   zero (except that (a) the Class A-SB Certificates are entitled to certain
   priority with respect to being paid down to their planned principal balance
   as described in the prospectus supplement, (b) (i) the Class A-3A1 and the
   Class A-3A2 Certificates and (ii) the Class A-3B Certificates receive
   principal on a pro rata basis, provided that amounts allocable to the Class
   A-3A1 and Class A-3A2 Certificates will be distributed first to the Class
   A-3A1 Certificates until its certificate balance has been reduced to zero
   and then to the Class A-3A2 Certificates until its certificate balance has
   been reduced to zero. However, on any distribution date on which the
   certificate balances of the Class A-M Certificates through Class NR
   Certificates have been reduced to zero, distributions of principal
   collected or advanced in respect of the mortgage loans will be distributed
   to the Class A-1, A-2, A-3A1, A-3A2, A-3B, A-4 and A-SB Certificates on a
   pro rata basis. After the certificate balances of the Class A-1, A-2,
   A-3A1, A-3A2, A-3B, A-4 and A-SB Certificates have been reduced to zero,
   principal will be distributed sequentially to the Class A-M, A-J, B, C, D,
   E, F, G, H, J, K, L, M, N, P and NR Certificates, until the certificate
   balance for each of those Classes has been reduced to zero. The Class X-1
   and Class X-2 Certificates do not have a certificate balance and therefore
   are not entitled to any principal distributions.

 o Losses will be borne by the Classes (other than the Class X-1 and X-2
   Certificates) in reverse sequential order, from the Class NR Certificates
   up to the Class A-J Certificates, then to the Class A-M Certificates, and
   then pro rata to the Class A-1, Class A-2, Class A-3A1, Class A-3A2, Class
   A-3B, Class A-4 and Class A-SB Certificates (without regard to the Class
   A-SB planned principal balance).
- -------------------------------------------------------------------------------


                                    4 of 10
THE INFORMATION HEREIN WILL BE SUPERSEDED IN ITS ENTIRETY BY THE INFORMATION
CONTAINED IN THE FINAL PROSPECTUS SUPPLEMENT. THIS PAGE MUST BE ACCOMPANIED BY
A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR
SALES REPRESENTATIVE.



STRUCTURAL AND COLLATERAL TERM SHEET                         JPMCC 2005-CIBC12


 o Yield Maintenance Charges calculated by reference to a U.S. Treasury rate,
   to the extent received, will be allocated first to the publicly offered
   certificates (other than the Class X-2 Certificates) and the Class E, F, G
   and H Certificates in the following manner: the holders of each class of
   offered certificates (other than the Class X-2 Certificates) and the Class
   E, F, G and H Certificates will receive on each Distribution Date an amount
   of Yield Maintenance Charges determined in accordance with the formula
   specified below (with any remaining amount payable to the Class X-1
   Certificates).


<TABLE>


     YM           Principal Paid to Class            (Pass-Through Rate on Class -- Discount Rate)
   Charge    x   -------------------------    x     -----------------------------------------------
                   Total Principal Paid                 (Mortgage Rate on Loan -- Discount Rate)
</TABLE>

 o Any prepayment penalties based on a percentage of the amount being prepaid
   will be distributed to the Class X-1 certificates.

 o The transaction will provide for a collateral value adjustment feature (an
   appraisal reduction amount calculation) for problem or delinquent mortgage
   loans. Under certain circumstances, the special servicer will be required
   to obtain a new appraisal and to the extent any such appraisal results in a
   downward adjustment of the collateral value, the interest portion of any
   P&I Advance will be reduced in proportion to such adjustment.
- -------------------------------------------------------------------------------



                                    5 of 10
THE INFORMATION HEREIN WILL BE SUPERSEDED IN ITS ENTIRETY BY THE INFORMATION
CONTAINED IN THE FINAL PROSPECTUS SUPPLEMENT. THIS PAGE MUST BE ACCOMPANIED BY
A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR
SALES REPRESENTATIVE.


STRUCTURAL AND COLLATERAL TERM SHEET                         JPMCC 2005-CIBC12

- -------------------------------------------------------------------------------
                         MORTGAGE LOAN CHARACTERISTICS
- -------------------------------------------------------------------------------

<TABLE>

- ---------------------------------------------------------------------------------------------------------
                                     CUT-OFF DATE PRINCIPAL BALANCE
- ---------------------------------------------------------------------------------------------------------
RANGE OF PRINCIPAL                   NUMBER          PRINCIPAL         % OF       WA          WA UW
BALANCES                            OF LOANS          BALANCE           IPB       LTV         DSCR
- ---------------------------------------------------------------------------------------------------------

 $1,197,671 - $2,999,999               28         $   65,039,626         3.0%    66.8%        1.51x
 $3,000,000 - $3,999,999               24             80,820,249         3.7     69.2%        1.38x
 $4,000,000 - $4,999,999               17             77,951,492         3.6     69.7%        1.39x
 $5,000,000 - $6,999,999               30            173,341,111         8.0     73.8%        1.35x
 $7,000,000 - $9,999,999               14            118,480,053         5.5     71.0%        1.42x
 $10,000,000 - $14,999,999             39            487,921,360        22.5     74.6%        1.47x
 $15,000,000 - $24,999,999             29            548,595,996        25.3     75.1%        1.45x
 $25,000,000 - $49,999,999             11            364,888,943        16.8     68.0%        1.53x
 $50,000,000 - $99,999,999              2            150,000,000         6.9     77.0%        1.27x
 <= $100,000,000                        1            100,000,000         4.6     52.8%        3.61x
- ---------------------------------------------------------------------------------------------------------
 TOTAL/WEIGHTED AVERAGE:              195        $2,167,038,831       100.0%    71.9%        1.54x
- ---------------------------------------------------------------------------------------------------------
 AVERAGE BALANCE PER LOAN:                        $   11,113,020
 AVERAGE BALANCE PER PROPERTY:                    $   10,570,921
- ---------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>

- ---------------------------------------------------------------------------------------------------------
                                    RANGE OF MORTGAGE INTEREST RATES
- ---------------------------------------------------------------------------------------------------------
RANGE OF MORTGAGE INTEREST        NUMBER           PRINCIPAL         % OF         WA         WA UW
RATES                            OF LOANS           BALANCE           IPB         LTV         DSCR
- ---------------------------------------------------------------------------------------------------------

 4.7250% - 4.9999%                   6          $  180,094,607         8.3%      58.8%        2.78x
 5.0000% - 5.4999%                 117           1,333,421,640        61.5       72.5%        1.47x
 5.5000% - 5.9999%                  62             488,147,331        22.5       73.9%        1.34x
 6.0000% - 6.4999%                   9             144,375,252         6.7       75.3%        1.36x
 <= 6.6200%                          1              21,000,000         1.0       75.0%        1.40x
- ----------------------------------------------------------------------------------------------------------
 TOTAL/WEIGHTED AVERAGE:           195          $2,167,038,831       100.0%      71.9%        1.54x
- ----------------------------------------------------------------------------------------------------------
 WA INTEREST RATE:               5.3663%
- ----------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>

- ---------------------------------------------------------------------------------------------------
                                ORIGINAL TERM TO MATURITY/ARD IN MONTHS
- ---------------------------------------------------------------------------------------------------
 RANGE OF ORIGINAL              NUMBER         PRINCIPAL         % OF          WA         WA UW
TERMS TO MATURITY/ARD         OF LOANS         BALANCE           IPB          LTV         DSCR
- ---------------------------------------------------------------------------------------------------

 >= 60                          11         $  174,244,607         8.0%        78.4%        1.40x
 61 - 84                        26            382,685,051        17.7         71.3%        1.68x
 85 - 120                       146         1,459,543,631        67.4         71.2%        1.54x
 121 - 180                       8            125,584,676         5.8         73.0%        1.38x
 181 - 240                       4             24,980,864         1.2         72.4%        1.32x
- ----------------------------------------------------------------------------------------------------
 TOTAL/WEIGHTED AVERAGE:        195        $2,167,038,831       100.0%        71.9%        1.54x
- ----------------------------------------------------------------------------------------------------
 WA ORIGINAL LOAN TERM:         110
- ----------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>

- ------------------------------------------------------------------------------------------------
                                      GEOGRAPHIC DISTRIBUTION
- ------------------------------------------------------------------------------------------------
                             NUMBER OF       PRINCIPAL        % OF        WA       WA UW
 GEOGRAPHIC LOCATION        PROPERTIES       BALANCE          IPB        LTV       DSCR
- ------------------------------------------------------------------------------------------------

 CALIFORNIA                    27        $  356,252,536       16.4%      72.2%      1.39x
   Southern California         20           278,792,772       12.9       71.8%      1.35x
   Northern California          7            77,459,764        3.6       73.6%      1.53x
 FLORIDA                       23           209,471,474        9.7       62.8%      2.46x
 VIRGINIA                      15           202,826,001        9.4       68.7%      1.78x
 TEXAS                         19           176,329,399        8.1       74.1%      1.35x
 NEW YORK                      11           164,025,640        7.6       73.9%      1.37x
 OHIO                           8           102,175,689        4.7       78.1%      1.34x
 NEW JERSEY                     9            95,600,000        4.4       78.2%      1.30x
 OTHER                         93           860,358,092       39.7       72.5%      1.44x
- ------------------------------------------------------------------------------------------------
 TOTAL/WEIGHTED AVERAGE:       205       $2,167,038,831      100.0%      71.9%    1.54X
- ------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>

- -------------------------------------------------------------------------------------------------
                          UNDERWRITTEN CASH FLOW DEBT SERVICE COVERAGE RATIOS
- -------------------------------------------------------------------------------------------------
                                NUMBER         PRINCIPAL         % OF          WA         WA UW
 RANGE OF UW DSCRS            OF LOANS         BALANCE           IPB          LTV         DSCR
- -------------------------------------------------------------------------------------------------

 1.10X - 1.19X(1)                3         $   11,631,845         0.5%       65.8%        1.14x
 1.20X - 1.29X                  64            801,717,539        37.0        77.4%        1.24x
 1.30X - 1.39X                  47            472,158,136        21.8        74.5%        1.36x
 1.40X - 1.49X                  29            203,487,025         9.4        72.3%        1.43x
 1.50X - 1.69X                  29            365,544,852        16.9        70.0%        1.58x
 1.70X - 1.99X                  16            130,667,984         6.0        65.6%        1.81x
 2.00X - 2.99X                   5             67,581,449         3.1        44.8%        2.65x
 3.00X - 3.61X                   2            114,250,000         5.3        52.3%        3.55x
- -------------------------------------------------------------------------------------------------
 TOTAL/WEIGHTED AVERAGE:        195        $2,167,038,831       100.0%       71.9%        1.54x
- -------------------------------------------------------------------------------------------------
 WA UW DSCR:                   1.54X
- -------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>

- -----------------------------------------------------------------------------------------------------
                            REMAINING TERMS TO MATURITY/ARD DATE IN MONTHS
- -----------------------------------------------------------------------------------------------------
RANGE OF REMAINING TERMS        NUMBER         PRINCIPAL         % OF          WA         WA UW
TO MATURITY/ARD                OF LOANS         BALANCE           IPB          LTV         DSCR
- -----------------------------------------------------------------------------------------------------

 55 - 60                          11        $  174,244,607         8.0%        78.4%       1.40x
 61 - 84                          26           382,685,051        17.7         71.3%       1.68x
 85 - 120                        146         1,459,543,631        67.4         71.2%       1.54x
 121 - 180                         8           125,584,676         5.8         73.0%       1.38x
 181 - 240                         4            24,980,864         1.2         72.4%       1.32x
- ----------------------------------------------------------------------------------------------------
 TOTAL/WEIGHTED AVERAGE:         195        $2,167,038,831       100.0%        71.9%       1.54x
- ----------------------------------------------------------------------------------------------------
 WA REMAINING TERM:              109
- ----------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>

- -------------------------------------------------------------------------------------------------------------------------
                                                 PROPERTY TYPE DISTRIBUTION
- -------------------------------------------------------------------------------------------------------------------------
                                                         NUMBER OF        PRINCIPAL         % OF         WA       WA UW
 PROPERTY TYPE               SUB PROPERTY TYPE          PROPERTIES         BALANCE          IPB         LTV       DSCR
- -------------------------------------------------------------------------------------------------------------------------

  RETAIL                     Anchored                      51         $  800,216,529        36.9%       74.8%      1.44x
                             Unanchored                    20            102,516,584         4.7        70.5%      1.35x
                             Shadow Anchored                9             75,571,187         3.5        75.3%      1.31x
                             Theatre                        1              6,500,000         0.3        65.0%      1.77x
                             SUBTOTAL                      81         $  984,804,300        45.4%       74.4%      1.42x
- -------------------------------------------------------------------------------------------------------------------------
  OFFICE                     Suburban                      47         $  430,224,932        19.9%       70.0%      1.45x
                             CBD                            6            169,286,169         7.8        65.0%      1.75x
                             SUBTOTAL                      53         $  599,511,101        27.7%       68.6%      1.54x
- -------------------------------------------------------------------------------------------------------------------------
  MULTIFAMILY                Garden                        36         $  280,347,098        12.9%       77.8%      1.29x
                             Mid/High Rise                  2             20,640,000         1.0        75.9%      1.23x
                             SUBTOTAL                      38         $  300,987,098        13.9%       77.6%      1.29x
- -------------------------------------------------------------------------------------------------------------------------
  HOTEL                      Full Service                   5         $  125,016,410         5.8%       55.3%      3.18x
- -------------------------------------------------------------------------------------------------------------------------
  INDUSTRIAL                 Flex                           8         $   58,924,543         2.7%       70.5%      1.57x
                             Warehouse/Distribution         3             19,226,865         0.9        70.4%      1.48x
                             SUBTOTAL                      11         $   78,151,409         3.6%       70.5%      1.55x
- -------------------------------------------------------------------------------------------------------------------------
  MIXED USE                  Mixed Use                      7         $   46,237,319         2.1%       71.1%      1.38x
- -------------------------------------------------------------------------------------------------------------------------
  SELF STORAGE               Self Storage                   8         $   26,360,753         1.2%       74.5%      1.42x
- -------------------------------------------------------------------------------------------------------------------------
  MANUFACTURED HOUSING       Manufactured Housing           2         $    5,970,441         0.3%       73.3%      1.45x
- -------------------------------------------------------------------------------------------------------------------------
  TOTAL/WEIGHTED AVERAGE:                                  205        $2,167,038,831       100.0%       71.9%      1.54x
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Loan Number 111 has an UW DSCR of 1.17x, but amortizes over 20 years.

     Loan Number 163 has an UW DSCR of 1.10x, and is secured by a fee interest
     leased to CVS until 12/31/29.

     Loan Number 170 has an UW DSCR of 1.14x, but fully amortizes over 10
     years.

                                    6 of 10
THE INFORMATION HEREIN WILL BE SUPERSEDED IN ITS ENTIRETY BY THE INFORMATION
CONTAINED IN THE FINAL PROSPECTUS SUPPLEMENT. THIS PAGE MUST BE ACCOMPANIED BY
A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR
SALES REPRESENTATIVE.


STRUCTURAL AND COLLATERAL TERM SHEET                         JPMCC 2005-CIBC12

- --------------------------------------------------------------------------------
                         MORTGAGE LOAN CHARACTERISTICS
- --------------------------------------------------------------------------------



<TABLE>

- ----------------------------------------------------------------------------------------------------
                             ORIGINAL AMORTIZATION TERM IN MONTHS(1)
- ----------------------------------------------------------------------------------------------------
RANGE OF ORIGINAL               NUMBER         PRINCIPAL         % OF          WA          WA UW
AMORTIZATION TERMS             OF LOANS         BALANCE           IPB          LTV         DSCR
- ----------------------------------------------------------------------------------------------------

 120 - 240                        10       $   51,614,896         3.1%        63.3%        1.39x
 241 - 300                        19          111,217,838         6.6         65.1%        1.53x
 301 - 330                         2           18,092,456         1.1         78.0%        1.21x
 331 - 360                       142        1,493,623,641        89.2         74.2%        1.35x
- ----------------------------------------------------------------------------------------------------
 TOTAL/WEIGHTED AVERAGE:         173       $1,674,548,831       100.0%        73.3%        1.36x
- ----------------------------------------------------------------------------------------------------
 WA ORIGINAL AMORT TERM:         351
- ----------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>

- -------------------------------------------------------------------------------------------------------
                                    LTV RATIOS AS OF THE CUT-OFF DATE
- -------------------------------------------------------------------------------------------------------
                                   NUMBER         PRINCIPAL         % OF          WA          WA UW
 RANGE OF CUT-OFF LTVS           OF LOANS         BALANCE           IPB          LTV         DSCR
- -------------------------------------------------------------------------------------------------------

 29.4% - 49.9%                    12          $   99,283,757         4.6%    44.3%            2.52x
 50.0% - 59.9%                    14             221,948,371        10.2     55.7%            2.47x
 60.0% - 64.9%                    12              76,632,621         3.5     61.6%            1.64x
 65.0% - 69.9%                    19             215,018,114         9.9     67.0%            1.48x
 70.0% - 74.9%                    32             321,940,236        14.9     72.9%            1.32x
 75.0% - 80.0%                   104           1,204,720,994        55.6     78.2%            1.36x
 80.1% - 88.3%                     2              27,494,737         1.3     84.1%            1.25x
- -------------------------------------------------------------------------------------------------------
 TOTAL/WEIGHTED AVERAGE:         195          $2,167,038,831       100.0%    71.9%            1.54x
- -------------------------------------------------------------------------------------------------------
 WA CUT-OFF DATE LTV RATIO:     71.9%
- -------------------------------------------------------------------------------------------------------
</TABLE>



<TABLE>

- --------------------------------------------------------------------------------------------------------
                                             AMORTIZATION TYPES
- --------------------------------------------------------------------------------------------------------
                                 NUMBER         PRINCIPAL          % OF         WA           WA UW
AMORTIZED TYPES                 OF LOANS         BALANCE            IPB         LTV          DSCR
- --------------------------------------------------------------------------------------------------------

 BALLOON LOANS
   Partial Interest-Only(4)      74        $1,029,320,275          47.5%        74.0%        1.34x
   Balloon(2,5)                  93           614,376,720          28.4         72.4%        1.41x
   Interest-Only                 22           492,490,000          22.7         67.3%        2.15x
- --------------------------------------------------------------------------------------------------------
 FULLY AMORTIZING                 6        $   30,851,836           1.4%        67.1%        1.31x
- --------------------------------------------------------------------------------------------------------
 TOTAL/WEIGHTED AVERAGE:         195       $2,167,038,831         100.0%        71.9%        1.54x
- --------------------------------------------------------------------------------------------------------
</TABLE>



<TABLE>

- ---------------------------------------------------------------------------------------------------------
                                       PARTIAL INTEREST-ONLY PERIODS
- ---------------------------------------------------------------------------------------------------------
PARTIAL INTEREST-ONLY           NUMBER OF         PRINCIPAL          % OF          WA         WA UW
PERIODS                          LOANS            BALANCE            IPB          LTV         DSCR
- ---------------------------------------------------------------------------------------------------------

 6 - 12                           10          $  144,398,403         14.0%        65.9%       1.51x
 13 - 24                          20             257,603,000         25.0         76.8%       1.30x
 25 - 36                          25             263,770,000         25.6         77.6%       1.26x
 37 - 48                          5               83,990,000          8.2         77.3%       1.27x
 49 - 60                          14             279,558,872         27.2         71.3%       1.38x
- ---------------------------------------------------------------------------------------------------------
 TOTAL/WEIGHTED AVERAGE:          74          $1,029,320,275        100.0%        74.0%       1.34x
- ---------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Excludes loans that are interest-only for the entire term.

(2)  Excludes the mortgage loans that pay interest-only for a portion of their
     term.

(3)  Excludes the fully amortizing mortgage loans.

(4)  Includes 1 partial interest-only ARD loan representing approximately 1.0%
     of the aggregate principal balance of the pool of mortgage loans as of the
     cut-off date.

(5)  Includes 4 amortizing ARD loans representing approximately 1.9% of the
     aggregate principal balance of the pool of mortgage loans as of the cut-off
     date.

(6)  Range of Years Built/Renovated references the earlier of the year built or
     with respect to renovated properties the year of the most recent renovation
     date with respect to each mortgaged property.




<TABLE>

- ----------------------------------------------------------------------------------------------------
                             REMAINING AMORTIZATION TERM IN MONTHS(1)
- ----------------------------------------------------------------------------------------------------
REMAINING AMORTIZATION          NUMBER         PRINCIPAL         % OF           WA          WA UW
TERMS                          OF LOANS         BALANCE           IPB           LTV         DSCR
- ----------------------------------------------------------------------------------------------------

 119 - 240                        10        $   51,614,896         3.1%        63.3%        1.39x
 241 - 300                        19           111,217,838         6.6         65.1%        1.53x
 301 - 330                         2            18,092,456         1.1         78.0%        1.21x
 331 - 360                       142         1,493,623,641        89.2         74.2%        1.35x
- ----------------------------------------------------------------------------------------------------
 TOTAL/WEIGHTED AVERAGE:         173        $1,674,548,831       100.0%        73.3%        1.36x
- ----------------------------------------------------------------------------------------------------
 WA REMAINING AMORT TERM:        351
- ----------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>

- ----------------------------------------------------------------------------------------------------
                             LTV RATIOS AS OF THE MATURITY/ARD DATE(3)
- ----------------------------------------------------------------------------------------------------
RANGE OF MATURITY/ARD          NUMBER         PRINCIPAL         % OF          WA         WA UW
LTVS                          OF LOANS         BALANCE           IPB          LTV         DSCR
- ----------------------------------------------------------------------------------------------------

 24.6% - 29.9%                   1         $    4,994,579         0.2%    29.4%            1.56x
 30.0% - 49.9%                  23            151,758,260         7.1     51.5%            2.21x
 50.0% - 59.9%                  37            489,493,896        22.9     63.1%            1.92x
 60.0% - 69.9%                  75            717,625,865        33.6     75.8%            1.31x
 70.0% - 80.0%                  53            772,314,396        36.2     78.4%            1.39x
- ----------------------------------------------------------------------------------------------------
 TOTAL/WEIGHTED AVERAGE:        189        $2,136,186,995       100.0%    72.0%            1.54x
- ----------------------------------------------------------------------------------------------------
 WA LTV RATIO AT MATURITY/ARD
 DATE:                         64.6%
- ----------------------------------------------------------------------------------------------------
</TABLE>




<TABLE>

- ------------------------------------------------------------------------------------------------------
                                       YEAR BUILT/RENOVATED(6)
- ------------------------------------------------------------------------------------------------------
RANGE OF YEARS                 NUMBER OF         PRINCIPAL          % OF          WA          WA UW
BUILT/RENOVATED                PROPERTIES         BALANCE            IPB          LTV         DSCR
- ------------------------------------------------------------------------------------------------------

 1944 - 1959                       3          $   29,250,000          1.3%        77.3%        1.45x
 1960 - 1969                       2               8,309,169          0.4         75.5%        1.26x
 1970 - 1979                      10             156,471,048          7.2         75.6%        1.36x
 1980 - 1989                      39             286,125,292         13.2         76.0%        1.39x
 1990 - 1999                      58             705,883,430         32.6         70.1%        1.62x
 2000 - 2004                      79             782,461,298         36.1         70.4%        1.62x
 2005                             14             198,538,593          9.2         74.8%        1.33x
- ------------------------------------------------------------------------------------------------------
 TOTAL/WEIGHTED AVERAGE:         205          $2,167,038,831        100.0%        71.9%        1.54x
- ------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>

- --------------------------------------------------------------------------------------------------------
                                          PREPAYMENT PROTECTION
- --------------------------------------------------------------------------------------------------------
                                     NUMBER         PRINCIPAL          % OF          WA           WA UW
 PREPAYMENT PROTECTION             OF LOANS         BALANCE            IPB          LTV          DSCR
- --------------------------------------------------------------------------------------------------------

 DEFEASANCE                          168        $1,883,892,494         86.9%        71.6%        1.54x
 DEFEASANCE/YIELD MAINTENANCE         13           187,180,000          8.6         74.8%        1.64x
 YIELD MAINTENANCE                    14            95,966,336          4.4         72.5%        1.40x
- --------------------------------------------------------------------------------------------------------
 TOTAL/WEIGHTED AVERAGE:             195        $2,167,038,831        100.0%        71.9%        1.54x
- --------------------------------------------------------------------------------------------------------
</TABLE>


                                    7 of 10
THE INFORMATION HEREIN WILL BE SUPERSEDED IN ITS ENTIRETY BY THE INFORMATION
CONTAINED IN THE FINAL PROSPECTUS SUPPLEMENT. THIS PAGE MUST BE ACCOMPANIED BY
A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR
SALES REPRESENTATIVE.



STRUCTURAL AND COLLATERAL TERM SHEET                         JPMCC 2005-CIBC12

- -------------------------------------------------------------------------------
                           TOP SPONSOR CONCENTRATIONS
- -------------------------------------------------------------------------------


<TABLE>


REGENCY PORTFOLIO
- -----------------
- --------------------------------------------------------------------------
  LOAN
  NO.1   LOAN NAME                                  CITY            STATE
- --------------------------------------------------------------------------

  19    Regency- Riverside Square & River's Edge   Chicago        IL
  21    Regency- Bayhill Shopping Center           San Bruno      CA
  28    Regency- Ygnacio Plaza                     Walnut Creek   CA
  35    Regency- Bowie Plaza                       Bowie          MD
  36    Regency- Parkville Shopping Center         Parkville      MD
  40    Regency- Aurora Marketplace                Edmonds        WA
  42    Regency- Kings Park Shopping Center        Springfield    VA
  53    Regency- Riverview Plaza                   Chicago        IL
  58    Regency- Twin Oaks Shopping Center         Agoura Hills   CA
  72    Regency- Silverado Plaza                   Napa           CA
  80    Regency- Northway Shopping Center          Millersville   MD
  91    Regency- Whitnall Square Shopping Center   St. Francis    WI
  182   Regency- 601 King Street                   Alexandria     VA
- ---------------------------------------------------------------------------
        TOTAL/WEIGHTED AVERAGE:




- ------------------------------------------------------------------------------------
          CUT-OFF DATE
  LOAN     PRINCIPAL      % OF       SQUARE        UW      CUT-OFF DATE    PROPERTY
  NO.(1)    BALANCE       IPB        FEET        DSCR       LTV RATIO        TYPE
- ------------------------------------------------------------------------------------

  19     $ 21,290,000      1.0%     169,437       1.71x        75.5%       Retail
  21       21,140,000      1.0      121,846       1.67x        75.5%       Retail
  28       18,920,000      0.9      109,429       1.56x        70.1%       Retail
  35       17,440,000      0.8      104,037       1.62x        75.5%       Retail
  36       17,210,000      0.8      162,433       1.67x        75.5%       Retail
  40       16,160,000      0.7      106,921       1.66x        75.5%       Retail
  42       15,480,000      0.7       77,202       1.58x        75.5%       Retail
  53       14,160,000      0.7      139,262       1.66x        75.5%       Retail
  58       13,740,000      0.6       98,399       1.59x        75.5%       Retail
  72       10,910,000      0.5       84,916       1.56x        75.2%       Retail
  80       10,190,000      0.5       98,016       1.81x        75.5%       Retail
  91        8,050,000      0.4      133,301       1.56x        71.2%       Retail
  182       2,490,000      0.1        8,349       1.58x        75.5%       Mixed Use
- ------------------------------------------------------------------------------------
         $187,180,000      8.6%   1,413,548     1.64X          74.8%
- ------------------------------------------------------------------------------------
</TABLE>


<TABLE>


LEXINGTON PORTFOLIO
- -------------------
- --------------------------------------------------------------------------
  LOAN
  NO.(1) LOAN NAME                             CITY             STATE
- --------------------------------------------------------------------------

  4     LXP- ISS                              Atlanta            GA
  26    LXP-Capital One - Building One        Glen Allen         VA
  33    LXP-IKON                              Houston            TX
  48    LXP-AT&T                              Oklahoma City      OK
  52    LXP-The Dial Corporation              Scottsdale         AZ
  61    LXP-Kerr McGee                        Houston            TX
  66    LXP-LA Media Tech Center Building 5   Los Angeles        CA
  83    LXP-Allstate Insurance Company        Indianapolis       IN
  96    LXP-Metris                            Tulsa              OK
  110   LXP-Principal Life Insurance          Clive              IA
- --------------------------------------------------------------------------
        TOTAL/WEIGHTED AVERAGE:
- ---------------------------------------------------------------------------




- ------------------------------------------------------------------------------------
           CUT-OFF DATE
  LOAN      PRINCIPAL      % OF       SQUARE       UW      CUT-OFF DATE    PROPERTY
  NO.(1)    BALANCE        IPB        FEET        DSCR       LTV RATIO       TYPE
- ------------------------------------------------------------------------------------

  4      $ 45,237,981      2.1%     289,000       1.39x        59.1%       Office
  26       19,800,000      0.9      225,200       1.75x        60.2%       Office
  33       17,659,524      0.8      157,790       1.52x        66.0%       Office
  48       14,748,872      0.7      128,500       1.52x        68.8%       Office
  52       14,170,000      0.7      129,689       1.29x        65.0%       Office
  61       13,254,334      0.6      101,111       1.54x        68.9%       Office
  66       11,500,000      0.5       83,252       1.87x        62.2%       Office
  83        9,638,469      0.4       89,956       1.49x        66.0%       Office
  96        7,688,095      0.4      101,100       2.05x        58.7%       Office
  110       5,920,000      0.3       61,180       1.78x        63.7%       Office
- -------------------------------------------------------------------------------------
         $159,617,275      7.4%   1,366,778       1.55X        63.0%
- -------------------------------------------------------------------------------------
</TABLE>

(1)  As shown in Annex A-1 of the prospectus supplement.



                                    8 of 10
THE INFORMATION HEREIN WILL BE SUPERSEDED IN ITS ENTIRETY BY THE INFORMATION
CONTAINED IN THE FINAL PROSPECTUS SUPPLEMENT. THIS PAGE MUST BE ACCOMPANIED BY
A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR
SALES REPRESENTATIVE.





STRUCTURAL AND COLLATERAL TERM SHEET                         JPMCC 2005-CIBC12

- --------------------------------------------------------------------------------
                             TOP 15 MORTGAGE LOANS
- --------------------------------------------------------------------------------

<TABLE>

- --------------------------------------------------------------------------------
 LOAN      LOAN NAME                                 CUT-OFF DATE     % OF
SELLER(1) (LOCATION)                                   BALANCE        IPB
- --------------------------------------------------------------------------------

 JPMCB    Universal Hotel Portfolio                $100,000,000    4.6%
          (Orlando, FL)
 CIBC     40 Rector Street                         $ 80,000,000    3.7%
          (New York, NY)
 JPMCB    Promenade at Westlake                    $ 70,000,000    3.2%
          (Thousand Oaks, CA)
 JPMCB    LXP-ISS                                  $ 45,237,981    2.1%
          (Atlanta, GA)
 JPMCB    4250 North Fairfax Drive                 $ 45,000,000    2.1%
          (Arlington, VA)
- --------------------------------------------------------------------------------
 CIBC     Fort Steuben Mall                        $ 42,750,000    2.0%
          (Steubenville, OH)
 JPMCB    South Brunswick Square                   $ 36,750,000    1.7%
          (South Brunswick, NJ)
 JPMCB    Hacienda Shopping Center                 $ 30,800,000    1.4%
          (Hacienda Heights, CA)
 CIBC     Stirling Covington Center                $ 29,950,962    1.4%
          (Covington, LA)
 JPMCB    The Shoppes at Susquehanna Marketplace   $ 29,600,000    1.4%
          (Harrisburg, PA)
- --------------------------------------------------------------------------------
 CIBC     Discovery Channel Building               $ 28,200,000    1.3%
          (Silver Spring, MD)
 JPMCB    Timber Links Apartments                  $ 26,000,000    1.2%
          (Denton, TX)
 CIBC     450 North Roxbury Drive                  $ 25,600,000    1.2%
          (Beverly Hills, CA)
 CIBC     Metro Towne Center                       $ 25,000,000    1.2%
          (Phoenix, AZ)
 JPMCB    Beltway Business Center                  $ 24,000,000    1.1%
          (Alexandria, VA)
- --------------------------------------------------------------------------------



- --------------------------------------------------------------------------------
 LOAN               UNIT OF      LOAN PER      UW    CUT-OFF LTV   PROPERTY
SELLER(1)  UNITS    MEASURE        UNIT       DSCR     RATIO         TYPE
- --------------------------------------------------------------------------------

 JPMCB      2,400     Rooms   $ 166,667(2)   3.61x(2)    52.8%(2)    Hotel
 CIBC     440,127      SF     $     182      1.29x       79.2%       Office
 JPMCB    201,572      SF     $     347      1.24x       74.5%       Retail
 JPMCB    289,000      SF     $     157      1.39x       59.1%       Office
 JPMCB    304,500      SF     $     148      2.86x       41.7%       Office
- --------------------------------------------------------------------------------
 CIBC     685,585      SF     $      62      1.39x       77.7%       Retail
 JPMCB    142,840      SF     $     257      1.20x       79.7%       Retail
 JPMCB    122,403      SF     $     252      1.20x       73.3%       Retail
 CIBC     391,218      SF     $      77      1.50x       66.6%       Retail
 JPMCB    109,852      SF     $     269      1.21x       79.4%       Retail
- --------------------------------------------------------------------------------
 CIBC     148,530      SF     $     190      1.45x       65.4%       Office
 JPMCB        480     Units   $  54,167      1.21x       80.0%     Multifamily
 CIBC     102,131      SF     $     251      1.58x       58.9%        Office
 CIBC     140,056      SF     $     179      1.27x       79.7%        Retail
 JPMCB    273,243      SF     $      88      1.37x       80.0%      Industrial
- --------------------------------------------------------------------------------
</TABLE>


<TABLE>
- -----------------------------------------------------------------------------------------------------------------

         TOP 5 TOTAL/WEIGHTED AVERAGE:     $340,237,981   15.7%                             2.18x          62.8%
         TOP 10 TOTAL/WEIGHTED AVERAGE:    $510,088,943   23.5%                             1.89x          67.1%
         TOP 15 TOTAL/WEIGHTED AVERAGE:    $638,888,943   29.5%                             1.79x          68.2%
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  "JPMCB" = JPMorgan Chase Bank, N.A.; "CIBC" = CIBC Inc.;

(2)  Calculated based on the total A-Note amount of $400,000,000. The
     $100,000,000 A-4 note is included in the trust.



                                    9 of 10
THE INFORMATION HEREIN WILL BE SUPERSEDED IN ITS ENTIRETY BY THE INFORMATION
CONTAINED IN THE FINAL PROSPECTUS SUPPLEMENT. THIS PAGE MUST BE ACCOMPANIED BY
A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR
SALES REPRESENTATIVE.












STRUCTURAL AND COLLATERAL TERM SHEET                         JPMCC 2005-CIBC12

- --------------------------------------------------------------------------------
                            PARI PASSU LOAN SUMMARY
- --------------------------------------------------------------------------------

<TABLE>

- -----------------------------------------------------------------------------------------------------------------------------------
LOAN                            A-NOTE BALANCES                                                                    B-NOTE BALANCE
NO.       PROPERTY NAME        AS OF CUT-OFF DATE       TRANSACTION       SERVICER      SPECIAL SERVICER         AS OF CUT-OFF DATE
- -----------------------------------------------------------------------------------------------------------------------------------

  1  Universal Hotel Portfolio    $100,000,000        JPMCC 2005-CIBC12     GMAC     J.E. Robert Company, Inc.       $50,000,000(1)
                                  $100,000,000             TBD
                                  $ 95,000,000             TBD
                                  $ 80,000,000             TBD
                                  $ 25,000,000             TBD
- ----------------------------------------------------------------------------------------------------------------------------------
 </TABLE>

(1)  B-Note will be deposited into the JPMCC 2005-CIBC12 securitization and sold
     as non-pooled certificates







                                    10 of 10
THE INFORMATION HEREIN WILL BE SUPERSEDED IN ITS ENTIRETY BY THE INFORMATION
CONTAINED IN THE FINAL PROSPECTUS SUPPLEMENT. THIS PAGE MUST BE ACCOMPANIED BY
A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR
SALES REPRESENTATIVE.

                                                                        ANNEX C


                      FORM OF REPORT TO CERTIFICATEHOLDERS

                                   Annex C-1


                      [THIS PAGE INTENTIONALLY LEFT BLANK]




<TABLE>



ABN AMRO                                            J.P. MORGAN CHASE                 Statement Date:  8/12/2005
LaSalle Bank N.A.                         COMMERCIAL MORTGAGE SECURITIES CORP.        Payment Date:    8/12/2005
135 S. LaSalle Street Suite 1625      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES   Prior Payment:         N/A
Chicago, IL 60603                                    SERIES 2005-CIBC12               Next Payment:    9/12/2005
                                                                                      Record Date:     7/29/2005

                                                 ABN AMRO ACCT: XX-XXXX-XX-X
                                                                                                        Analyst:
Administrator:
                                        REPORTING PACKAGE TABLE OF CONTENTS


================================================================================

      Issue Id:                                                  JPCIBC12
      Monthly Data File Name:                       JPCIBC12_YYYYMM_3.zip

================================================================================


================================================================================

                                                                         Page(s)
                                                                         -------
      Statements to Certificateholders
      Bond Interest Reconciliation
      Cash Reconciliation Summary
      15 Month Historical Loan Status Summary
      15 Month Historical Payoff/Loss Summary
      Historical Collateral Level Prepayment Report
      Delinquent Loan Detail
      Loan Level Detail
      Specially Serviced Report
      Modified Loan Detail
      Realized Loss Detail
      Appraisal Reduction Detail

================================================================================


================================================================================

      Closing Date:                                             7/29/2005
      First Payment Date:                                       8/12/2005
      Assumed Final Distribution Date:                          9/12/2037

================================================================================


================================================================================

                           CONTACT INFORMATION
- --------------------------------------------------------------------------------
        DEPOSITOR: J.P. Morgan Chase Commercial Mortgage Securities Corp.
       UNDERWRITERS: J.P. Morgan Securities Inc., CIBC World Markets Corp.
                         and Banc of America Securities LLC
              MASTER SERVICER: GMAC Commercial Mortgage Corporation
                     SPECIAL SERVICER: J.E. Robert Company, Inc.
          RATING AGENCY: Moody's Investors Service, Inc. and Fitch Inc.

================================================================================


================================================================================

       INFORMATION IS AVAILABLE FOR THIS ISSUE FROM THE FOLLOWING SOURCES
- --------------------------------------------------------------------------------
      LaSalle Web Site                                   www.etrustee.net
      Servicer Website
      LaSalle Factor Line                                  (800) 246-5761

================================================================================

07/06/2005 - 08:43 (MXXX-MXXX) (C) 2005 LaSalle Bank N.A.
</TABLE>


<TABLE>


ABN AMRO                                            J.P. MORGAN CHASE                 Statement Date:  8/12/2005
LaSalle Bank N.A.                         COMMERCIAL MORTGAGE SECURITIES CORP.        Payment Date:    8/12/2005
                                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES   Prior Payment:         N/A
                                                     SERIES 2005-CIBC12               Next Payment:    9/12/2005
                                                                                      Record Date:     7/29/2005

WAC:
WA Life Term:
WA Amort Term:                                 ABN AMRO ACCT: XX-XXXX-XX-X
Current Index:
Net Index:


====================================================================================================================================
            ORIGINAL      OPENING     PRINCIPAL   PRINCIPAL      NEGATIVE     CLOSING      INTEREST     INTEREST     PASS-THROUGH
CLASS     FACE VALUE(1)   BALANCE      PAYMENT   ADJ. OR LOSS  AMORTIZATION   BALANCE       PAYMENT     ADJUSTMENT       RATE (2)
CUSIP      Per 1,000     Per 1,000    Per 1,000    Per 1,000     Per 1,000    Per 1,000    Per 1,000    Per 1,000    Next Rate (3)
- ------------------------------------------------------------------------------------------------------------------------------------


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

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

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

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

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

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

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

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

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

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

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

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

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

- ------------------------------------------------------------------------------------------------------------------------------------
             0.00         0.00         0.00          0.00         0.00         0.00         0.00          0.00
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                      Total P&I Payment   0.00
====================================================================================================================================


Notes: (1) N denotes notional balance not included in total
(2) Interest Paid minus Interest Adjustment minus Deferred Interest equals Accrual
(3) Estimated

07/06/2005 - 08:43 (MXXX-MXXX) (C) 2005 LaSalle Bank N.A.
</TABLE>


<TABLE>


ABN AMRO                                            J.P. MORGAN CHASE                 Statement Date:  8/12/2005
LaSalle Bank N.A.                         COMMERCIAL MORTGAGE SECURITIES CORP.        Payment Date:    8/12/2005
                                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES   Prior Payment:         N/A
                                                     SERIES 2005-CIBC12               Next Payment:    9/12/2005
                                                                                      Record Date:     7/29/2005

                                                 ABN AMRO ACCT: XX-XXXX-XX-X

                                            BOND INTEREST RECONCILIATION

========================================================================================================================
                                                         Deductions                           Additions
                                    ------------------------------------------  ----------------------------------------
            Accrual       Accrued                Add.     Deferred &               Prior       Prepay-        Other
        -------------   Certificate Allocable   Trust    Accretion   Interest   Int. Short-     ment         Interest
Class   Method   Days    Interest     PPIS    Expense(1)  Interest    Losses     falls Due    Penalties     Proceeds (2)
- ------------------------------------------------------------------------------------------------------------------------


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

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

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

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

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

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

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

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

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

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

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

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

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

- ------------------------------------------------------------------------------------------------------------------------
                          0.00      0.00        0.00      0.00        0.00         0.00         0.00          0.00
========================================================================================================================


====================================================================================================================
                                                   Remaining
                  Distributable     Interest      Outstanding       Credit Support
                   Certificate      Payment        Interest      --------------------
Class               Interest         Amount       Shortfalls     Original   Current (3)
- --------------------------------------------------------------------------------------------------------------------


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

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

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

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

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

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

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

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

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

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

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

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

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

- --------------------------------------------------------------------------------------------------------------------
                       0.00            0.00           0.00
====================================================================================================================

(1) Additional Trust Expenses are fees allocated directly to the bond resulting in a deduction to accrued interest and not carried
    as an outstanding shortfall.

(2) Other Interest Proceeds include default interest, PPIE and Recoveries of Interest.

(3) Determined as follows: (A) the ending balance of all the classes less (B) the sum of (i) the ending balance of the class and
    (ii) the ending balance of all classes which are not subordinate to the class divided by (A).


07/06/2005 - 08:43 (MXXX-MXXX) (C) 2005 LaSalle Bank N.A.
</TABLE>


<TABLE>


ABN AMRO                                            J.P. MORGAN CHASE                 Statement Date:  8/12/2005
LaSalle Bank N.A.                         COMMERCIAL MORTGAGE SECURITIES CORP.        Payment Date:    8/12/2005
                                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES   Prior Payment:         N/A
                                                     SERIES 2005-CIBC12               Next Payment:    9/12/2005
                                                                                      Record Date:     7/29/2005

                                                 ABN AMRO ACCT: XX-XXXX-XX-X

                                              CASH RECONCILIATION SUMMARY

================================================================================
      ------------------------------------------------------------------
                                INTEREST SUMMARY
      ------------------------------------------------------------------
      Current Scheduled Interest
      Less Deferred Interest
      Plus Advance Interest
      Plus Unscheduled Interest
      PPIS Reducing Scheduled Interest
      Less Total Fees Paid To Servicer
      Plus Fees Advanced for PPIS
      Less Fee Strips Paid by Servicer
      Less Misc. Fees & Expenses
      Less Non Recoverable Advances
      ------------------------------------------------------------------
      Interest Due Trust
      ------------------------------------------------------------------
      Less Trustee Fee
      Less Fee Strips Paid by Trust
      Less Misc. Fees Paid by Trust
      ------------------------------------------------------------------
      Remittance Interest
      ------------------------------------------------------------------

      ------------------------------------------------------------------
                            SERVICING FEE SUMMARY
      ------------------------------------------------------------------
      Current Servicing Fees
      Plus Fees Advanced for PPIS
      Less Reduction for PPIS
      Plus Unscheduled Servicing Fees
      ------------------------------------------------------------------
      Total Servicing Fees Paid
      ------------------------------------------------------------------

      ------------------------------------------------------------------
      PPIS SUMMARY
      ------------------------------------------------------------------
      Gross PPIS
      Reduced by PPIE
      Reduced by Shortfalls in Fees
      Reduced by Other Amounts
      ------------------------------------------------------------------
      PPIS Reducing Scheduled Interest
      ------------------------------------------------------------------
      PPIS Reducing Servicing Fee
      ------------------------------------------------------------------
      PPIS Due Certificate
      ------------------------------------------------------------------

      ------------------------------------------------------------------
                               PRINCIPAL SUMMARY
      ------------------------------------------------------------------
      SCHEDULED PRINCIPAL:
      --------------------
      Current Scheduled Principal
      Advanced Scheduled Principal
      ------------------------------------------------------------------
      Scheduled Principal Distribution
      ------------------------------------------------------------------
      UNSCHEDULED PRINCIPAL:
      ----------------------
      Curtailments
      Prepayment in Full
      Liquidation Proceeds
      Repurchase Proceeds
      Other Principal Proceeds
      ------------------------------------------------------------------
      Unscheduled Principal Distribution
      ------------------------------------------------------------------
      Remittance Principal
      ------------------------------------------------------------------

      ------------------------------------------------------------------
      Servicer Wire Amount
      ------------------------------------------------------------------

      ------------------------------------------------------------------
                              POOL BALANCE SUMMARY
      ------------------------------------------------------------------
                                             Balance           Count
      ------------------------------------------------------------------
      Beginning Pool
      Scheduled Principal Distribution
      Unscheduled Principal Distribution
      Deferred Interest
      Liquidations
      Repurchases
      Ending Pool
      ------------------------------------------------------------------

      ---------------------------------------------------------------------------------------------------------
                                                        ADVANCES
                                                        --------
      ---------------------------------------------------------------------------------------------------------
         PRIOR OUTSTANDING            CURRENT PERIOD                RECOVERED              ENDING OUTSTANDING
      Principal      Interest    Principal      Interest     Principal      Interest    Principal      Interest
      ---------------------------------------------------------------------------------------------------------



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

================================================================================

07/06/2005 - 08:43 (MXXX-MXXX) (C) 2005 LaSalle Bank N.A.
</TABLE>


<TABLE>


ABN AMRO                                            J.P. MORGAN CHASE                 Statement Date:  8/12/2005
LaSalle Bank N.A.                         COMMERCIAL MORTGAGE SECURITIES CORP.        Payment Date:    8/12/2005
                                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES   Prior Payment:         N/A
                                                     SERIES 2005-CIBC12               Next Payment:    9/12/2005
                                                                                      Record Date:     7/29/2005

                                                 ABN AMRO ACCT: XX-XXXX-XX-X

                           ASSET BACKED FACTS ~ 15 MONTH HISTORICAL LOAN STATUS SUMMARY

====================================================================================================================================
                                 Delinquency Aging Categories                                  Special Event Categories (1)
             -----------------------------------------------------------------------  ----------------------------------------------
             Delinq 1 Month  Delinq 2 Months  Delinq 3+ Months  Foreclosure    REO    Modifications  Specially Serviced  Bankruptcy
Distribution -----------------------------------------------------------------------  ----------------------------------------------
   Date      #    Balance    #    Balance     #    Balance    #   Balance  # Balance   #   Balance       #    Balance     #  Balance
- ------------------------------------------------------------------------------------  ----------------------------------------------

08/12/05
- ------------------------------------------------------------------------------------  ----------------------------------------------
















====================================================================================================================================

(1) Note: Modification, Specially Serviced & Bankruptcy Totals are included in
    the Appropriate Delinquency Aging Category

07/06/2005 - 08:43 (MXXX-MXXX) (C) 2005 LaSalle Bank N.A.
</TABLE>


<TABLE>


ABN AMRO                                            J.P. MORGAN CHASE                 Statement Date:  8/12/2005
LaSalle Bank N.A.                         COMMERCIAL MORTGAGE SECURITIES CORP.        Payment Date:    8/12/2005
                                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES   Prior Payment:         N/A
                                                     SERIES 2005-CIBC12               Next Payment:    9/12/2005
                                                                                      Record Date:     7/29/2005

                                                 ABN AMRO ACCT: XX-XXXX-XX-X

                              ASSET BACKED FACTS ~ 15 MONTH HISTORICAL PAYOFF/LOSS SUMMARY

====================================================================================================================================
                Ending                              Appraisal                     Realized       Remaining          Curr
               Pool (1)    Payoffs (2)  Penalties   Reduct. (2)  Liquidations (2)  Losses(2)       Term          Weighted Avg.
Distribution --------------------------------------------------------------------------------  -------------------------------------
   Date      #   Balance   #   Balance  #  Amount   #   Balance   #    Balance    #   Amount   Life   Amort.     Coupon   Remit
- ---------------------------------------------------------------------------------------------  -------------------------------------

08/12/05
- ---------------------------------------------------------------------------------------------  -------------------------------------
















====================================================================================================================================

(1) Percentage based on pool as of cutoff.
(2) Percentage based on pool as of beginning of period.

07/06/2005 - 08:43 (MXXX-MXXX) (C) 2005 LaSalle Bank N.A.
</TABLE>


<TABLE>


ABN AMRO                                            J.P. MORGAN CHASE                 Statement Date:  8/12/2005
LaSalle Bank N.A.                         COMMERCIAL MORTGAGE SECURITIES CORP.        Payment Date:    8/12/2005
                                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES   Prior Payment:         N/A
                                                     SERIES 2005-CIBC12               Next Payment:    9/12/2005
                                                                                      Record Date:     7/29/2005

                                                 ABN AMRO ACCT: XX-XXXX-XX-X

                                    HISTORICAL COLLATERAL LEVEL PREPAYMENT REPORT

====================================================================================================================================
Disclosure  Distribution  Initial                    Payoff    Penalty    Prepayment    Maturity        Property
Control #      Date       Balance        Code        Amount    Amount        Date         Date            Type           State
- ------------------------------------------------------------------------------------------------------------------------------------













====================================================================================================================================
                          CUMULATIVE                     0        0
====================================================================================================================================



=============================================
              Remaining Term
              ----------------        Note
DSCR          Life      Amort.        Rate
- ---------------------------------------------













=============================================



07/06/2005 - 08:43 (MXXX-MXXX) (C) 2005 LaSalle Bank N.A.
</TABLE>


<TABLE>


ABN AMRO                                            J.P. MORGAN CHASE                 Statement Date:  8/12/2005
LaSalle Bank N.A.                         COMMERCIAL MORTGAGE SECURITIES CORP.        Payment Date:    8/12/2005
                                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES   Prior Payment:         N/A
                                                     SERIES 2005-CIBC12               Next Payment:    9/12/2005
                                                                                      Record Date:     7/29/2005

                                                 ABN AMRO ACCT: XX-XXXX-XX-X

                                                DELINQUENT LOAN DETAIL

====================================================================================================================================
                      Paid                Outstanding  Out. Property                   Special
Disclosure            Thru   Current P&I      P&I       Protection       Advance       Servicer    Foreclosure   Bankruptcy  REO
Control #    Doc      Date     Advance     Advances**    Advances   Description (1)  Transfer Date     Date         Date     Date
- ------------------------------------------------------------------------------------------------------------------------------------













====================================================================================================================================
A. P&I Advance - Loan in Grace Period                    1. P&I Advance - Loan delinquent 1 month
B. P&I Advance - Late Payment but < one month delinq     2. P&I Advance - Loan delinquent 2 months
                                                         3. P&I Advnace - Loan delinquent 3 months or More
                                                         4. Matured Balloon/Assumed Scheduled Payment
====================================================================================================================================
** Outstanding P&I Advances include the current period P&I Advance

07/06/2005 - 08:43 (MXXX-MXXX) (C) 2005 LaSalle Bank N.A.
</TABLE>


<TABLE>


ABN AMRO                                            J.P. MORGAN CHASE                 Statement Date:  8/12/2005
LaSalle Bank N.A.                         COMMERCIAL MORTGAGE SECURITIES CORP.        Payment Date:    8/12/2005
                                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES   Prior Payment:         N/A
                                                     SERIES 2005-CIBC12               Next Payment:    9/12/2005
                                                                                      Record Date:     7/29/2005

                                                 ABN AMRO ACCT: XX-XXXX-XX-X

                                             MORTGAGE LOAN CHARACTERISTICS

====================================================================================================================================

              DISTRIBUTION OF PRINCIPAL BALANCES                                  DISTRIBUTION OF MORTGAGE INTEREST RATES
=================================================================  =================================================================
                                                Weighted Average                                                  Weighted Average
Current Scheduled   # of   Scheduled   % of    ------------------  Current Mortgage   # of   Scheduled   % of    ------------------
    Balances        Loans   Balance   Balance  Term  Coupon  DSCR   Interest Rate     Loans   Balance   Balance  Term  Coupon  DSCR
=================================================================  =================================================================










                                                                   =================================================================
                                                                                        0        0       0.00%
                                                                   =================================================================
                                                                   Minimum Mortgage Interest Rate 10.0000%
                                                                   Maximum Mortgage Interest Rate 10.0000%

=================================================================
                      0        0       0.00%
=================================================================
Average Scheduled Balance                                                        DISTRIBUTION OF REMAINING TERM (BALLOON)
Maximum Scheduled Balance                                          =================================================================
Minimum Scheduled Balance                                                                                         Weighted Average
                                                                   Balloon          # of   Scheduled   % of     --------------------
                                                                   Mortgage Loans  Loans    Balance   Balance   Term   Coupon   DSCR
       DISTRIBUTION OF REMAINING TERM (FULLY AMORTIZING)           =================================================================
=================================================================  0 to 60
                                               Weighted Average    61 to 120
Fully Amortizing   # of   Scheduled   % of    ------------------   121 to 180
 Mortgage Loans   Loans    Balance   Balance  Term  Coupon  DSCR   181 to 240
=================================================================  241 to 360



=================================================================  =================================================================
                  0         0       0.00%                                            0         0       0.00%
=================================================================  =================================================================
                         Minimum Remaining Term                    Minimum Remaining Term 0
                         Maximum Remaining Term                    Maximum Remaining Term 0


07/06/2005 - 08:43 (MXXX-MXXX) (C) 2005 LaSalle Bank N.A.
</TABLE>


<TABLE>


ABN AMRO                                            J.P. MORGAN CHASE                 Statement Date:  8/12/2005
LaSalle Bank N.A.                         COMMERCIAL MORTGAGE SECURITIES CORP.        Payment Date:    8/12/2005
                                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES   Prior Payment:         N/A
                                                     SERIES 2005-CIBC12               Next Payment:    9/12/2005
                                                                                      Record Date:     7/29/2005

                                                 ABN AMRO ACCT: XX-XXXX-XX-X

                                             MORTGAGE LOAN CHARACTERISTICS

====================================================================================================================================

                 DISTRIBUTION OF DSCR (CURRENT)                                          GEOGRAPHIC DISTRIBUTION
 ===========================================================       ================================================================
 Debt Service     # of   Scheduled    % of                                               # of   Scheduled   % of
 Coverage Ratio   Loans   Balance   Balance  WAMM  WAC  DSCR       State                 Loans   Balance   Balance  WAMM  WAC  DSCR
 ===========================================================       ================================================================










 ===========================================================
                    0        0       0.00%
 ===========================================================
 Maximum DSCR 0.000
 Minimum DSCR 0.000

                 DISTRIBUTION OF DSCR (CUTOFF)
 ===========================================================
 Debt Service     # of   Scheduled    % of
 Coverage Ratio   Loans   Balance   Balance  WAMM  WAC  DSCR
 ===========================================================









 ===========================================================       ================================================================
                    0        0       0.00%                                                 0                0.00%
 ===========================================================       ================================================================
 Maximum DSCR 0.00
 Minimum DSCR 0.00


07/06/2005 - 08:43 (MXXX-MXXX) (C) 2005 LaSalle Bank N.A.
</TABLE>


<TABLE>


ABN AMRO                                            J.P. MORGAN CHASE                 Statement Date:  8/12/2005
LaSalle Bank N.A.                         COMMERCIAL MORTGAGE SECURITIES CORP.        Payment Date:    8/12/2005
                                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES   Prior Payment:         N/A
                                                     SERIES 2005-CIBC12               Next Payment:    9/12/2005
                                                                                      Record Date:     7/29/2005

                                                 ABN AMRO ACCT: XX-XXXX-XX-X

                                              MORTGAGE LOAN CHARACTERISTICS

====================================================================================================================================

                 DISTRIBUTION OF PROPERTY TYPES                                    DISTRIBUTION OF LOAN SEASONING
     ===========================================================    ===========================================================
                      # of   Scheduled   % of                                        # of   Scheduled   % of
     Property Types   Loans   Balance   Balance  WAMM  WAC  DSCR    Number of Years  Loans   Balance   Balance  WAMM  WAC  DSCR
     ===========================================================    ===========================================================












     ===========================================================    ===========================================================
                        0        0       0.00%                                         0        0       0.00%
     ===========================================================    ===========================================================

                DISTRIBUTION OF AMORTIZATION TYPE                               DISTRIBUTION OF YEAR LOANS MATURING

     ===========================================================    ===========================================================
     Current
     Scheduled        # of   Scheduled   % of                                        # of   Scheduled   % of
     Balances         Loans   Balance   Balance  WAMM  WAC  DSCR          Year       Loans   Balance   Balance  WAMM  WAC  DSCR
     ===========================================================    ===========================================================
                                                                          1998
                                                                          1999
                                                                          2000
                                                                          2001
                                                                          2002
                                                                          2003
                                                                          2004
                                                                          2005
                                                                          2006
                                                                          2007
                                                                          2008
                                                                      2009 & Longer
     ===========================================================    ===========================================================
                                                                                       0        0       0.00%
     ===========================================================    ===========================================================

07/06/2005 - 08:43 (MXXX-MXXX) (C) 2005 LaSalle Bank N.A.
</TABLE>


<TABLE>


ABN AMRO                                            J.P. MORGAN CHASE                 Statement Date:  8/12/2005
LaSalle Bank N.A.                         COMMERCIAL MORTGAGE SECURITIES CORP.        Payment Date:    8/12/2005
                                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES   Prior Payment:         N/A
                                                     SERIES 2005-CIBC12               Next Payment:    9/12/2005
                                                                                      Record Date:     7/29/2005

                                                 ABN AMRO ACCT: XX-XXXX-XX-X

                                                    LOAN LEVEL DETAIL

=================================================================================================================================
                                                       Operating                 Ending                                   Spec.
Disclosure          Property                           Statement    Maturity    Principal    Note    Scheduled    Mod.    Serv
Control #     Grp     Type      State    DSCR    NOI      Date        Date       Balance     Rate       P&I       Flag    Flag
=================================================================================================================================
















=================================================================================================================================
                                W/Avg    0.00     0                                 0                    0
=================================================================================================================================

===========================================
         Loan              Prepayment
 ASER    Status   -------------------------
 Flag    Code(1)   Amount   Penalty   Date
===========================================















===========================================
                     0         0
===========================================

* NOI and DSCR, if available and reportable under the terms of the Pooling and Servicing Agreement, are based on information
  obtained from the related borrower, and no other party to the agreement shall be held liable for the accuracy or methodology used
  to determine such figures.

(1) Legend:   A. P&I Adv - in Grace Period        1. P&I Adv - delinquent 1 month       7. Foreclosure
              B. P&I Adv - < one month delinq     2. P&I Adv - delinquent 2 months      8. Bankruptcy
                                                  3. P&I Adv - delinquent 3+ months     9. REO
                                                  4. Mat. Balloon/Assumed P&I           10. DPO
                                                  5. Prepaid in Full                    11. Modification
                                                  6. Specially Serviced
====================================================================================================================================

07/06/2005 - 08:43 (MXXX-MXXX) (C) 2005 LaSalle Bank N.A.
</TABLE>


<TABLE>


ABN AMRO                                            J.P. MORGAN CHASE                 Statement Date:  8/12/2005
LaSalle Bank N.A.                         COMMERCIAL MORTGAGE SECURITIES CORP.        Payment Date:    8/12/2005
                                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES   Prior Payment:         N/A
                                                     SERIES 2005-CIBC12               Next Payment:    9/12/2005
                                                                                      Record Date:     7/29/2005

                                                 ABN AMRO ACCT: XX-XXXX-XX-X

                                        SPECIALLY SERVICED (PART I) ~ LOAN DETAIL

=========================================================================================================================
                                  Balance                           Remaining Term
Disclosure   Transfer       -------------------   Note   Maturity   --------------   Property                        NOI
Control #      Date         Scheduled    Actual   Rate    Date       Life  Amort.      Type    State   NOI   DSCR    Date
=========================================================================================================================
























=========================================================================================================================

07/06/2005 - 08:43 (MXXX-MXXX) (C) 2005 LaSalle Bank N.A.
</TABLE>


<TABLE>


ABN AMRO                                            J.P. MORGAN CHASE                 Statement Date:  8/12/2005
LaSalle Bank N.A.                         COMMERCIAL MORTGAGE SECURITIES CORP.        Payment Date:    8/12/2005
                                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES   Prior Payment:         N/A
                                                     SERIES 2005-CIBC12               Next Payment:    9/12/2005
                                                                                      Record Date:     7/29/2005

                                                 ABN AMRO ACCT: XX-XXXX-XX-X

                             SPECIALLY SERVICED LOAN DETAIL (PART II) ~ SERVICER COMMENTS

====================================================================================================================================
    Disclosure                  Resolution
    Control #                    Strategy                                                Comments
====================================================================================================================================





























====================================================================================================================================

07/06/2005 - 08:43 (MXXX-MXXX) (C) 2005 LaSalle Bank N.A.
</TABLE>


<TABLE>


ABN AMRO                                            J.P. MORGAN CHASE                 Statement Date:  8/12/2005
LaSalle Bank N.A.                         COMMERCIAL MORTGAGE SECURITIES CORP.        Payment Date:    8/12/2005
                                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES   Prior Payment:         N/A
                                                     SERIES 2005-CIBC12               Next Payment:    9/12/2005
                                                                                      Record Date:     7/29/2005

                                                 ABN AMRO ACCT: XX-XXXX-XX-X

                                                 MODIFIED LOAN DETAIL

===========================================================================================================================
Disclosure    Modification       Modification                               Modification
Control #        Date               Code                                     Description
===========================================================================================================================

























===========================================================================================================================

07/06/2005 - 08:43 (MXXX-MXXX) (C) 2005 LaSalle Bank N.A.
</TABLE>


<TABLE>


ABN AMRO                                            J.P. MORGAN CHASE                 Statement Date:  8/12/2005
LaSalle Bank N.A.                         COMMERCIAL MORTGAGE SECURITIES CORP.        Payment Date:    8/12/2005
                                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES   Prior Payment:         N/A
                                                     SERIES 2005-CIBC12               Next Payment:    9/12/2005
                                                                                      Record Date:     7/29/2005

                                                 ABN AMRO ACCT: XX-XXXX-XX-X

                                                  REALIZED LOSS DETAIL

====================================================================================================================================
Distribu-                                   Beginning            Gross Proceeds    Aggregate        Net      Net Proceeds
tion     Disclosure  Appraisal   Appraisal  Scheduled    Gross      as a % of     Liquidation   Liquidation    as a % of    Realized
Period   Control #     Date        Value     Balance   Proceeds  Sched Principal   Expenses *     Proceeds  Sched. Balance    Loss
====================================================================================================================================






















====================================================================================================================================
CURRENT TOTAL                                 0.00       0.00                        0.00           0.00                      0.00
CUMULATIVE                                    0.00       0.00                        0.00           0.00                      0.00
====================================================================================================================================
* Aggregate liquidation expenses also include outstanding P&I advances and unpaid servicing fees, unpaid trustee fees, etc.

07/06/2005 - 08:43 (MXXX-MXXX) (C) 2005 LaSalle Bank N.A.
</TABLE>


<TABLE>


ABN AMRO                                            J.P. MORGAN CHASE                 Statement Date:  8/12/2005
LaSalle Bank N.A.                         COMMERCIAL MORTGAGE SECURITIES CORP.        Payment Date:    8/12/2005
                                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES   Prior Payment:         N/A
                                                     SERIES 2005-CIBC12               Next Payment:    9/12/2005
                                                                                      Record Date:     7/29/2005

                                                 ABN AMRO ACCT: XX-XXXX-XX-X

                                              APPRAISAL REDUCTION DETAIL

=========================================================================================================================
                                                                Remaining Term                           Appraisal
Disclosure  Appraisal  Scheduled    Reduction   Note  Maturity  --------------  Property                ------------
Control #   Red. Date   Balance       Amount    Rate    Date     Life   Amort.    Type    State  DSCR   Value   Date
=========================================================================================================================























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

07/06/2005 - 08:43 (MXXX-MXXX) (C) 2005 LaSalle Bank N.A.


























                      [THIS PAGE INTENTIONALLY LEFT BLANK]

                                    ANNEX D


                    CLASS X-2 COMPONENT NOTIONAL AMOUNTS(1)



<TABLE>

   PERIOD
 ENDING(2)     CLASS A-1      CLASS A-2      CLASS A-3A1     CLASS A-3A2      CLASS A-3B      CLASS A-4
- ----------- -------------- --------------- --------------- --------------- --------------- ---------------

1/12/06      $51,599,000    $171,215,000    $163,601,000    $122,934,000    $200,000,000    $649,324,000
7/12/06      $33,884,000    $171,215,000    $163,601,000    $122,934,000    $200,000,000    $649,324,000
1/12/07                -    $142,807,000    $163,601,000    $122,934,000    $200,000,000    $649,324,000
7/12/07                -    $ 95,398,000    $163,601,000    $122,934,000    $200,000,000    $649,324,000
1/12/08                -               -    $ 88,891,000    $122,934,000    $147,852,000    $649,324,000
7/12/08                -               -    $ 60,015,000    $122,934,000    $127,697,000    $649,324,000
1/12/09                -               -    $ 34,874,000    $122,934,000    $110,149,000    $649,324,000
7/12/09                -               -    $  9,514,000    $122,934,000    $ 92,448,000    $649,324,000
1/12/10                -               -               -    $ 98,441,000    $ 68,711,000    $649,324,000
7/12/10                -               -               -    $ 17,412,000    $ 12,153,000    $649,324,000
1/12/11                -               -               -               -               -    $640,058,000
7/12/11                -               -               -               -               -    $619,267,000
1/12/12                -               -               -               -               -    $535,519,000
7/12/12                -               -               -               -               -    $473,458,000




   PERIOD
 ENDING(2)     CLASS A-SB      CLASS A-M       CLASS A-J        CLASS B        CLASS C        CLASS D        CLASS E
- ----------- --------------- --------------- --------------- -------------- -------------- -------------- --------------

1/12/06      $137,352,000    $216,704,000    $162,527,000    $43,341,000    $18,962,000    $32,505,000    $27,088,000
7/12/06      $137,352,000    $216,704,000    $162,527,000    $43,341,000    $18,962,000    $32,505,000    $27,088,000
1/12/07      $137,352,000    $216,704,000    $162,527,000    $43,341,000    $18,962,000    $32,505,000    $27,088,000
7/12/07      $137,352,000    $216,704,000    $162,527,000    $43,341,000    $18,962,000    $32,505,000    $27,088,000
1/12/08      $137,352,000    $216,704,000    $162,527,000    $43,341,000    $18,962,000    $32,505,000    $27,088,000
7/12/08      $137,352,000    $216,704,000    $162,527,000    $43,341,000    $18,962,000    $32,505,000    $27,088,000
1/12/09      $137,352,000    $216,704,000    $162,527,000    $43,341,000    $18,962,000    $32,505,000    $27,088,000
7/12/09      $137,352,000    $216,704,000    $162,527,000    $43,341,000    $18,962,000    $32,505,000    $27,088,000
1/12/10      $137,352,000    $216,704,000    $162,527,000    $43,341,000    $18,962,000    $32,505,000    $27,088,000
7/12/10      $127,362,000    $216,704,000    $162,527,000    $43,341,000    $18,962,000    $32,505,000    $27,088,000
1/12/11      $114,157,000    $216,704,000    $162,527,000    $43,341,000    $18,962,000    $32,505,000    $18,848,000
7/12/11      $100,187,000    $216,704,000    $162,527,000    $43,341,000    $18,962,000    $32,505,000    $ 6,099,000
1/12/12      $ 86,088,000    $216,704,000    $162,527,000    $43,341,000    $18,962,000    $26,507,000              -
7/12/12      $ 72,244,000    $216,704,000    $162,527,000    $43,341,000    $18,962,000    $15,430,000              -




   PERIOD
 ENDING(2)      CLASS F        CLASS G        CLASS H       CLASS J       CLASS K       CLASS L       TOTAL(1)(3)
- ----------- -------------- -------------- -------------- ------------- ------------- ------------- -----------------

1/12/06      $24,380,000    $24,379,000    $29,797,000    $8,126,000    $8,126,000    $8,127,000    $2,100,087,000
7/12/06      $24,380,000    $24,379,000    $29,797,000    $8,126,000    $8,126,000    $8,127,000    $2,082,372,000
1/12/07      $24,380,000    $24,379,000    $29,797,000    $8,126,000    $8,126,000    $8,127,000    $2,020,080,000
7/12/07      $24,380,000    $24,379,000    $29,797,000    $8,126,000    $8,126,000    $8,127,000    $1,972,671,000
1/12/08      $24,380,000    $24,379,000    $29,797,000    $8,126,000    $2,606,000             -    $1,736,768,000
7/12/08      $24,380,000    $24,379,000    $21,024,000             -             -             -    $1,668,232,000
1/12/09      $24,380,000    $24,379,000    $ 3,455,000             -             -             -    $1,607,974,000
7/12/09      $24,380,000    $11,479,000              -             -             -             -    $1,548,558,000
1/12/10      $20,115,000              -              -             -             -             -    $1,475,070,000
7/12/10      $ 5,055,000              -              -             -             -             -    $1,312,433,000
1/12/11                -              -              -             -             -             -    $1,247,102,000
7/12/11                -              -              -             -             -             -    $1,199,592,000
1/12/12                -              -              -             -             -             -    $1,089,648,000
7/12/12                -              -              -             -             -             -    $1,002,666,000
</TABLE>

- -------
(1)   The total notional amount of the Class X-2 Certificates from time to time
      will equal the sum of the components set forth in the table above. Each
      of those components of the total Notional Amount of the Class X-2
      Certificates will relate to a particular Class of Series 2005-CIBC12
      Principal Balance Certificates (i.e., Classes A-1, A-2, A-3A1, A-3A2,
      A-3B, A-4, A-SB, A-M, A-J, B, C, D, E, F, G, H, J, K and L,
      respectively). At any particular time during each indicated period
      through and including the related Distribution Date on which such period
      ends, the component of the Notional Amount of the Class X-2 Certificates
      relating to each indicated Class of Series 2005-CIBC12 Principal Balance
      Certificates will equal the lesser of (a) the amount stated in the table
      above for that Class and period and (b) the then actual total principal
      balance of that Class.


(2)   Assumes each Distribution Date always occurs on the 12th of the month.
      The initial period commences on the date of initial issuance of the
      Series 2005-CIBC12 Certificates. Each subsequent period begins
      immediately following the end of the prior period.


(3)   The total Notional Amount of the Class X-2 Certificates at any particular
      time may be less than the amount indicated in the table above, as
      described in footnote (1).

                                   Annex D-1





                      [THIS PAGE INTENTIONALLY LEFT BLANK]

PROSPECTUS


                       MORTGAGE PASS-THROUGH CERTIFICATES
                             (ISSUABLE IN SERIES)

            J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.

                                   DEPOSITOR

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

     J.P. Morgan Chase Commercial Mortgage Securities Corp. will periodically
offer certificates in one or more series. Each series of certificates will
represent the entire beneficial ownership interest in a trust fund.
Distributions on the certificates of any series will be made only from the
assets of the related trust fund.

     The certificates of each series will not represent an obligation of the
depositor, any servicer or any of their respective affiliates. Neither the
certificates nor any assets in the related trust fund will be guaranteed or
insured by any governmental agency or instrumentality or by any other person,
unless otherwise provided in the prospectus supplement.

     The primary assets of the trust fund may include:

     o    multifamily and commercial mortgage loans, including participations
          therein;

     o    mortgage-backed securities evidencing interests in or secured by
          multifamily and commercial mortgage loans, including participations
          therein, and other mortgage-backed securities;

     o    direct obligations of the United States or other government agencies;
          or

     o    a combination of the assets described above.

INVESTING IN THE OFFERED CERTIFICATES INVOLVES RISKS. YOU SHOULD REVIEW THE
INFORMATION APPEARING UNDER THE CAPTION "RISK FACTORS" BEGINNING ON PAGE 9 OF
THIS PROSPECTUS AND IN THE RELATED PROSPECTUS SUPPLEMENT BEFORE PURCHASING ANY
OFFERED CERTIFICATE.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE CERTIFICATES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.




                                 July 20, 2005


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

     Information about the offered certificates 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 the offered
certificates; and (b) the accompanying prospectus supplement for each series,
which describes the specific terms of the offered certificates. If the terms of
the offered certificates vary between this prospectus and the accompanying
prospectus supplement, you should rely on the information in the prospectus
supplement.

     You should rely only on the information contained in this prospectus and
the accompanying prospectus supplement. We have not authorized anyone to
provide you with information that is different from that contained in this
prospectus and the related prospectus supplement. The information in this
prospectus is accurate only as of the date of this prospectus.

     Certain capitalized terms are defined and used in this prospectus to
assist you in understanding the terms of the offered certificates and this
offering. The capitalized terms used in this prospectus are defined on the
pages indicated under the caption "Index of Defined Terms" beginning on page
107 in this prospectus.

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

     If you require additional information, the mailing address of our
principal executive offices is J.P. Morgan Chase Commercial Mortgage Securities
Corp., 270 Park Avenue, New York, New York 10017, and telephone number is (212)
834-9280.


                                       ii


                               TABLE OF CONTENTS

SUMMARY OF PROSPECTUS ..............................    1
RISK FACTORS .......................................    9
   Your Ability to Resell Certificates May Be
      Limited Because of Their
      Characteristics ..............................    9
   The Assets of the Trust Fund May Not Be
      Sufficient to Pay Your Certificates ..........    9
   Prepayments of the Mortgage Assets Will
      Affect the Timing of Your Cash Flow
      and May Affect Your Yield ....................   10
   Ratings Do Not Guarantee Payment and
      Do Not Address Prepayment Risks ..............   11
   Commercial and Multifamily Mortgage
      Loans Have Risks That May Affect
      Payments on Your Certificates ................   12
   Borrowers May Be Unable to Make
      Balloon Payments .............................   14
   Credit Support May Not Cover Losses .............   14
   Assignment of Leases and Rents May Be
      Limited by State Law .........................   15
   Failure to Comply with Environmental
      Law May Result in Additional Losses ..........   15
   Hazard Insurance May Be Insufficient to
      Cover All Losses on Mortgaged
      Properties ...................................   16
   Poor Property Management May
      Adversely Affect the Performance of
      the Related Mortgaged Property ...............   16
   One Action Jurisdiction May Limit the
      Ability of the Servicer to Foreclose on a
      Mortgaged Property ...........................   16
   Rights Against Tenants May Be Limited if
      Leases Are Not Subordinate to
      Mortgage or Do Not Contain
      Attornment Provisions ........................   17
   If Mortgaged Properties Are Not in
      Compliance With Current Zoning Laws
      Restoration Following a Casualty Loss
      May Be Limited ...............................   17
   Inspections of the Mortgaged Properties
      Will Be Limited ..............................   17
   Compliance with Americans with
      Disabilities Act May Result in
      Additional Losses ............................   17
   Litigation Concerns .............................   17
   Property Insurance ..............................   18
   Some Certificates May Not Be
      Appropriate for Benefit Plans ................   18
   Certain Federal Tax Considerations
      Regarding Residual Certificates ..............   18
   Certain Federal Tax Considerations
      Regarding Original Issue Discount ............   19
   Bankruptcy Proceedings Could Adversely
      Affect Payments on Your Certificates .........   19
   Book-Entry System for Certain Classes
      May Decrease Liquidity and Delay
      Payment ......................................   19
   Delinquent and Non-Performing
      Mortgage Loans Could Adversely
      Affect Payments on Your Certificates .........   20
DESCRIPTION OF THE TRUST FUNDS .....................   21
   General .........................................   21
   Mortgage Loans ..................................   21
   MBS .............................................   25
   Certificate Accounts ............................   26
   Credit Support ..................................   26
   Cash Flow Agreements ............................   26
YIELD AND MATURITY CONSIDERATIONS ..................   27
   General .........................................   27
   Pass-Through Rate ...............................   27
   Payment Delays ..................................   27
   Certain Shortfalls in Collections of
      Interest .....................................   27
   Yield and Prepayment Considerations .............   28
   Weighted Average Life and Maturity ..............   29
   Controlled Amortization Classes and
      Companion Classes ............................   30
   Other Factors Affecting Yield, Weighted
      Average Life and Maturity ....................   31
THE DEPOSITOR ......................................   33
USE OF PROCEEDS ....................................   34
DESCRIPTION OF THE CERTIFICATES ....................   34
   General .........................................   34
   Distributions ...................................   35
   Distributions of Interest on the
      Certificates .................................   35
   Distributions of Principal on the
      Certificates .................................   36
   Distributions on the Certificates in
      Respect 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
   Voting Rights ...................................   40
   Termination .....................................   40
   Book-Entry Registration and Definitive
      Certificates .................................   40

                                       iii


DESCRIPTION OF THE POOLING
   AGREEMENTS ..................................   42
   General .....................................   42
   Assignment of Mortgage Loans;
      Repurchases ..............................   42
   Representations and Warranties;
      Repurchases ..............................   43
   Collection and Other Servicing
      Procedures ...............................   44
   Sub-Servicers ...............................   45
   Special Servicers ...........................   45
   Certificate Account .........................   45
   Modifications, Waivers and Amendments
      of Mortgage Loans ........................   48
   Realization Upon Defaulted Mortgage
      Loans ....................................   48
   Hazard Insurance Policies ...................   49
   Due-on-Sale and Due-on-Encumbrance
      Provisions ...............................   50
   Servicing Compensation and Payment of
      Expenses .................................   50
   Evidence as to Compliance ...................   51
   Certain Matters Regarding the Master
      Servicer and the Depositor ...............   51
   Events of Default ...........................   51
   Amendment ...................................   51
   List of Certificateholders ..................   52
   The Trustee .................................   52
   Duties of the Trustee .......................   53
   Certain Matters Regarding the Trustee .......   53
   Resignation and Removal of the Trustee ......   53
DESCRIPTION OF CREDIT SUPPORT ..................   54
   General .....................................   54
   Subordinate Certificates ....................   54
   Cross-Support Provisions ....................   55
   Insurance or Guarantees with Respect to
      Mortgage Loans ...........................   55
   Letter of Credit ............................   55
   Certificate Insurance and Surety Bonds ......   55
   Reserve Funds ...............................   55
   Credit Support with Respect to MBS ..........   56
CERTAIN LEGAL ASPECTS OF MORTGAGE
   LOANS .......................................   56
   General .....................................   56
   Types of Mortgage Instruments ...............   56
   Leases and Rents ............................   57
   Personalty ..................................   57
   Foreclosure .................................   57
   Bankruptcy Laws .............................   61
   Environmental Risks .........................   63
   Due-on-Sale and Due-on-Encumbrance ..........   65
   Subordinate Financing .......................   65
   Default Interest and Limitations on
      Prepayments ..............................   66
   Applicability of Usury Laws .................   66
   Servicemembers Civil Relief Act .............   67
   Type of Mortgaged Property ..................   67
   Americans with Disabilities Act .............   67
   Forfeiture for Drug, RICO and Money
      Laundering Violations ....................   68
CERTAIN FEDERAL INCOME TAX
   CONSEQUENCES ................................   68
   Federal Income Tax Consequences for
      REMIC Certificates .......................   68
   General .....................................   68
   Characterization of Investments in REMIC
      Certificates .............................   69
   Qualification as a REMIC ....................   69
   Taxation of Regular Certificates ............   72
      General. .................................   72
      Original Issue Discount. .................   72
      Acquisition Premium. .....................   75
      Variable Rate Regular Certificates. ......   75
      Deferred Interest. .......................   76
      Market Discount. .........................   76
      Premium. .................................   77
      Election to Treat All Interest Under the
         Constant Yield Method. ................   78
      Sale or Exchange of Regular
         Certificates ..........................   78
      Treatment of Losses. .....................   79
   Taxation of Residual Certificates ...........   80
      Taxation of REMIC Income. ................   80
      Basis and Losses. ........................   81
      Treatment of Certain Items of REMIC
         Income and Expense. ...................   82
      Limitations on Offset or Exemption of
         REMIC Income. .........................   83
      Tax-Related Restrictions on Transfer of
         Residual Certificates. ................   83
      Sale or Exchange of a Residual
         Certificate. ..........................   86
      Mark to Market Regulations. ..............   87
   Taxes That May Be Imposed on the REMIC
      Pool .....................................   87
      Prohibited Transactions. .................   87
      Contributions to the REMIC Pool After
         the Startup Day .......................   88
      Net Income from Foreclosure Property......   88
   Liquidation of the REMIC Pool ...............   88

                                       iv


   Administrative Matters ...........................    88
   Limitations on Deduction of Certain
      Expenses ......................................    89
   Taxation of Certain Foreign Investors ............    89
      Regular Certificates. .........................    89
      Residual Certificates. ........................    90
   Backup Withholding ...............................    91
   Reporting Requirements ...........................    91
   Federal Income Tax Consequences for
      Certificates as to Which No REMIC
      Election Is Made ..............................    92
   Standard Certificates ............................    92
      General. ......................................    92
      Tax Status. ...................................    92
      Premium and Discount. .........................    93
      Recharacterization of Servicing Fees. .........    94
      Sale or Exchange of Standard
         Certificates. ..............................    94
   Stripped Certificates ............................    95
      General. ......................................    95
      Status of Stripped Certificates. ..............    96
      Taxation of Stripped Certificates. ............    96
   Reporting Requirements and Backup
      Withholding ...................................    98
   Taxation of Certain Foreign Investors ............    99
   Reportable Transactions ..........................    99
STATE AND OTHER TAX CONSIDERATIONS ..................    99
CERTAIN ERISA CONSIDERATIONS ........................    99
   General ..........................................    99
   Plan Asset Regulations ...........................   100
   Administrative Exemptions ........................   101
   Insurance Company General Accounts ...............   101
   Unrelated Business Taxable Income;
      Residual Certificates .........................   101
LEGAL INVESTMENT ....................................   102
METHOD OF DISTRIBUTION ..............................   104
INCORPORATION OF CERTAIN
   INFORMATION BY REFERENCE .........................   105
LEGAL MATTERS .......................................   106
FINANCIAL INFORMATION ...............................   106
RATING ..............................................   106
INDEX OF DEFINED TERMS ..............................   107


                                       v









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                             SUMMARY OF PROSPECTUS

     This summary highlights selected information from this document and does
not contain all of the information that you need to consider in making an
investment decision. Please read this entire prospectus and the accompanying
prospectus supplement as well as the terms and provisions of the related
pooling and servicing agreement carefully to understand all of the terms of a
series of certificates. An Index of Principal Definitions is included at the
end of this prospectus.

Title of Certificates.........   Mortgage pass-through certificates, issuable
                                 in series.

Depositor.....................   J.P. Morgan Chase Commercial Mortgage
                                 Securities Corp., a wholly owned subsidiary of
                                 JPMorgan Chase Bank, N.A. a national banking
                                 association, which is a wholly owned subsidiary
                                 of JPMorgan Chase & Co., a Delaware
                                 corporation.

Master Servicer...............   The master servicer, if any, for a series of
                                 certificates will be named in the related
                                 prospectus supplement. The master servicer for
                                 any series of certificates may be an affiliate
                                 of the depositor or a special servicer.

Special Servicer..............   One or more special servicers, if any, for a
                                 series of certificates will be named, or the
                                 circumstances under which a special servicer
                                 will be appointed will be described, in the
                                 related prospectus supplement. A special
                                 servicer for any series of certificates may be
                                 an affiliate of the depositor or the master
                                 servicer.

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

The Trust 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 assets with respect to each
                                 series of certificates will, in general,
                                 consist of a pool of loans secured by liens on,
                                 or security interests in:

                                 o  residential properties consisting of five or
                                    more rental or cooperatively-owned dwelling
                                    units or shares allocable to a number of
                                    those units and the related leases; or

                                 o  office buildings, shopping centers, retail
                                    stores and establishments, hotels or motels,
                                    nursing homes, hospitals or other
                                    health-care related facilities, mobile home
                                    parks, warehouse facilities, mini-warehouse
                                    facilities, self-storage facilities,
                                    industrial plants, parking lots, mixed use
                                    or various other types of income-producing
                                    properties described in this prospectus or
                                    unimproved land.


                                       1


                                 If so specified in the related prospectus
                                 supplement, a trust fund may include mortgage
                                 loans secured by liens on real estate projects
                                 under construction. No one will guarantee the
                                 mortgage loans, unless otherwise provided in
                                 the related prospectus supplement. If so
                                 specified in the related prospectus
                                 supplement, some mortgage loans may be
                                 delinquent. In no event will delinquent
                                 mortgage loans comprise 20 percent or more of
                                 the trust fund at the time the mortgage loans
                                 are transferred to the trust fund.

                                 As described in the related prospectus
                                 supplement, a mortgage loan:

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

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

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

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

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

                                 Some or all of the mortgage loans in any trust
                                 fund may have been originated by an affiliate
                                 of the depositor. See "Description of the
                                 Trust Funds--Mortgage Loans" in this
                                 prospectus.

                                 If specified in the related prospectus
                                 supplement, the mortgage assets with respect
                                 to a series of certificates may also include,
                                 or consist of:

                                 o  private mortgage participations, mortgage
                                    pass-through certificates or other
                                    mortgage-backed securities; or

                                 o  Certificates insured or guaranteed by any of
                                    the Federal Home Loan Mortgage Corporation,
                                    the Federal National Mortgage Association,
                                    the


                                       2


                                    Governmental National Mortgage Association
                                    or the Federal Agricultural Mortgage
                                    Corporation.

                                 Each of the above mortgage assets will
                                 evidence an interest in, or will be secured by
                                 a pledge of, one or more mortgage loans that
                                 conform to the descriptions of the mortgage
                                 loans contained in this prospectus. See
                                 "Description of the Trust Funds--MBS" in this
                                 prospectus.

B. Certificate Account........   Each trust fund will include one or more
                                 certificate accounts established and maintained
                                 on behalf of the certificateholders. The person
                                 or persons designated in the related prospectus
                                 supplement will be required to, to the extent
                                 described in this prospectus and in that
                                 prospectus supplement, deposit all payments and
                                 other collections received or advanced with
                                 respect to the mortgage assets and other assets
                                 in the trust fund into the certificate
                                 accounts. A certificate account may be
                                 maintained as an interest bearing or a
                                 non-interest bearing account, and its funds may
                                 be held as cash or invested in certain
                                 obligations acceptable to the rating agencies
                                 rating one or more classes of the related
                                 series of offered certificates. See
                                 "Description of the Trust Funds--Certificate
                                 Accounts" and "Description of the Pooling
                                 Agreements--Certificate Account" in this
                                 prospectus.

C. Credit Support.............   If so provided in the related prospectus
                                 supplement, partial or full protection against
                                 certain defaults and losses on the mortgage
                                 assets in the related trust fund may be
                                 provided to one or more classes of certificates
                                 of the related series in the form of
                                 subordination of one or more other classes of
                                 certificates of that series, which other
                                 classes may include one or more classes of
                                 offered certificates, 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
                                 described in this prospectus, or a combination
                                 of these features. The amount and types of any
                                 credit support, the identification of any
                                 entity providing it and related information
                                 will be set forth in the prospectus supplement
                                 for a series of offered certificates. See "Risk
                                 Factors--Credit Support May Not Cover Losses,"
                                 "Description of the Trust Funds--Credit
                                 Support" and "Description of Credit Support" in
                                 this prospectus.

D. Cash Flow Agreements.......   If so provided in the related prospectus
                                 supplement, a trust fund may include guaranteed
                                 investment contracts pursuant to which moneys
                                 held in the funds and accounts established for
                                 the related series will be invested at a
                                 specified rate. The trust fund may also


                                       3


                                 include interest rate exchange agreements,
                                 interest rate cap or floor agreements, or
                                 currency exchange agreements, all of which are
                                 designed to reduce the three effects of
                                 interest rate or currency exchange rate
                                 fluctuations on the mortgage assets or on one
                                 or more classes of certificates. The principal
                                 terms of that guaranteed investment contract
                                 or other agreement, including, without
                                 limitation, provisions relating to the timing,
                                 manner and amount of any corresponding
                                 payments and provisions relating to their
                                 termination, will be described in the
                                 prospectus supplement for the related series.
                                 In addition, the related prospectus supplement
                                 will contain certain information that pertains
                                 to the obligor under any cash flow agreements
                                 of this type. See "Description of the Trust
                                 Funds--Cash Flow Agreements" in this
                                 prospectus.

Description of Certificates...   We will offer certificates in one or more
                                 classes of a series of certificates issued
                                 pursuant to a pooling and servicing agreement
                                 or other agreement specified in the related
                                 prospectus supplement. The certificates will
                                 represent in the aggregate the entire
                                 beneficial ownership interest in the trust fund
                                 created by that agreement.

                                 As described in the related prospectus
                                 supplement, the certificates of each series,
                                 may consist of one or more classes of
                                 certificates that, among other things:

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

                                 o  are principal-only certificates entitled to
                                    distributions of principal, with
                                    disproportionately small, nominal or no
                                    distributions of interest;

                                 o  are interest-only certificates entitled to
                                    distributions of interest, with
                                    disproportionately small, nominal or no
                                    distributions of principal;

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

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

                                       4


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

                                 o  provide for distributions based on
                                    collections of prepayment premiums, yield
                                    maintenance penalties or equity
                                    participations on the mortgage assets in the
                                    related trust fund.

                                 Each class of certificates, other than
                                 interest-only certificates and residual
                                 certificates which are only entitled to a
                                 residual interest in the trust fund, will have
                                 a stated principal balance. Each class of
                                 certificates, other than principal-only
                                 certificates and residual certificates, will
                                 accrue interest on its stated principal
                                 balance or, in the case of interest-only
                                 certificates, on a notional amount. Each class
                                 of certificates entitled to interest will
                                 accrue interest based on a fixed, variable or
                                 adjustable pass-through interest rate. The
                                 related prospectus supplement will specify the
                                 principal balance, notional amount and/or
                                 fixed pass-through interest rate, or, in the
                                 case of a variable or adjustable pass-through
                                 interest rate, the method for determining that
                                 rate, as applicable, for each class of offered
                                 certificates.

                                 The certificates will not be guaranteed or
                                 insured by anyone, unless otherwise provided
                                 in the related prospectus supplement. See
                                 "Risk Factors--The Assets of the Trust Fund
                                 May Not Be Sufficient to Pay Your
                                 Certificates" and "Description of the
                                 Certificates" in this prospectus.

Distributions of Interest on the
 Certificates.................   Interest on each class of offered
                                 certificates, other than certain classes of
                                 principal-only certificates and certain classes
                                 of residual certificates, of each series will
                                 accrue at the applicable fixed, variable or
                                 adjustable pass-through interest rate on the
                                 principal balance or, in the case of certain
                                 classes of interest-only certificates, on the
                                 notional amount, outstanding from time to time.
                                 Interest will be distributed to you as provided
                                 in the related prospectus supplement on
                                 specified distribution dates. Distributions of
                                 interest with respect to one or more classes of
                                 accrual certificates may not begin until the
                                 occurrence of certain events, such as the
                                 retirement of one or more other classes of
                                 certificates, and interest accrued with respect
                                 to a class of accrual certificates before the
                                 occurrence of that event will either be added
                                 to its principal balance or otherwise deferred.
                                 Distributions of interest with respect to one
                                 or more classes of certificates may be reduced
                                 to the extent of certain delinquencies, losses
                                 and other contingencies


                                       5


                                 described in this prospectus and in the
                                 related prospectus supplement. See "Risk
                                 Factors--Prepayments of the Mortgage Assets
                                 Will Affect the Timing of Your Cash Flow and
                                 May Affect Your Yield"; "Yield and Maturity
                                 Considerations" and "Description of the
                                 Certificates--Distributions of Interest on the
                                 Certificates" in this prospectus.


Distributions of Principal of
  the Certificates............   Each class of certificates of each series,
                                 other than certain classes of interest-only
                                 certificates and certain classes of residual
                                 certificates, will have a principal balance.
                                 The principal balance of a class of
                                 certificates will represent the maximum amount
                                 that you are entitled to receive as principal
                                 from future cash flows on the assets in the
                                 related trust fund.

                                 Distributions of principal with respect to one
                                 or more classes of certificates may:

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

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

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

                                 o  be made, subject to certain limitations,
                                    based on a specified principal payment
                                    schedule resulting in a controlled
                                    amortization class of certificates; or

                                 o  be contingent on the specified principal
                                    payment schedule for a controlled
                                    amortization class of the same series and
                                    the rate at which payments and other
                                    collections of principal on the mortgage
                                    assets in the related trust fund are
                                    received.

                                 Unless otherwise specified in the related
                                 prospectus supplement, distributions of
                                 principal of any class of offered certificates
                                 will be made on a pro rata basis among all of
                                 the certificates of that class. See
                                 "Description of the Certificates--Distributions
                                 of Principal on the Certificates" in this
                                 prospectus.

Advances......................   If provided in the related prospectus
                                 supplement, if a trust fund includes mortgage
                                 loans, the master servicer, a special servicer,
                                 the trustee, any provider of credit


                                       6


                                 support and/or any other specified person may
                                 be obligated to make, or have the option of
                                 making, certain advances with respect to
                                 delinquent scheduled payments of principal
                                 and/or interest on those mortgage loans. Any
                                 of the advances of principal and interest made
                                 with respect to a particular mortgage loan
                                 will be reimbursable from subsequent
                                 recoveries from the related mortgage loan and
                                 otherwise to the extent described in this
                                 prospectus and in the related prospectus
                                 supplement. If provided in the prospectus
                                 supplement for a series of certificates, any
                                 entity making these advances may be entitled
                                 to receive interest on those advances while
                                 they are outstanding, payable from amounts in
                                 the related trust fund. If a trust fund
                                 includes mortgage participations, pass-through
                                 certificates or other mortgage-backed
                                 securities, any comparable advancing
                                 obligation will be described in the related
                                 prospectus supplement. See "Description of the
                                 Certificates--Advances in Respect of
                                 Delinquencies" in this prospectus.

Termination...................   If so specified in the related prospectus
                                 supplement, the mortgage assets in the related
                                 trust fund may be sold, causing an early
                                 termination of a series of certificates in the
                                 manner set forth in the prospectus supplement.
                                 If so provided in the related prospectus
                                 supplement, upon the reduction of the principal
                                 balance of a specified class or classes of
                                 certificates by a specified percentage or
                                 amount, the party specified in the prospectus
                                 supplement may be authorized or required to bid
                                 for or solicit bids for the purchase of all of
                                 the mortgage assets of the related trust fund,
                                 or of a sufficient portion of the mortgage
                                 assets to retire the class or classes, as
                                 described in the related prospectus supplement.
                                 See "Description of the Certificates--
                                 Termination" in this prospectus.

Registration of Book-Entry
 Certificates.................   If so provided in the related prospectus
                                 supplement, one or more classes of the offered
                                 certificates of any series will be book-entry
                                 certificates offered through the facilities of
                                 The Depository Trust Company. Each class of
                                 book-entry certificates will be initially
                                 represented by one or more certificates
                                 registered in the name of a nominee of The
                                 Depository Trust Company. No person acquiring
                                 an interest in a class of book-entry
                                 certificates will be entitled to receive
                                 definitive certificates of that class in fully
                                 registered form, except under the limited
                                 circumstances described in this prospectus. See
                                 "Risk Factors--Book-Entry System for Certain
                                 Classes May Decrease Liquidity and Delay
                                 Payment" and "Description of the
                                 Certificates--Book-Entry


                                       7


                                 Registration and Definitive Certificates" in
                                 this prospectus.

Certain Federal Income Tax
 Consequences.................   The federal income tax consequences to
                                 certificateholders will vary depending on
                                 whether one or more elections are made to treat
                                 the trust fund or specified portions of the
                                 trust fund as one or more "real estate mortgage
                                 investment conduits" (each, a "REMIC") under
                                 the provisions of the Internal Revenue Code.
                                 The prospectus supplement for each series of
                                 certificates will specify whether one or more
                                 REMIC elections will be made. See "Certain
                                 Federal Income Tax Consequences" in this
                                 prospectus.

Certain ERISA Considerations...  If you are a fiduciary of any retirement
                                 plans or certain other employee benefit plans
                                 and arrangements, including individual
                                 retirement accounts, annuities, Keogh plans,
                                 and collective investment funds and insurance
                                 company general and separate accounts in which
                                 those plans, accounts, annuities or
                                 arrangements are invested, that are subject to
                                 ERISA or Section 4975 of the Internal Revenue
                                 Code, you should carefully review with your
                                 legal advisors whether the purchase or holding
                                 of offered certificates could give rise to a
                                 transaction that is prohibited or is not
                                 otherwise permissible either under ERISA or the
                                 Internal Revenue Code. See "Certain ERISA
                                 Considerations" in this prospectus and in the
                                 related prospectus supplement.

Legal Investment..............   The applicable prospectus supplement will
                                 specify whether 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
                                 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 and consequences to you of the
                                 purchase, ownership and sale of the offered
                                 certificates. See "Legal Investment" in this
                                 prospectus and in the related prospectus
                                 supplement.

Rating........................   At their dates of issuance, each class of
                                 offered certificates will be rated at least
                                 investment grade by one or more nationally
                                 recognized statistical rating agencies. See
                                 "Rating" in this prospectus and "Ratings" in
                                 the related prospectus supplement.

                                       8


                                 RISK FACTORS

     You should carefully consider the following risks and the risks described
under "Risk Factors" in the prospectus supplement for the applicable series of
certificates before making an investment decision. In particular, distributions
on your certificates will depend on payments received on and other recoveries
with respect to the mortgage loans. Thus, you should carefully consider the
risk factors relating to the mortgage loans and the mortgaged properties.

YOUR ABILITY TO RESELL CERTIFICATES MAY BE LIMITED BECAUSE OF THEIR
CHARACTERISTICS

     We cannot assure you that a secondary market for the certificates will
develop or, if it does develop, that it will provide you with liquidity of
investment or will continue for the life of your certificates. The prospectus
supplement for any series of offered certificates may indicate that an
underwriter intends to make a secondary market in those offered certificates;
however, no underwriter will be obligated to do so. Any resulting secondary
market may provide you with less liquidity than any comparable market for
certificates that evidence interests in single-family mortgage loans.

     The primary source of ongoing information regarding the offered
certificates of any series, including information regarding the status of the
related mortgage assets and any credit support for your certificates, will be
the periodic reports delivered to you. See "Description of the
Certificates--Reports to Certificateholders" in this prospectus. We cannot
assure you that any additional ongoing information regarding your certificates
will be available through any other source. The limited nature of the available
information in respect of a series of offered certificates may adversely affect
its liquidity, even if a secondary market for those certificates does develop.

     Even if a secondary market does develop with respect to any series or
class of certificates, the market value of those certificates will be affected
by several factors, including:

     o    The perceived liquidity of the certificates;

     o    The anticipated cash flow of the certificates, which may vary widely
          depending upon the prepayment and default assumptions applied in
          respect of the underlying mortgage loans and prevailing interest
          rates;

     o    The price payable at any given time in respect of certain classes of
          offered certificates may be extremely sensitive to small fluctuations
          in prevailing interest rates, particularly, for a class with a
          relatively long average life, a companion class to a controlled
          amortization class, a class of interest-only certificates or
          principal-only certificates; and

     o    The relative change in price for an offered certificate in response to
          an upward or downward movement in prevailing interest rates may not
          equal the relative change in price for that certificate in response to
          an equal but opposite movement in those rates. Accordingly, the sale
          of your certificates in any secondary market that may develop may be
          at a discount from the price you paid.

     We are not aware of any source through which price information about the
offered certificates will be generally available on an ongoing basis.

     Except to the extent described in this prospectus and in the related
prospectus supplement, you will have no redemption rights, and the certificates
of each series will be subject to early retirement only under certain specified
circumstances described in this prospectus and in the related prospectus
supplement. See "Description of the Certificates--Termination" in this
prospectus.

THE ASSETS OF THE TRUST FUND MAY NOT BE SUFFICIENT TO PAY YOUR CERTIFICATES

     Unless otherwise specified in the related prospectus supplement,

     o    The certificates of any series and the mortgage assets in the related
          trust fund will not be guaranteed or insured by the depositor or any
          of its affiliates, by any governmental agency or instrumentality or by
          any other person or entity; and


                                       9


     o    The certificates of any series will not represent a claim against or
          security interest in the trust funds for any other series.

     Accordingly, if the related trust fund has insufficient assets to make
payments on a series of offered certificates, no other assets will be available
to make those payments. Additionally, certain amounts on deposit from time to
time in certain funds or accounts constituting part of a trust fund may be
withdrawn under certain conditions, as described in the related prospectus
supplement, for purposes other than the payment of principal of or interest on
the related series of certificates. If so provided in the prospectus supplement
for a series of certificates consisting of one or more classes of subordinate
certificates, if losses or shortfalls in collections have occurred with respect
to any distribution date, all or a portion of the amount of these losses or
shortfalls will be borne first by one or more classes of the subordinate
certificates, and, thereafter, by the remaining classes of certificates in the
priority and manner and subject to the limitations specified in the prospectus
supplement.

PREPAYMENTS OF THE MORTGAGE ASSETS WILL AFFECT THE TIMING OF YOUR CASH FLOW AND
MAY AFFECT YOUR YIELD

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

     The rate of principal payments on pools of mortgage loans varies among
pools and from time to time is influenced by a variety of economic,
demographic, geographic, social, tax, legal and other factors. For example, if
prevailing interest rates fall significantly below the mortgage interest rates
of the mortgage loans included in a trust fund, then, subject to, among other
things, the particular terms of the mortgage loans and the ability of borrowers
to get new financing, principal prepayments on those mortgage loans are likely
to be higher than if prevailing interest rates remain at or above the rates on
those mortgage loans. Conversely, if prevailing interest rates rise
significantly above the mortgage interest rates of the mortgage loans included
in a trust fund, then principal prepayments on those mortgage loans are likely
to be lower than if prevailing interest rates remain at or below the rates on
those mortgage loans. We cannot assure you as to the actual rate of prepayment
on the mortgage loans in any trust fund or that the rate of prepayment will
conform to any model described in this prospectus or in any prospectus
supplement. As a result, depending on the anticipated rate of prepayment for
the mortgage loans in any trust fund, the retirement of any class of
certificates of the related series could occur significantly earlier or later
than expected.

     The extent to which prepayments on the mortgage loans in any trust fund
ultimately affect the average life of your certificates will depend on the
terms of your certificates.

     o    A class of certificates that entitles the holders of those
          certificates to a disproportionately large share of the prepayments on
          the mortgage loans in the related trust fund increases the "call risk"
          or the likelihood of early retirement of that class if the rate of
          prepayment is relatively fast; and

     o    A class of certificates that entitles the holders of the certificates
          to a disproportionately small share of the prepayments on the mortgage
          loans in the related trust fund increases the likelihood of "extension
          risk" or an extended average life of that class if the rate of
          prepayment is relatively slow.

     As described in the related prospectus supplement, the respective
entitlements of the various classes of certificate of any series to receive
payments, especially prepayments, of principal of the mortgage loans in the
related trust fund may vary based on the occurrence of certain events such


                                       10


as the retirement of one or more classes of certificates of that series, or
subject to certain contingencies such as the rate of prepayments and defaults
with respect to those mortgage loans.

     A series of certificates may include one or more controlled amortization
classes, which will entitle you to receive principal distributions according to
a specified principal payment schedule. Although prepayment risk cannot be
eliminated entirely for any class of certificates, a controlled amortization
class will generally provide a relatively stable cash flow so long as the
actual rate of prepayment on the mortgage loans in the related trust fund
remains relatively constant at the rate, or within the range of rates, of
prepayment used to establish the specific principal payment schedule for those
certificates. Prepayment risk with respect to a given pool of mortgage assets
does not disappear, however, and the stability afforded to a controlled
amortization class comes at the expense of one or more companion classes of the
same series, any of which companion classes may also be a class of offered
certificates. In general, and as more specifically described in the related
prospectus supplement, a companion class may entitle you to a
disproportionately large share of prepayments on the mortgage loans in the
related trust fund when the rate of prepayment is relatively fast, or may
entitle you to a disproportionately small share of prepayments on the mortgage
loans in the related trust fund when the rate of prepayment is relatively slow.
As described in the related prospectus supplement, a companion class absorbs
some (but not all) of the "call risk" and/or "extension risk" that would
otherwise belong to the related controlled amortization class if all payments
of principal of the mortgage loans in the related trust fund were allocated on
a pro rata basis.

     A series of certificates may include one or more classes of offered
certificates offered at a premium or discount. Yields on those classes of
certificates will be sensitive, and in some cases extremely sensitive, to
prepayments on the mortgage loans in the related trust fund. Where the amount
of interest payable with respect to a class is disproportionately large, as
compared to the amount of principal, as with certain classes of interest-only
certificates, you might fail to recover your original investment under some
prepayment scenarios. The extent to which the yield to maturity of any class of
offered certificates may vary from the anticipated yield will depend upon the
degree to which they are purchased at a discount or premium and the amount and
timing of distributions on those certificates. You should consider, in the case
of any offered certificate purchased at a discount, the risk that a slower than
anticipated rate of principal payments on the mortgage loans could result in an
actual yield that is lower than the anticipated yield and, in the case of any
offered certificate purchased at a premium, the risk that a faster than
anticipated rate of principal payments could result in an actual yield that is
lower than the anticipated yield. See "Yield and Maturity Considerations" in
this prospectus.

RATINGS DO NOT GUARANTEE PAYMENT AND DO NOT ADDRESS PREPAYMENT RISKS

     Any rating assigned to a class of offered certificates by a rating agency
will only reflect its assessment of the probability that you will receive
payments to which you are entitled. This rating will not constitute an
assessment of the probability that:

     o    principal prepayments on the related mortgage loans will be made;

     o    the degree to which the rate of prepayments might differ from the rate
          of prepayments that was originally anticipated; or

     o    the likelihood of early optional termination of the related trust
          fund.

     Furthermore, the rating will not address the possibility that prepayment
of the related mortgage loans at a higher or lower rate than you anticipated
may cause you to experience a lower than anticipated yield or that if you
purchase a certificate at a significant premium you might fail to recover your
initial investment under certain prepayment scenarios.

     The amount, type and nature of credit support, if any, provided with
respect to a series of certificates will be determined on the basis of criteria
established by each rating agency rating classes of the certificates of that
series. These criteria are sometimes based upon analysis of the


                                       11


behavior of mortgage loans in a larger group. However, we cannot assure you
that the historical data supporting that analysis will accurately reflect
future experience, or that the data derived from a large pool of mortgage loans
will accurately predict the delinquency, foreclosure or loss experience of any
particular pool of mortgage loans. In other cases, the criteria may be based
upon determinations of the values of the mortgaged properties that provide
security for the mortgage loans in the related trust fund. However, we cannot
assure you that those values will not decline in the future. See "Description
of Credit Support" and "Rating" in this prospectus.

COMMERCIAL AND MULTIFAMILY MORTGAGE LOANS HAVE RISKS THAT MAY AFFECT PAYMENTS
ON YOUR CERTIFICATES

     A description of risks associated with investments in mortgage loans is
included under "Certain Legal Aspects of Mortgage Loans" in this prospectus.
Commercial and multifamily lending generally exposes the lender to a greater
risk of loss than one- to-four-family residential lending. Commercial and
multifamily lending typically involves larger loans to single borrowers or
groups of related borrowers than residential one-to four-family mortgage loans.
Further, the repayment of loans secured by income producing properties is
typically dependent upon the successful operation of the related real estate
project. If the cash flow from the project is reduced (for example, if leases
are not obtained or renewed), the borrower's ability to repay the loan may be
impaired. Commercial and multifamily real estate can be affected significantly
by the supply and demand in the market for the type of property securing the
loan and, therefore, may be subject to adverse economic conditions. Market
values may vary as a result of economic events or governmental regulations
outside the control of the borrower or lender that impact the cash flow of the
property. For example, some laws, such as the Americans with Disabilities Act,
may require modifications to properties, and rent control laws may limit rent
collections in the case of multifamily properties. A number of the mortgage
loans may be secured by liens on owner-occupied mortgaged properties or on
mortgaged properties leased to a single tenant or a small number of significant
tenants. Accordingly, a decline in the financial condition of the borrower or a
significant tenant, as applicable, may have a disproportionately greater effect
on the net operating income from those mortgaged properties than would be the
case with respect to mortgaged properties with multiple tenants.

     Furthermore, the value of any mortgaged property may be adversely affected
by risks generally incident to interests in real property, including:

     o    Changes in general or local economic conditions and/or specific
          industry segments;

     o    Declines in real estate values;

     o    Declines in rental or occupancy rates;

     o    Increases in interest rates, real estate tax rates and other operating
          expenses;

     o    Changes in governmental rules, regulations and fiscal policies,
          including environmental legislation;

     o    Acts of God; and

     o    Other factors beyond the control of a master servicer or special
          servicer.

     The type and use of a particular mortgaged property may present additional
risk. For instance:

     o    Mortgaged properties that operate as hospitals and nursing homes may
          present special risks to lenders due to the significant governmental
          regulation of the ownership, operation, maintenance and financing of
          health care institutions.

     o    Hotel and motel properties are often operated pursuant to franchise,
          management or operating agreements that may be terminable by the
          franchisor or operator. Moreover, the transferability of a hotel's
          operating, liquor and other licenses upon a transfer of the hotel,
          whether through purchase or foreclosure, is subject to local law
          requirements.


                                       12


     o    The ability of a borrower to repay a mortgage loan secured by shares
          allocable to one or more cooperative dwelling units may depend on the
          ability of the dwelling units to generate sufficient rental income,
          which may be subject to rent control or stabilization laws, to cover
          both debt service on the loan as well as maintenance charges to the
          cooperative. Further, a mortgage loan secured by cooperative shares is
          subordinate to the mortgage, if any, on the cooperative apartment
          building.

     The economic performance of mortgage loans that are secured by full
service hotels, limited service hotels, hotels associated with national
franchise chains, hotels associated with regional franchise chains and hotels
that are not affiliated with any franchise chain but may have their own brand
identity, are affected by various factors, including:

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

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

     o    Changes in travel patterns caused by changes in access, energy prices,
          strikes, relocation of highways, the construction of additional
          highways or other factors.

     Additionally, the hotel and lodging industry is generally seasonal in
nature and this seasonality can be expected to cause periodic fluctuations in
room and other revenues, occupancy levels, room rates and operating expenses.
The demand for particular accommodations may also be affected by changes in
travel patterns caused by changes in energy prices, strikes, relocation of
highways, the construction of additional highways and other factors.

     The viability of any hotel property that is the franchisee of a national
or regional chain depends in part on the continued existence and financial
strength of the franchisor, the public perception of the franchise service mark
and the duration of the franchise licensing agreements. The transferability of
franchise license agreements may be restricted and, in the event of a
foreclosure on that hotel property, the property would not have the right to
use the franchise license without the franchisor's consent. Conversely, a
lender may be unable to remove a franchisor that it desires to replace
following a foreclosure. Further, in the event of a foreclosure on a hotel
property, it is unlikely that the trustee (or servicer or special servicer) or
purchaser of that hotel property would be entitled to the rights under any
existing liquor license for that hotel property. It is more likely that those
persons would have to apply for new licenses. We cannot assure you that a new
license could be obtained or that it could be obtained promptly.

     Other multifamily properties, hotels, retail properties, office buildings,
mobile home parks, nursing homes and self-storage facilities located in the
areas of the mortgaged properties compete with the mortgaged properties to
attract residents and customers. The leasing of real estate is highly
competitive. The principal means of competition are price, location and the
nature and condition of the facility to be leased. A borrower under a mortgage
loan competes with all lessors and developers of comparable types of real
estate in the area in which the mortgaged property is located. Those lessors or
developers could have lower rentals, lower operating costs, more favorable
locations or better facilities. While a borrower under a mortgage loan may
renovate, refurbish or expand the mortgaged property to maintain it and remain
competitive, that renovation, refurbishment or expansion may itself entail
significant risk. Increased competition could adversely affect income from and
market value of the mortgaged properties. In addition, the business conducted
at each mortgaged property may face competition from other industries and
industry segments.

     It is anticipated that some or all of the mortgage loans included in any
trust fund will be nonrecourse loans or loans for which recourse may be
restricted or unenforceable. As to that


                                       13


mortgage loan, recourse in the event of borrower default will be limited to the
specific real property and other assets, if any, that were pledged to secure
the mortgage loan. However, even with respect to those mortgage loans that
provide for recourse against the borrower and its assets generally, we cannot
assure you that enforcement of those recourse provisions will be practicable,
or that the assets of the borrower will be sufficient to permit a recovery in
respect of a defaulted mortgage loan in excess of the liquidation value of the
related mortgaged property. See "Certain Legal Aspects of Mortgage
Loans--Foreclosure" in this prospectus.

     Further, the concentration of default, foreclosure and loss risks in
individual mortgage loans in a particular trust fund will generally be greater
than for pools of single-family loans because mortgage loans in a trust fund
will generally consist of a smaller number of higher balance loans than would a
pool of single-family loans of comparable aggregate unpaid principal balance.


BORROWERS MAY BE UNABLE TO MAKE BALLOON PAYMENTS

     Certain of the mortgage loans included in a trust fund may be
non-amortizing or only partially amortizing over their terms to maturity and,
thus, will require substantial principal payments (that is, balloon payments)
at their stated maturity. Mortgage loans of this type involve a greater degree
of risk than self-amortizing loans because the ability of a borrower to make a
balloon payment typically will depend upon its ability either to refinance the
loan or to sell the related mortgaged property. The ability of a borrower to
accomplish either of these goals will be affected by:

     o    The value of the related mortgaged property;

     o    The level of available mortgage interest rates at the time of sale or
          refinancing;

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

     o    The financial condition and operating history of the borrower and the
          related mortgaged property;

     o    Tax laws and rent control laws, with respect to certain residential
          properties;

     o    Medicaid and Medicare reimbursement rates, with respect to hospitals
          and nursing homes;

     o    Prevailing general economic conditions; and

     o    The availability of credit for loans secured by multifamily or
          commercial real properties generally.

     Neither the depositor nor any of its affiliates will be required to
refinance any mortgage loan.

     If described in this prospectus and in the related prospectus supplement,
to maximize recoveries on defaulted mortgage loans, the master servicer or a
special servicer may, within prescribed limits, extend and modify mortgage
loans that are in default or as to which a payment default is reasonably
foreseeable. While a master servicer or a special servicer generally will be
required to determine that any extension or modification is reasonably likely
to produce a greater recovery, taking into account the time value of money,
than liquidation, we cannot assure you that any extension or modification will
in fact increase the present value of receipts from or proceeds of the affected
mortgage loans.

CREDIT SUPPORT MAY NOT COVER LOSSES

     The prospectus supplement for a series of certificates will describe any
credit support provided for those certificates. Any use of credit support will
be subject to the conditions and limitations described in this prospectus and
in the related prospectus supplement, and may not cover all potential losses or
risks. For example, it may or may not cover fraud or negligence by a mortgage
loan originator or other parties.


                                       14


     A series of certificates may include one or more classes of subordinate
certificates, if so provided in the related prospectus supplement. Although
subordination is intended to reduce the risk to holders of senior certificates
of delinquent distributions or ultimate losses, the amount of subordination
will be limited and may decline under certain circumstances described in the
related prospectus supplement. In addition, if principal payments on one or
more classes of certificates of a series are made in a specified order of
priority, any limits with respect to the aggregate amount of claims under any
related credit support may be exhausted before the principal of the later paid
classes of certificates of that series has been repaid in full. As a result,
the impact of losses and shortfalls experienced with respect to the mortgage
assets may fall primarily upon those subordinate classes of certificates.
Moreover, if a form of credit support covers more than one series of
certificates, holders of certificates of one series will be subject to the risk
that the credit support will be exhausted by the claims of the holders of
certificates of one or more other series.

     The amount of any applicable credit support supporting one or more classes
of offered certificates, including the subordination of one or more classes of
certificates, will be determined on the basis of criteria established by each
rating agency rating those classes of certificates. Such criteria will be based
on an assumed level of defaults, delinquencies and losses on the underlying
mortgage assets and certain other factors. However, we cannot assure you that
the default, delinquency or loss experience on the related mortgage assets will
not exceed the assumed levels. See "--Ratings Do Not Guarantee Payment and Do
Not Address Prepayment Risks," "Description of the Certificates" and
"Description of Credit Support" in this prospectus.

ASSIGNMENT OF LEASES AND RENTS MAY BE LIMITED BY STATE LAW

     Each mortgage loan included in any trust fund secured by mortgaged
property that is subject to leases typically will be secured by an assignment
of leases and rents pursuant to which the borrower assigns to the lender its
right, title and interest as landlord under the leases of the related mortgaged
property, and the income derived from those leases, as further security for the
related mortgage loan, while retaining a license to collect rents for so long
as there is no default. If the borrower defaults, the license terminates and
the lender is entitled to collect rents. Some state laws may require that the
lender take possession of the mortgaged property and obtain a judicial
appointment of a receiver before becoming entitled to collect the rents. In
addition, if bankruptcy or similar proceedings are commenced by or in respect
of the borrower, the lender's ability to collect the rents may be adversely
affected. See "Certain Legal Aspects of Mortgage Loans--Leases and Rents" in
this prospectus.

FAILURE TO COMPLY WITH ENVIRONMENTAL LAW MAY RESULT IN ADDITIONAL LOSSES

     Under federal law and the laws of certain states, contamination of real
property may give rise to a lien on the property to assure or reimburse the
costs of cleanup. In several states, that lien has priority over an existing
mortgage lien on that property. In addition, under various federal, state and
local laws, ordinances and regulations, an owner or operator of real estate may
be liable for the costs of removal or remediation of hazardous substances or
toxic substances on, in or beneath the property. This liability may be imposed
without regard to whether the owner knew of, or was responsible for, the
presence of those hazardous or toxic substances. The costs of any required
remediation and the owner or operator's liability for them as to any property
are generally not limited under these laws, ordinances and regulations and
could exceed the value of the mortgaged property and the aggregate assets of
the owner or operator. In addition, as to the owners or operators of mortgaged
properties that generate hazardous substances that are disposed of at
"off-site" locations, the owners or operators may be held strictly, jointly and
severally liable if there are releases or threatened releases of hazardous
substances at the off-site locations where that person's hazardous substances
were disposed.

     Under some environmental laws, such as the federal Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, as amended, as
well as some state laws, a


                                       15


secured lender (such as the trust) may be liable as an "owner" or "operator"
for the costs of dealing with hazardous substances affecting a borrower's or
neighboring property, if agents or employees of the lender have participated in
the management of the borrower's property. This liability could exist even if a
previous owner caused the environmental damage. The trust's potential exposure
to liability for cleanup costs may increase if the trust actually takes
possession of a borrower's property, or control of its day-to-day operations,
as for example through the appointment of a receiver. See "Certain Legal
Aspects of Mortgage Loans--Environmental Risks" in this prospectus.

HAZARD INSURANCE MAY BE INSUFFICIENT TO COVER ALL LOSSES ON MORTGAGED
PROPERTIES

     Unless otherwise specified in a prospectus supplement, the master servicer
for the related trust fund will be required to cause the borrower on each
mortgage loan in that trust fund to maintain the insurance coverage in respect
of the related mortgaged property required under the related mortgage,
including hazard insurance. The master servicer may satisfy its obligation to
cause hazard insurance to be maintained with respect to any mortgaged property
through acquisition of a blanket policy.

POOR PROPERTY MANAGEMENT MAY ADVERSELY AFFECT THE PERFORMANCE OF THE RELATED
MORTGAGED PROPERTY

     The successful operation of a real estate project also depends upon the
performance and viability of the property manager. Properties deriving revenues
primarily from short-term sources generally are more management intensive than
properties leased to creditworthy tenants under long-term leases. The property
manager is generally responsible for:

     o    operating the properties;

     o    providing building services;

     o    establishing and implementing the rental structure;

     o    managing operating expenses;

     o    responding to changes in the local market; and

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

     Property managers may not be in a financial condition to fulfill their
management responsibilities.

     Certain of the mortgaged properties are managed by affiliates of the
applicable mortgagor. If a mortgage loan is in default or undergoing special
servicing, such relationship could disrupt the management of the underlying
property. This may adversely affect cash flow. However, the mortgage loans
generally permit the lender to remove the property manager upon the occurrence
of an event of default, a decline in cash flow below a specified level or the
failure to satisfy some other specified performance trigger.

ONE ACTION JURISDICTION MAY LIMIT THE ABILITY OF THE SERVICER TO FORECLOSE ON A
MORTGAGED PROPERTY

     Several states (including California) have laws that prohibit more than
one "one action" to enforce a mortgage obligation, and some courts have
construed the term "one action" broadly. The special servicer may need to
obtain advice of counsel prior to enforcing any of the trust fund's rights
under any of the mortgage loans that include mortgaged properties where the
rule could be applicable.

     In the case of a mortgage loan secured by mortgaged properties located in
multiple states, the special servicer may be required to foreclose first on
properties located in states where such "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.


                                       16


RIGHTS AGAINST TENANTS MAY BE LIMITED IF LEASES ARE NOT SUBORDINATE TO MORTGAGE
OR DO NOT CONTAIN ATTORNMENT PROVISIONS

     Some of the tenant leases contain provisions that require the tenant to
attorn to (that is, recognize as landlord under the lease) a successor owner of
the property following foreclosure. Some of the leases may be either
subordinate to the liens created by the mortgage loans or else contain a
provision that requires the tenant to subordinate the lease if the mortgagee
agrees to enter into a non-disturbance agreement. In some states, if tenant
leases are subordinate to the liens created by the mortgage loans and such
leases do not contain attornment provisions, such leases may terminate upon the
transfer of the property to a foreclosing lender or purchaser at foreclosure.
Accordingly, in the case of the foreclosure of a mortgaged property located in
such a state and leased to one or more desirable tenants under leases that do
not contain attornment provisions, such mortgaged property could experience a
further decline in value if such tenants' leases were terminated (e.g., if such
tenants were paying above-market rents).

     If a mortgage is subordinate to a lease, the lender will not (unless it
has otherwise agreed with the tenant) possess the right to dispossess the
tenant upon foreclosure of the property, and if the lease contains provisions
inconsistent with the mortgage (e.g., provisions relating to application of
insurance proceeds or condemnation awards), the provisions of the lease will
take precedence over the provisions of the mortgage.

IF MORTGAGED PROPERTIES ARE NOT IN COMPLIANCE WITH CURRENT ZONING LAWS
RESTORATION FOLLOWING A CASUALTY LOSS MAY BE LIMITED

     Due to changes in applicable building and zoning ordinances and codes
which have come into effect after the construction of improvements on certain
of the mortgaged properties, some improvements may not comply fully with
current zoning laws (including density, use, parking and set-back requirements)
but qualify as permitted non-conforming uses. Such changes may limit the
ability of the related mortgagor to rebuild the premises "as is" in the event
of a substantial casualty loss. Such limitations may adversely affect the
ability of the mortgagor to meet its mortgage loan obligations from cash flow.
Insurance proceeds may not be sufficient to pay off such mortgage loan in full.
In addition, if the mortgaged property were to be repaired or restored in
conformity with then current law, its value could be less than the remaining
balance on the mortgage loan and it may produce less revenue than before such
repair or restoration.

INSPECTIONS OF THE MORTGAGED PROPERTIES WILL BE LIMITED

     The mortgaged properties will generally be inspected by licensed engineers
at the time the mortgage loans will be originated to assess the structure,
exterior walls, roofing interior construction, mechanical and electrical
systems and general condition of the site, buildings and other improvements
located on the mortgaged properties. There can be no assurance that all
conditions requiring repair or replacement will be identified in such
inspections.

COMPLIANCE WITH AMERICANS WITH DISABILITIES ACT MAY RESULT IN ADDITIONAL LOSSES

     Under the Americans with Disabilities Act of 1990, all public
accommodations are required to meet certain federal requirements related to
access and use by disabled persons. To the extent the mortgaged properties do
not comply with the act, the mortgagors may be required to incur costs to
comply with the act. In addition, noncompliance could result in the imposition
of fines by the federal government or an award of damages to private litigants.

LITIGATION CONCERNS

     There may be legal proceedings pending and, from time to time, threatened
against the mortgagors or their affiliates relating to the business of or
arising out of the ordinary course of business of the mortgagors and their
affiliates. There can be no assurance that such litigation will not have a
material adverse effect on the distributions to certificateholders.


                                       17


PROPERTY INSURANCE

     In general, the standard form of fire and extended coverage policy covers
physical damage to or destruction of the improvements of the property by:

     o    fire;

     o    lightning;

     o    explosion;

     o    smoke;

     o    windstorm and hail; and

     o    riot, strike and civil commotion.

     Each subject to the conditions and exclusions specified in each policy.

     The policies covering the mortgaged properties will be underwritten by
different insurers under different state laws, and therefore will not contain
identical terms and conditions. However, most policies do not typically cover
any physical damage resulting from war, revolution, governmental actions,
floods and other water-related causes, earth movement, including earthquakes,
landslides and mudflows, wet or dry rot, vermin, domestic animals and certain
other kinds of risks. Unless the related mortgage specifically requires the
mortgagor to insure against physical damage arising from those causes, those
losses may be borne, at least in part, by the holders of one or more classes of
offered certificates of the related series, to the extent they are not covered
by any available credit support. See "Description of the Pooling
Agreements--Hazard Insurance Policies" in this prospectus.

SOME CERTIFICATES MAY NOT BE APPROPRIATE FOR BENEFIT PLANS

     Generally, ERISA applies to investments made by employee benefit plans and
transactions involving the assets of those plans. Even if ERISA does not apply,
similar prohibited transaction rules may apply under Section 4975 of the
Internal Revenue Code or materially similar federal, state or local laws. Due
to the complexity of regulations that govern those plans, if you are subject to
ERISA or Section 4975 of the Internal Revenue Code or to any materially similar
federal, state or local law, you are urged to consult your own counsel
regarding consequences under ERISA, the Internal Revenue Code or such other
similar law of acquisition, ownership and disposition of the offered
certificates of any series. See "Certain ERISA Considerations" in this
prospectus.

CERTAIN FEDERAL TAX CONSIDERATIONS REGARDING RESIDUAL CERTIFICATES

     If you hold certain classes of certificates that constitute a residual
interest in a "real estate mortgage investment conduit" for federal income tax
purposes, you will be required to report on your federal income tax returns as
ordinary income your pro rata share of the taxable income of the REMIC,
regardless of the amount or timing of your receipt of cash payments, as
described in "Certain Federal Income Tax Consequences--Federal Income Tax
Consequences for REMIC Certificates" in this prospectus. Accordingly, under
certain circumstances, if you hold residual certificates you may have taxable
income and tax liabilities arising from your investment during a taxable year
in excess of the cash received during that period. The requirement to report
your pro rata share of the taxable income and net loss of the REMIC will
continue until the principal balances of all classes of certificates of the
related series have been reduced to zero, even though you, as a holder of
residual certificates, have received full payment of your stated interest and
principal. A portion, or, in certain circumstances, all, of your share of the
REMIC taxable income may be treated as "excess inclusion" income to you, which:

     o    generally, will not be subject to offset by losses from other
          activities;

     o    if you are a tax-exempt holder, will be treated as unrelated business
          taxable income; and

                                       18


     o    if you are a foreign holder, will not qualify for exemption from
          withholding tax.

     If you are an individual and you hold a class of residual certificates,
you may be limited in your ability to deduct servicing fees and other expenses
of the REMIC. In addition, classes of residual certificates are subject to
certain restrictions on transfer. Because of the special tax treatment of
classes of residual certificates, the taxable income arising in a given year on
a class of residual certificates will not be equal to the taxable income
associated with investment in a corporate bond or stripped instrument having
similar cash flow characteristics and pre-tax yield. As a result, the after-tax
yield on the classes of residual certificates may be significantly less than
that of a corporate bond or stripped instrument having similar cash flow
characteristics.

CERTAIN FEDERAL TAX CONSIDERATIONS REGARDING ORIGINAL ISSUE DISCOUNT

     Certain classes of certificates of a series may be issued with "original
issue discount" for federal income tax purposes, which generally will result in
recognition of some taxable income in advance of the receipt of cash
attributable to that income. See "Certain Federal Income Tax
Consequences--Federal Income Tax Consequences for REMIC Certificates--Taxation
of Regular Certificates" in this prospectus.

BANKRUPTCY PROCEEDINGS COULD ADVERSELY AFFECT PAYMENTS ON YOUR CERTIFICATES

     Under the federal bankruptcy code, the filing of a petition in bankruptcy
by or against a borrower will stay the sale of the mortgaged property owned by
that borrower, as well as the commencement or continuation of a foreclosure
action. In addition, even if a court determines that the value of the mortgaged
property is less than the principal balance of the mortgage loan it secures,
the court may prevent a lender from foreclosing on the mortgaged property,
subject to certain protections available to the lender. As part of a
restructuring plan, a court also may reduce the amount of secured indebtedness
to the then-current value of the mortgaged property. This 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.

     Moreover, the filing of a petition in bankruptcy by, or on behalf of, a
junior lienholder may stay the senior lienholder from taking action to
foreclose on the junior lien. Additionally, the borrower's trustee or the
borrower, as debtor-in-possession, has certain special powers to avoid,
subordinate or disallow debts. In certain circumstances, the claims of the
trustee may be subordinated to financing obtained by a debtor-in-possession
subsequent to its bankruptcy.

     Under the federal 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 trustee's ability to enforce lockbox requirements. The
legal proceedings necessary to resolve these issues can be time consuming and
costly and may significantly delay or diminish the receipt of rents. Rents also
may escape an assignment to the extent they are used by the borrower to
maintain the mortgaged property or for other court authorized expenses.

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

BOOK-ENTRY SYSTEM FOR CERTAIN CLASSES MAY DECREASE LIQUIDITY AND DELAY PAYMENT

     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. Each class of book-entry


                                       19


certificates will be initially represented by one or more certificates
registered in the name of a nominee for The Depository Trust Company, or DTC.
Since transactions in the classes of book-entry certificates of any series
generally can be effected only through The Depository Trust Company, and its
participating organizations:

     o    the liquidity of book-entry certificates in secondary trading market
          that may develop may be limited because investors may be unwilling to
          purchase certificates for which they cannot obtain physical
          certificates;

     o    your ability to pledge certificates to persons or entities that do not
          participate in the DTC system, or otherwise to take action in respect
          of the certificates, may be limited due to lack of a physical security
          representing the certificates;

     o    your access to information regarding the certificates may be limited
          since conveyance of notices and other communications by The Depository
          Trust Company to its participating organizations, and directly and
          indirectly through those participating organizations to you, will be
          governed by arrangements among them, subject to any statutory or
          regulatory requirements as may be in effect at that time; and

     o    you may experience some delay in receiving distributions of interest
          and principal on your certificates because distributions will be made
          by the trustee to DTC and DTC will then be required to credit those
          distributions to the accounts of its participating organizations and
          only then will they be credited to your account either directly or
          indirectly through DTC's participating organizations.

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

DELINQUENT AND NON-PERFORMING MORTGAGE LOANS COULD ADVERSELY AFFECT PAYMENTS ON
YOUR CERTIFICATES

     If so provided in the related prospectus supplement, the trust fund for a
particular series of certificates may include mortgage loans that are past due.
In no event will the mortgage loans that are past due comprise 20 percent or
more of the trust fund at the time the mortgage loans are transferred to the
trust fund. None of the mortgage loans will be non-performing (i.e., more than
90 days delinquent or in foreclosure) at the time the mortgage loans are
transferred by the Depositor to a trust fund for a series. If so specified in
the related prospectus supplement, a special servicer may perform the servicing
of delinquent mortgage loans or mortgage loans that become non-performing after
the time they are transferred to a trust fund. Credit support provided with
respect to a particular series of certificates may not cover all losses related
to those delinquent or non-performing mortgage loans. You should consider the
risk that the inclusion of those mortgage loans in the trust fund may adversely
affect the rate of defaults and prepayments on the mortgage assets in the trust
fund and the yield on your certificates of that series. See "Description of the
Trust Funds--Mortgage Loans--General" in this prospectus.


                                       20


                         DESCRIPTION OF THE TRUST FUNDS

GENERAL

     The primary assets of each trust fund will consist of:

     1.   various types of multifamily or commercial mortgage loans,

     2.   mortgage participations, pass-through certificates or other
          mortgage-backed securities ("MBS") that evidence interests in, or that
          are secured by pledges of, one or more of various types of multifamily
          or commercial mortgage loans, or

     3.   a combination of mortgage loans and MBS.

     J.P. Morgan Chase Commercial Mortgage Securities Corp. (the "Depositor")
will establish each trust fund. Each mortgage asset will be selected by the
Depositor for inclusion in a trust fund from among those purchased, either
directly or indirectly, from a prior holder of the mortgage asset (a "Mortgage
Asset Seller"), which prior holder may or may not be the originator of that
mortgage loan or the issuer of that MBS and may be our affiliate. The mortgage
assets will not be guaranteed or insured by the Depositor or any of its
affiliates or, unless otherwise provided in the related prospectus supplement,
by any governmental agency or instrumentality or by any other person. The
discussion under the heading "--Mortgage Loans" below, unless otherwise noted,
applies equally to mortgage loans underlying any MBS included in a particular
trust fund.

MORTGAGE LOANS

     General. The mortgage loans will be evidenced by promissory notes (the
"Mortgage Notes") secured by mortgages, deeds of trust or similar security
instruments (the "Mortgages") that create liens on fee or leasehold estates in
properties (the "Mortgaged Properties") consisting of

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

     o    Office buildings, retail stores and establishments, hotels or motels,
          nursing homes, assisted living facilities, continuum care facilities,
          day care centers, schools, hospitals or other healthcare related
          facilities, mobile home parks, warehouse facilities, mini-warehouse
          facilities, self-storage facilities, distribution centers,
          transportation centers, industrial plants, parking facilities,
          entertainment and/or recreation facilities, mixed use properties
          and/or unimproved land.

     The multifamily properties may include mixed commercial and residential
structures, apartment buildings owned by private cooperative housing
corporations ("Cooperatives"), and shares of the Cooperative allocable to one
or more dwelling units occupied by non-owner tenants or to vacant units. Each
Mortgage will create a first priority or junior priority mortgage lien on a
borrower's fee estate in a Mortgaged Property. If a Mortgage creates a lien on
a borrower's leasehold estate in a property, then, unless otherwise specified
in the related prospectus supplement, the term of that leasehold will exceed
the term of the Mortgage Note by at least two years. Unless otherwise specified
in the related prospectus supplement, a person other than the Depositor will
have originated each mortgage loan, and the originator may be or may have been
an affiliate of the Depositor.

     If so specified in the related prospectus supplement, mortgage assets for
a series of certificates may include mortgage loans made on the security of
real estate projects under construction. In that case, the related prospectus
supplement will describe the procedures and timing for making disbursements
from construction reserve funds as portions of the related real estate project
are completed. In addition, the mortgage assets for a particular series of


                                       21


certificates may include mortgage loans that are delinquent or non-performing
as of the date those certificates are issued. In that case, the related
prospectus supplement will set forth, as to those mortgage loans, available
information as to the period of the delinquency or non-performance of those
loans, any forbearance arrangement then in effect, the condition of the related
Mortgaged Property and the ability of the Mortgaged Property to generate income
to service the mortgage debt.

     Default and Loss Considerations with Respect to the Mortgage Loans.
Mortgage loans secured by liens on income-producing properties are substantially
different from loans made on the security of owner-occupied single-family homes.
The repayment of a loan secured by a lien on an income-producing property is
typically dependent upon the successful operation of that property (that is, its
ability to generate income). Moreover, some or all of the mortgage loans
included in a particular trust fund may be non-recourse loans, which means that,
absent special facts, recourse in the case of default will be limited to the
Mortgaged Property and those other assets, if any, that were pledged to secure
repayment of the mortgage loan.

     Lenders typically look to the Debt Service Coverage Ratio of a loan
secured by income-producing property as an important factor in evaluating the
risk of default on that loan. Unless otherwise defined in the related
prospectus supplement, the "Debt Service Coverage Ratio" of a mortgage loan at
any given time is the ratio of (1) the Net Operating Income derived from the
related Mortgaged Property for a twelve-month period to (2) the annualized
scheduled payments on the mortgage loan and any other loans senior thereto that
are secured by the related Mortgaged Property. Unless otherwise defined in the
related prospectus supplement, "Net Operating Income" means, for any given
period, the total operating revenues derived from a Mortgaged Property during
that period, minus the total operating expenses incurred in respect of that
Mortgaged Property during that period other than:

     o    non-cash items such as depreciation and amortization,

     o    capital expenditures, and

     o    debt service on the related mortgage loan or on any other loans that
          are secured by that Mortgaged Property.

     The Net Operating Income of a Mortgaged Property will fluctuate over time
and may or may not be sufficient to cover debt service on the related mortgage
loan at any given time. As the primary source of the operating revenues of a
non-owner occupied, income-producing property, rental income (and, with respect
to a mortgage loan secured by a Cooperative apartment building, maintenance
payments from tenant-stockholders of a Cooperative) may be affected by the
condition of the applicable real estate market and/or area economy. In
addition, properties typically leased, occupied or used on a short-term basis,
such as certain healthcare-related facilities, hotels and motels, and
mini-warehouse and self-storage facilities, tend to be affected more rapidly by
changes in market or business conditions than do properties typically leased
for longer periods, such as warehouses, retail stores, office buildings and
industrial plants. Commercial properties may be owner-occupied or leased to a
small number of tenants. Thus, the Net Operating Income of a commercial
property may depend substantially on the financial condition of the borrower or
a tenant, and mortgage loans secured by liens on those properties may pose
greater risks than loans secured by liens on multifamily properties or on
multi-tenant commercial properties.

     Increases in operating expenses due to the general economic climate or
economic conditions in a locality or industry segment, such as increases in
interest rates, real estate tax rates, energy costs, labor costs and other
operating expenses, and/or to changes in governmental rules, regulations and
fiscal policies, may also affect the risk of default on a mortgage loan. As may
be further described in the related prospectus supplement, in some cases leases
of Mortgaged Properties may provide that the lessee, rather than the
borrower/landlord, is responsible for payment of operating expenses ("Net
Leases"). However, the existence of these "net of expense"


                                       22


provisions will result in stable Net Operating Income to the borrower/landlord
only to the extent that the lessee is able to absorb operating expense
increases while continuing to make rent payments.

     Lenders also look to the Loan-to-Value Ratio of a mortgage loan as a
factor in evaluating risk of loss if a property must be liquidated following a
default. Unless otherwise defined in the related prospectus supplement, the
"Loan-to-Value Ratio" of a mortgage loan at any given time is the ratio
(expressed as a percentage) of

     o    the then outstanding principal balance of the mortgage loan and any
          other loans senior thereto that are secured by the related Mortgaged
          Property to

     o    the Value of the related Mortgaged Property.

     The "Value" of a Mortgaged Property is generally its fair market value
determined in an appraisal obtained by the originator at the origination of
that loan. The lower the Loan-to-Value Ratio, the greater the percentage of the
borrower's equity in a Mortgaged Property, and thus

     (a)  the greater the incentive of the borrower to perform under the terms
          of the related mortgage loan (in order to protect its equity); and

     (b)  the greater the cushion provided to the lender against loss on
          liquidation following a default.

     Loan-to-Value Ratios will not necessarily constitute an accurate measure
of the risk of liquidation loss in a pool of mortgage loans. For example, the
value of a Mortgaged Property as of the date of initial issuance of the related
series of certificates may be less than the Value determined at loan
origination, and will likely continue to fluctuate from time to time based upon
changes in economic conditions, the real estate market and other factors
described in this prospectus. Moreover, even when current, an appraisal is not
necessarily a reliable estimate of value. Appraised values of income-producing
properties are generally based on:

     o    the market comparison method (which compares recent resale value of
          comparable properties at the date of the appraisal),

     o    the cost replacement method which calculates the cost of replacing the
          property at that date,

     o    the income capitalization method which projects value based upon the
          property's projected net cash flow, or

     o    upon a selection from or interpolation of the values derived from
          those methods.

     Each of these appraisal methods can present analytical difficulties. It is
often difficult to find truly comparable properties that have recently been
sold; the replacement cost of a property may have little to do with its current
market value; and income capitalization is inherently based on inexact
projections of income and expense and the selection of an appropriate
capitalization rate and discount rate. Where more than one of these appraisal
methods are used and provide significantly different results, an accurate
determination of value and, correspondingly, a reliable analysis of default and
loss risks, is even more difficult.

     While we believe that the foregoing considerations are important factors
that generally distinguish loans secured by liens on income-producing real
estate from single-family mortgage loans, we cannot assure you that all of
these factors will in fact have been prudently considered by the originators of
the mortgage loans, or that, for a particular mortgage loan, they are complete
or relevant. See "Risk Factors--Commercial and Multifamily Mortgage Loans Have
Risks That May Affect Payments on Your Certificates" and "--Borrowers May Be
Unable to Make Balloon Payments" in this prospectus.

     Payment Provisions of the Mortgage Loans. In general, each mortgage loan:

     o    will provide for scheduled payments of principal, interest or both, to
          be made on specified dates ("Due Dates") that occur monthly,
          quarterly, semi-annually or annually,


                                       23


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

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

     o    may be fully amortizing or partially amortizing or non-amortizing,
          with a balloon payment due on its stated maturity date, and

     o    may prohibit over its term or for a certain period prepayments (the
          period of that prohibition, a "Lock-out Period" and its date of
          expiration, a "Lock-out Date") and/or require payment of a premium or
          a yield maintenance penalty (a "Prepayment Premium") in connection
          with certain prepayments, in each case as described in the related
          prospectus supplement.

     A mortgage loan may also contain a provision that entitles the lender to a
share of appreciation of the related Mortgaged Property, or profits realized
from the operation or disposition of that Mortgaged Property or the benefit, if
any, resulting from the refinancing of the mortgage loan (this provision, an
"Equity Participation"), as described in the related prospectus supplement. If
holders of any class or classes of offered certificates of a series will be
entitled to all or a portion of an Equity Participation in addition to payments
of interest on and/or principal of those offered certificates, the related
prospectus supplement will describe the Equity Participation and the method or
methods by which distributions will be made to holders of those certificates.

     Mortgage Loan Information in Prospectus Supplements. Each prospectus
supplement will contain certain information pertaining to the mortgage loans in
the related trust fund, which will generally be current as of a date specified
in the related prospectus supplement and which, to the extent then applicable
and specifically known to the Depositor, will include the following:

     o    the aggregate outstanding principal balance and the largest, smallest
          and average outstanding principal balance of the mortgage loans,

     o    the type or types of property that provide security for repayment of
          the mortgage loans,

     o    the earliest and latest origination date and maturity date of the
          mortgage loans,

     o    the original and remaining terms to maturity of the mortgage loans, or
          the respective ranges of remaining terms to maturity, and the weighted
          average original and remaining terms to maturity of the mortgage
          loans,

     o    the original Loan-to-Value Ratios of the mortgage loans, or the range
          of the Loan-to-Value Ratios, and the weighted average original
          Loan-to-Value Ratio of the mortgage loans,

     o    the interest rates borne by the mortgage loans, or range of the
          interest rates, and the weighted average interest rate borne by the
          mortgage loans,

     o    with respect to mortgage loans with adjustable mortgage interest rates
          ("ARM Loans"), the index or indices upon which those adjustments are
          based, the adjustment dates, the range of gross margins and the
          weighted average gross margin, and any limits on mortgage interest
          rate adjustments at the time of any adjustment and over the life of
          the ARM Loan,

     o    information regarding the payment characteristics of the mortgage
          loans, including, without limitation, balloon payment and other
          amortization provisions, Lock-out Periods and Prepayment Premiums,


                                       24


     o    the Debt Service Coverage Ratios of the mortgage loans (either at
          origination or as of a more recent date), or the range of the Debt
          Service Coverage Ratios, and the weighted average of the Debt Service
          Coverage Ratios, and

     o    the geographic distribution of the Mortgaged Properties on a
          state-by-state basis.

     In appropriate cases, the related prospectus supplement will also contain
certain information available to the Depositor that pertains to the provisions
of leases and the nature of tenants of the Mortgaged Properties. If we are
unable to tabulate the specific information described above at the time offered
certificates of a series are initially offered, we will provide more general
information of the nature described above in the related prospectus supplement,
and specific information will be set forth in a report which we will make
available to purchasers of those certificates at or before the initial issuance
of the certificates and will be filed as part of a Current Report on Form 8-K
with the Securities and Exchange Commission ("SEC") within fifteen days
following that issuance.

MBS

     MBS may include:

     o    private (that is, not guaranteed or insured by the United States or
          any agency or instrumentality of the United States) mortgage
          participations, mortgage pass-through certificates or other
          mortgage-backed securities or

     o    certificates insured or guaranteed by the Federal Home Loan Mortgage
          Corporation ("FHLMC"), the Federal National Mortgage Association
          ("FNMA"), the Governmental National Mortgage Association ("GNMA") or
          the Federal Agricultural Mortgage Corporation ("FAMC") provided that,
          unless otherwise specified in the related prospectus supplement, each
          MBS will evidence an interest in, or will be secured by a pledge of,
          mortgage loans that conform to the descriptions of the mortgage loans
          contained in this prospectus.

     Any MBS will have been issued pursuant to a participation and servicing
agreement, a pooling and servicing agreement, an indenture or similar agreement
(an "MBS Agreement"). The issuer of the MBS (the "MBS Issuer") and/or the
servicer of the underlying mortgage loans (the "MBS Servicer") will have
entered into the MBS Agreement, generally with a trustee (the "MBS Trustee")
or, in the alternative, with the original purchaser or purchasers of the MBS.

     The MBS may have been issued in one or more classes with characteristics
similar to the classes of certificates described in this prospectus. The MBS
Issuer, the MBS Servicer or the MBS Trustee will make distributions in respect
of the MBS on the dates specified in the related prospectus supplement. The MBS
Issuer or the MBS Servicer or another person specified in the related
prospectus supplement may have the right or obligation to repurchase or
substitute assets underlying the MBS after a certain date or under other
circumstances specified in the related prospectus supplement.

     Reserve funds, subordination or other credit support similar to that
described for the certificates under "Description of Credit Support" may have
been provided with respect to the MBS. The type, characteristics and amount of
credit support, if any, will be a function of the characteristics of the
underlying mortgage loans and other factors and generally will have been
established on the basis of the requirements of any rating agency that may have
assigned a rating to the MBS, or by the initial purchasers of the MBS.

     The prospectus supplement for a series of certificates that evidence
interests in MBS will specify, to the extent available:

     o    the aggregate approximate initial and outstanding principal amount 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,

                                       25


     o    the pass-through or bond rate of the MBS or the formula for
          determining the rates,

     o    the payment characteristics of the MBS,

     o    the MBS Issuer, MBS Servicer and MBS Trustee, as applicable,

     o    a description of the credit support, if any,

     o    the circumstances under which the related underlying mortgage loans,
          or the MBS themselves, may be purchased prior to their maturity,

     o    the terms on which mortgage loans may be substituted for those
          originally underlying the MBS,

     o    the type of mortgage loans underlying the MBS and, to the extent
          available to the Depositor and appropriate under the circumstances,
          the other information in respect of the underlying mortgage loans
          described under "--Mortgage Loans--Mortgage Loan Information in
          Prospectus Supplements" above, and

     o    the characteristics of any cash flow agreements that relate to the
          MBS.

CERTIFICATE ACCOUNTS

     Each trust fund will include one or more certificate 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 that prospectus supplement, deposit all
payments and collections received or advanced with respect to the mortgage
assets and other assets in the trust fund. A certificate account may be
maintained as an interest bearing or a non-interest bearing account, and funds
held in a certificate account may be held as cash or invested in certain
obligations acceptable to each rating agency rating one or more classes of the
related series of offered certificates.

CREDIT SUPPORT

     If so provided in the prospectus supplement for a series of certificates,
partial or full protection against certain defaults and losses on the mortgage
assets in the related trust fund may be provided to one or more classes of
certificates of that series in the form of subordination of one or more other
classes of certificates of that series or by one or more other types of credit
support, such as letters of credit, overcollateralization, insurance policies,
guarantees, surety bonds or reserve funds, or a combination of them. The amount
and types of credit support, the identification of the entity providing it (if
applicable) and related information with respect to each type of credit
support, if any, will be set forth in the prospectus supplement for a series of
certificates. See "Risk Factors--Credit Support May Not Cover Losses" and
"Description of Credit Support" in this prospectus.

CASH FLOW AGREEMENTS

     If so provided in the prospectus supplement for a series of certificates,
the related trust fund may include guaranteed investment contracts pursuant to
which moneys held in the funds and accounts established for those series will
be invested at a specified rate. The trust fund may also include interest rate
exchange agreements, interest rate cap or floor agreements, or currency
exchange agreements, which agreements are designed to reduce the effects of
interest rate or currency exchange rate fluctuations on the mortgage assets on
one or more classes of certificates. The principal terms of a guaranteed
investment contract or other agreement (any of these agreements, a "Cash Flow
Agreement"), and the identity of the Cash Flow Agreement obligor, will be
described in the prospectus supplement for a series of certificates.


                                       26


                       YIELD AND MATURITY CONSIDERATIONS

GENERAL

     The yield on any offered certificate will depend on the price you paid,
the fixed, variable or adjustable pass-through interest rate of the certificate
and the amount and timing of distributions on the certificate. See "Risk
Factors--Prepayments of the Mortgage Assets Will Affect the Timing of Your Cash
Flow and May Affect Your Yield" in this prospectus. The following discussion
contemplates a trust fund that consists solely of mortgage loans. While the
characteristics and behavior of mortgage loans underlying an MBS can generally
be expected to have the same effect on the yield to maturity and/or weighted
average life of a class of certificates as will the characteristics and
behavior of comparable mortgage loans, the effect may differ due to the payment
characteristics of the MBS. If a trust fund includes MBS, the related
prospectus supplement will discuss the effect that the MBS payment
characteristics may have on the yield to maturity and weighted average lives of
the offered certificates of the related series.

PASS-THROUGH RATE

     The certificates of any class within a series may have a fixed, variable
or adjustable pass-through interest rate, which may or may not be based upon
the interest rates borne by the mortgage loans in the related trust fund. The
prospectus supplement with respect to any series of certificates will specify
the pass-through interest rate for each class of offered certificates of that
series or, in the case of a class of offered certificates with a variable or
adjustable pass-through interest rate, the method of determining the
pass-through interest rate; the effect, if any, of the prepayment of any
mortgage loan on the pass-through interest rate of one or more classes of
offered certificates; and whether the distributions of interest on the offered
certificates of any class will be dependent, in whole or in part, on the
performance of any obligor under a Cash Flow Agreement.

PAYMENT DELAYS

     With respect to any series of certificates, a period of time will elapse
between the date upon which payments on the mortgage loans in the related trust
fund are due and the distribution date on which those payments are passed
through to certificateholders. That delay will effectively reduce the yield
that would otherwise be produced if payments on those mortgage loans were
distributed to certificateholders on or near the date they were due.

CERTAIN SHORTFALLS IN COLLECTIONS OF INTEREST

     When a principal prepayment in full or in part is made on a mortgage loan,
the borrower is generally charged interest on the amount of that prepayment
only through the date of prepayment, instead of through the Due Date for the
next succeeding scheduled payment. However, interest accrued on any series of
certificates and distributable on them on any distribution date will generally
correspond to interest accrued on the mortgage loans to their respective Due
Dates during the related Due Period. Unless otherwise specified in the
prospectus supplement for a series of certificates, a "Due Period" is a
specified time period generally corresponding in length to the time period
between distribution dates, and all scheduled payments on the mortgage loans in
the related trust fund that are due during a given Due Period will, to the
extent received by a specified date (the "Determination Date") or otherwise
advanced by the related master servicer or other specified person, be
distributed to the holders of the certificates of that series on the next
succeeding distribution date. Consequently, if a prepayment on any mortgage
loan is distributable to certificateholders on a particular distribution date,
but that prepayment is not accompanied by interest on it to the Due Date for
that mortgage loan in the related Due Period, then the interest charged to the
borrower (net of servicing and administrative fees) may be less (that
shortfall, a "Prepayment Interest Shortfall") than the corresponding amount of
interest accrued and otherwise payable on the certificates of the


                                       27


related series. If that shortfall is allocated to a class of offered
certificates, their yield will be adversely affected. The prospectus supplement
for each series of certificates will describe the manner in which those
shortfalls will be allocated among the classes of those certificates. If so
specified in the prospectus supplement for a series of certificates, the master
servicer for that series will be required to apply some or all of its servicing
compensation for the corresponding period to offset the amount of those
shortfalls. The related prospectus supplement will also describe any other
amounts available to offset those shortfalls. See "Description of the Pooling
Agreements--Servicing Compensation and Payment of Expenses" in this prospectus.

YIELD AND PREPAYMENT CONSIDERATIONS

     A certificate's yield to maturity will be affected by the rate of
principal payments on the mortgage loans in the related trust fund and the
allocation of principal to reduce the principal balance (or notional amount, if
applicable) of that certificate. The rate of principal payments on the mortgage
loans in any trust fund will in turn be affected by the amortization schedules
of the mortgage loans (which, in the case of ARM Loans, may change periodically
to accommodate adjustments to their mortgage interest rates), the dates on
which any balloon payments are due, and the rate of principal prepayments on
them (including for this purpose, prepayments resulting from liquidations of
mortgage loans due to defaults, casualties or condemnations affecting the
Mortgaged Properties, or purchases of mortgage loans out of the related trust
fund). Because the rate of principal prepayments on the mortgage loans in any
trust fund will depend on future events and a variety of factors (as described
more fully below), we cannot assure you as to that rate.

     The extent to which the yield to maturity of a class of offered
certificates of any series may vary from the anticipated yield will depend upon
the degree to which they are purchased at a discount or premium and when, and
to what degree, payments of principal on the mortgage loans in the related
trust fund are in turn distributed on those certificates, or, in the case of a
class of interest-only certificates, result in the reduction of its notional
amount. An investor should consider, in the case of any offered certificate
purchased at a discount, the risk that a slower than anticipated rate of
principal payments on the mortgage loans in the related trust fund could result
in an actual yield to that investor that is lower than the anticipated yield
and, in the case of any offered certificate purchased at a premium, the risk
that a faster than anticipated rate of principal payments on those mortgage
loans could result in an actual yield to that investor that is lower than the
anticipated yield. In addition, if an investor purchases an offered certificate
at a discount (or premium), and principal payments are made in reduction of the
principal balance or notional amount of that investor's offered certificates at
a rate slower (or faster) than the rate anticipated by the investor during any
particular period, the consequent adverse effects on that investor's yield
would not be fully offset by a subsequent like increase (or decrease) in the
rate of principal payments.

     A class of certificates, including a class of offered certificates, may
provide that on any distribution date the holders of those certificates are
entitled to a pro rata share of the prepayments on the mortgage loans in the
related trust fund that are distributable on that date, to a disproportionately
large share (which, in some cases, may be all) of those prepayments, or to a
disproportionately small share (which, in some cases, may be none) of those
prepayments. As described in the related prospectus supplement, the respective
entitlements of the various classes of certificates of any series to receive
distributions in respect of payments (and, in particular, prepayments) of
principal of the mortgage loans in the related trust fund may vary based on the
occurrence of certain events, such as, the retirement of one or more classes of
certificates of that series, or subject to certain contingencies, such as,
prepayment and default rates with respect to those mortgage loans.

     In general, the notional amount of a class of interest-only certificates
will either (1) be based on the principal balances of some or all of the
mortgage assets in the related trust fund or (2) equal the principal balances
of one or more of the other classes of certificates of the same series.
Accordingly, the yield on those interest-only certificates will be inversely
related to the rate


                                       28


at which payments and other collections of principal are received on those
mortgage assets or distributions are made in reduction of the principal
balances of those classes of certificates, as the case may be.

     Consistent with the foregoing, if a class of certificates of any series
consists of interest-only certificates or principal-only certificates, a lower
than anticipated rate of principal prepayments on the mortgage loans in the
related trust fund will negatively affect the yield to investors in
principal-only certificates, and a higher than anticipated rate of principal
prepayments on those mortgage loans will negatively affect the yield to
investors in interest-only certificates. If the offered certificates of a
series include those certificates, the related prospectus supplement will
include a table showing the effect of various assumed levels of prepayment on
yields on those certificates. Those tables will be intended to illustrate the
sensitivity of yields to various assumed prepayment rates and will not be
intended to predict, or to provide information that will enable investors to
predict, yields or prepayment rates.

     We are not aware of any relevant publicly available or authoritative
statistics with respect to the historical prepayment experience of a group of
multifamily or commercial mortgage loans. However, the extent of prepayments of
principal of the mortgage loans in any trust fund may be affected by factors
such as:

     o    the availability of mortgage credit,

     o    the relative economic vitality of the area in which the Mortgaged
          Properties are located,

     o    the quality of management of the Mortgaged Properties,

     o    the servicing of the mortgage loans,

     o    possible changes in tax laws and other opportunities for investment,

     o    the existence of Lock-out Periods,

     o    requirements that principal prepayments be accompanied by Prepayment
          Premiums, and

     o    by the extent to which these provisions may be practicably enforced.

     The rate of prepayment on a pool of mortgage loans is also affected by
prevailing market interest rates for mortgage loans of a comparable type, term
and risk level. When the prevailing market interest rate is below a mortgage
loan's interest rate, a borrower may have an increased incentive to refinance
its mortgage loan. Even in the case of ARM Loans, as prevailing market interest
rates decline, and without regard to whether the mortgage interest rates on the
ARM Loans decline in a manner consistent therewith, the related borrowers may
have an increased incentive to refinance for purposes of either (1) converting
to a fixed rate loan and thereby "locking in" that rate or (2) taking advantage
of a different index, margin or rate cap or floor on another adjustable rate
mortgage loan.

     Depending on prevailing market interest rates, the outlook for market
interest rates and economic conditions generally, some borrowers may sell
Mortgaged Properties in order to realize their equity in the Mortgaged
Properties, to meet cash flow needs or to make other investments. In addition,
some borrowers may be motivated by federal and state tax laws (which are
subject to change) to sell Mortgaged Properties prior to the exhaustion of tax
depreciation benefits. We will make no representation as to the particular
factors that will affect the prepayment of the mortgage loans in any trust
fund, as to the relative importance of those factors, as to the percentage of
the principal balance of the mortgage loans that will be paid as of any date or
as to the overall rate of prepayment on the mortgage loans.

WEIGHTED AVERAGE LIFE AND MATURITY

     The rate at which principal payments are received on the mortgage loans in
any trust fund will affect the ultimate maturity and the weighted average life
of one or more classes of the certificates of that series. Weighted average
life refers to the average amount of time that will


                                       29


elapse from the date of issuance of an instrument until each dollar allocable
as principal of that instrument is repaid to the investor.

     The weighted average life and maturity of a class of certificates of any
series will be influenced by the rate at which principal on the related
mortgage loans, whether in the form of scheduled amortization or prepayments
(for this purpose, the term "prepayment" includes voluntary prepayments,
liquidations due to default and purchases of mortgage loans out of the related
trust fund), is paid to that class. Prepayment rates on loans are commonly
measured relative to a prepayment standard or model, such as the Constant
Prepayment Rate ("CPR") prepayment model or the Standard Prepayment Assumption
("SPA") prepayment model. CPR represents an assumed constant rate of prepayment
each month (expressed as an annual percentage) relative to the then outstanding
principal balance of a pool of loans for the life of those loans. SPA
represents an assumed variable rate of prepayment each month (expressed as an
annual percentage) relative to the then outstanding principal balance of a pool
of loans, with different prepayment assumptions often expressed as percentages
of SPA. For example, a prepayment assumption of 100% of SPA assumes prepayment
rates of 0.2% per annum of the then outstanding principal balance of the loans
in the first month of the life of the loans and an additional 0.2% per annum in
each month thereafter until the thirtieth month. Beginning in the thirtieth
month, and in each month thereafter during the life of the loans, 100% of SPA
assumes a constant prepayment rate of 6% per annum each month.

     Neither CPR nor SPA nor any other prepayment model or assumption purports
to be a historical description of prepayment experience or a prediction of the
anticipated rate of prepayment of any particular pool of loans. Moreover, the
CPR and SPA models were developed based upon historical prepayment experience
for single-family loans. Thus, it is unlikely that the prepayment experience of
the mortgage loans included in any trust fund will conform to any particular
level of CPR or SPA.

     The prospectus supplement with respect to each series of certificates will
contain tables, if applicable, setting forth the projected weighted average
life of each class of offered certificates of those series and the percentage
of the initial principal balance of each class that would be outstanding on
specified distribution dates based on the assumptions stated in that prospectus
supplement, including assumptions that prepayments on the related mortgage
loans are made at rates corresponding to various percentages of CPR or SPA, or
at other rates specified in that prospectus supplement. Those tables and
assumptions will illustrate the sensitivity of the weighted average lives of
the certificates to various assumed prepayment rates and will not be intended
to predict, or to provide information that will enable investors to predict,
the actual weighted average lives of the certificates.

CONTROLLED AMORTIZATION CLASSES AND COMPANION CLASSES

     A series of certificates may include one or more controlled amortization
classes, which will entitle the holders of those certificates to receive
principal distributions according to a specified principal payment schedule,
which schedule is supported by creating priorities, as described in the related
prospectus supplement, to receive principal payments from the mortgage loans in
the related trust fund. Unless otherwise specified in the related prospectus
supplement, each controlled amortization class will either be a planned
amortization class or a targeted amortization class. In general, a planned
amortization class has a "prepayment collar," that is, a range of prepayment
rates that can be sustained without disruption, that determines the principal
cash flow of those certificates. That prepayment collar is not static, and may
expand or contract after the issuance of the planned amortization class
depending on the actual prepayment experience for the underlying mortgage
loans. Distributions of principal on a planned amortization class would be made
in accordance with the specified schedule so long as prepayments on the
underlying mortgage loans remain at a relatively constant rate within the
prepayment collar and, as described below, companion classes exist to absorb
"excesses" or "shortfalls" in principal payments on the underlying mortgage
loans. If the rate of prepayment on the underlying mortgage loans from time to
time falls outside the prepayment collar, or


                                       30


fluctuates significantly within the prepayment collar, especially for any
extended period of time, that event may have material consequences in respect
of the anticipated weighted average life and maturity for a planned
amortization class. A targeted amortization class is structured so that
principal distributions generally will be payable on it in accordance with its
specified principal payments schedule so long as the rate of prepayments on the
related mortgage assets remains relatively constant at the particular rate used
in establishing that schedule. A targeted amortization class will generally
afford the holders of those certificates some protection against early
retirement or some protection against an extended average life, but not both.

     Although prepayment risk cannot be eliminated entirely for any class of
certificates, a controlled amortization class will generally provide a
relatively stable cash flow so long as the actual rate of prepayment on the
mortgage loans in the related trust fund remains relatively constant at the
rate, or within the range of rates, of prepayment used to establish the
specific principal payment schedule for those certificates. Prepayment risk
with respect to a given pool of mortgage assets does not disappear, however,
and the stability afforded to a controlled amortization class comes at the
expense of one or more companion classes of the same series, any of which
companion classes may also be a class of offered certificates. In general, and
as more particularly described in the related prospectus supplement, a
companion class will entitle the holders of those certificates to a
disproportionately large share of prepayments on the mortgage loans in the
related trust fund when the rate of prepayment is relatively fast, and will
entitle the holders of those certificates to a disproportionately small share
of prepayments on the mortgage loans in the related trust fund when the rate of
prepayment is relatively slow. A class of certificates that entitles the
holders of those certificates to a disproportionately large share of the
prepayments on the mortgage loans in the related trust fund enhances the risk
of early retirement of that class, or call risk, if the rate of prepayment is
relatively fast; while a class of certificates that entitles the holders of
those certificates to a disproportionately small share of the prepayments on
the mortgage loans in the related trust fund enhances the risk of an extended
average life of that class, or extension risk, if the rate of prepayment is
relatively slow. Thus, as described in the related prospectus supplement, a
companion class absorbs some (but not all) of the "call risk" and/or "extension
risk" that would otherwise belong to the related controlled amortization class
if all payments of principal of the mortgage loans in the related trust fund
were allocated on a pro rata basis.

OTHER FACTORS AFFECTING YIELD, WEIGHTED AVERAGE LIFE AND MATURITY

     Balloon Payments; Extensions of Maturity. Some or all of the mortgage
loans included in a particular trust fund may require that balloon payments be
made at maturity. Because the ability of a borrower to make a balloon payment
typically will depend upon its ability either to refinance the loan or to sell
the related Mortgaged Property, there is a risk that mortgage loans that
require balloon payments may default at maturity, or that the maturity of that
mortgage loan may be extended in connection with a workout. In the case of
defaults, recovery of proceeds may be delayed by, among other things,
bankruptcy of the borrower or adverse conditions in the market where the
property is located. In order to minimize losses on defaulted mortgage loans,
the master servicer or a special servicer, to the extent and under the
circumstances set forth in this prospectus and in the related prospectus
supplement, may be authorized to modify mortgage loans that are in default or
as to which a payment default is imminent. Any defaulted balloon payment or
modification that extends the maturity of a mortgage loan may delay
distributions of principal on a class of offered certificates and thereby
extend the weighted average life of your certificates and, if those
certificates were purchased at a discount, reduce your yield.

     Negative Amortization. The weighted average life of a class of
certificates can be affected by mortgage loans that permit negative
amortization to occur. A mortgage loan that provides for the payment of
interest calculated at a rate lower than the rate at which interest accrues on
it would be expected during a period of increasing interest rates to amortize
at a slower rate (and perhaps not at all) than if interest rates were declining
or were remaining constant. This slower


                                       31


rate of mortgage loan amortization would correspondingly be reflected in a
slower rate of amortization for one or more classes of certificates of the
related series. In addition, negative amortization on one or more mortgage
loans in any trust fund may result in negative amortization on the certificates
of the related series. The related prospectus supplement will describe, if
applicable, the manner in which negative amortization in respect of the
mortgage loans in any trust fund is allocated among the respective classes of
certificates of the related series. The portion of any mortgage loan negative
amortization allocated to a class of certificates may result in a deferral of
some or all of the interest payable on them, which deferred interest may be
added to the principal balance of the certificates. Accordingly, the weighted
average lives of mortgage loans that permit negative amortization and that of
the classes of certificates to which the negative amortization would be
allocated or that would bear the effects of a slower rate of amortization on
those mortgage loans, may increase as a result of that feature.

     Negative amortization also may occur in respect of an ARM Loan that limits
the amount by which its scheduled payment may adjust in response to a change in
its mortgage interest rate, provides that its scheduled payment will adjust
less frequently than its mortgage interest rate or provides for constant
scheduled payments notwithstanding adjustments to its mortgage interest rate.
Accordingly, during a period of declining interest rates, the scheduled payment
on that mortgage loan may exceed the amount necessary to amortize the loan
fully over its remaining amortization schedule and pay interest at the then
applicable mortgage interest rate, thereby resulting in the accelerated
amortization of that mortgage loan. This acceleration in amortization of its
principal balance will shorten the weighted average life of that mortgage loan
and, correspondingly, the weighted average lives of those classes of
certificates entitled to a portion of the principal payments on that mortgage
loan.

     The extent to which the yield on any offered certificate will be affected
by the inclusion in the related trust fund of mortgage loans that permit
negative amortization, will depend upon (1) whether that offered certificate
was purchased at a premium or a discount and (2) the extent to which the
payment characteristics of those mortgage loans delay or accelerate the
distributions of principal on that certificate or, in the case of an
interest-only certificate, delay or accelerate the amortization of the notional
amount of that certificate. See "--Yield and Prepayment Considerations" above.

     Foreclosures and Payment Plans. The number of foreclosures and the
principal amount of the mortgage loans that are foreclosed in relation to the
number and principal amount of mortgage loans that are repaid in accordance
with their terms will affect the weighted average lives of those mortgage loans
and, accordingly, the weighted average lives of and yields on the certificates
of the related series. Servicing decisions made with respect to the mortgage
loans, including the use of payment plans prior to a demand for acceleration
and the restructuring of mortgage loans in bankruptcy proceedings, may also
have an effect upon the payment patterns of particular mortgage loans and thus
the weighted average lives of and yields on the certificates of the related
series.

     Losses and Shortfalls on the Mortgage Assets. The yield on your
certificates will directly depend on the extent to which you are required to
bear the effects of any losses or shortfalls in collections arising out of
defaults on the mortgage loans in the related trust fund and the timing of
those losses and shortfalls. In general, the earlier that any loss or shortfall
occurs, the greater will be the negative effect on yield for any class of
certificates that is required to bear the effects of the shortfall.

     The amount of any losses or shortfalls in collections on the mortgage
assets in any trust fund, to the extent not covered or offset by draws on any
reserve fund or under any instrument of credit support, will be allocated among
the respective classes of certificates of the related series in the priority
and manner, and subject to the limitations, specified in the related prospectus
supplement. As described in the related prospectus supplement, those
allocations may be effected by a reduction in the entitlements to interest
and/or principal balances of one or more classes of certificates, or by
establishing a priority of payments among those classes of certificates.


                                       32


     The yield to maturity on a class of Subordinate Certificates may be
extremely sensitive to losses and shortfalls in collections on the mortgage
loans in the related trust fund.

     Additional Certificate Amortization. In addition to entitling the holders
of one or more classes of a series of certificates to a specified portion,
which may during specified periods range from none to all, of the principal
payments received on the mortgage assets in the related trust fund, one or more
classes of certificates of any series, including one or more classes of offered
certificates of those series, may provide for distributions of principal of
those certificates from:

     1.   amounts attributable to interest accrued but not currently
          distributable on one or more classes of accrual certificates,

     2.   Excess Funds, or

     3.   any other amounts described in the related prospectus supplement.

     Unless otherwise specified in the related prospectus supplement, "Excess
Funds" will, in general, represent that portion of the amounts distributable in
respect of the certificates of any series on any distribution date that
represent (1) interest received or advanced on the mortgage assets in the
related trust fund that is in excess of the interest currently accrued on the
certificates of that series, or (2) Prepayment Premiums, payments from Equity
Participations or any other amounts received on the mortgage assets in the
related trust fund that do not constitute interest on, or principal of, those
certificates.

     The amortization of any class of certificates out of the sources described
in the preceding paragraph would shorten the weighted average life of those
certificates and, if those certificates were purchased at a premium, reduce the
yield on those certificates. The related prospectus supplement will discuss the
relevant factors to be considered in determining whether distributions of
principal of any class of certificates out of those sources would have any
material effect on the rate at which those certificates are amortized.

     Optional Early Termination. If so specified in the related prospectus
supplement, a series of certificates may be subject to optional early
termination through the repurchase of the mortgage assets in the related trust
fund by the party or parties specified in the related 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 principal balance of a specified class or classes of
certificates by a specified percentage or amount, the specified party may be
authorized or required to solicit bids for the purchase of all of the mortgage
assets of the related trust fund, or of a sufficient portion of those mortgage
assets to retire that class or classes, as set forth in the related prospectus
supplement. In the absence of other factors, any early retirement of a class of
offered certificates would shorten the weighted average life of those
certificates and, if those certificates were purchased at premium, reduce the
yield on those certificates.

                                 THE DEPOSITOR

     J.P. Morgan Chase Commercial Mortgage Securities Corp., the Depositor, is
a Delaware corporation organized on September 19, 1994. The Depositor is a
wholly owned subsidiary of JPMorgan Chase Bank, N.A., a national banking
association, which is a wholly owned subsidiary of JPMorgan Chase & Co., a
Delaware corporation. The Depositor maintains its principal office at 270 Park
Avenue, New York, New York 10017. Its telephone number is (212) 834-9280. The
Depositor does not have, nor is it expected in the future to have, any
significant assets.


                                       33


                                USE OF PROCEEDS

     We will apply the net proceeds to be received from the sale of the
certificates of any series to the purchase of trust assets or use the net
proceeds for general corporate purposes. We expect to sell the certificates
from time to time, but the timing and amount of offerings of certificates will
depend on a number of factors, including the volume of mortgage assets we have
acquired, prevailing interest rates, availability of funds and general market
conditions.

                        DESCRIPTION OF THE CERTIFICATES

GENERAL

     Each series of certificates will represent the entire beneficial ownership
interest in a trust fund. As described in the related prospectus supplement,
the certificates of each series, including the offered certificates of that
series, may consist of one or more classes of certificates that, among other
things:

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

     o    are senior (collectively, "Senior Certificates") or subordinate
          (collectively, "Subordinate Certificates") to one or more other
          classes of certificates in entitlement to certain distributions on the
          certificates;

     o    are principal-only certificates entitled to distributions of
          principal, with disproportionately small, nominal or no distributions
          of interest;

     o    are interest-only certificates entitled to distributions of interest,
          with disproportionately small, nominal or no distributions of
          principal;

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

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

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

     o    provide for distributions based on collections of Prepayment Premiums
          and Equity Participations on the mortgage assets in the related trust
          fund.

     Each class of offered certificates of a series will be issued in minimum
denominations corresponding to the principal balances or, in case of certain
classes of interest-only certificates or residual certificates, notional
amounts or percentage interests, specified in the related prospectus
supplement. As provided in the related prospectus supplement, one or more
classes of offered certificates of any series may be issued in fully
registered, definitive form (those certificates, "Definitive Certificates") or
may be offered in book-entry format (those certificates, "Book-Entry
Certificates") through the facilities of The Depository Trust Company ("DTC").
The offered certificates of each series (if issued as Definitive Certificates)
may be transferred or exchanged, subject to any restrictions on transfer
described in the related prospectus supplement, at the location specified in
the related prospectus supplement, without the payment of any service charges,
other than any tax or other governmental charge payable in connection
therewith. Interests in a class of Book-Entry Certificates will be transferred
on the book-entry records of DTC and its participating organizations. See "Risk
Factors--Your Ability to Resell Certificates May Be Limited Because of Their
Characteristics" and "--Book-Entry System for Certain Classes May Decrease
Liquidity and Delay Payment" in this prospectus.


                                       34


DISTRIBUTIONS

     Distributions on the certificates of each series will be made on each
distribution date as specified in the related prospectus supplement from the
Available Distribution Amount for that series and that distribution date.
Unless otherwise provided in the related prospectus supplement, the "Available
Distribution Amount" for any series of certificates and any distribution date
will refer to the total of all payments or other collections on or in respect
of the mortgage assets and any other assets included in the related trust fund
that are available for distribution to the holders of certificates of that
series on that date. The particular components of the Available Distribution
Amount for any series on each distribution date will be more specifically
described in the related prospectus supplement.

     Except as otherwise specified in the related prospectus supplement,
distributions on the certificates of each series, other than the final
distribution in retirement of that certificate, will be made to the persons in
whose names those certificates are registered at the close of business on the
last business day of the month preceding the month in which the applicable
distribution date occurs (the "Record Date"), and the amount of each
distribution will be determined as of the close of business on the
Determination 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 that
class. Payments will be made either by wire transfer in immediately available
funds to your account at a bank or other entity having appropriate facilities
for the transfer, if you have provided the person required to make those
payments with wiring instructions no later than the date specified in the
related prospectus supplement (and, if so provided in the related prospectus
supplement, that you hold certificates in the amount or denomination specified
in the prospectus supplement), or by check mailed to the address of that
certificateholder as it appears on the certificate register; provided, however,
that the final distribution in retirement of any class of certificates (whether
Definitive Certificates or Book-Entry Certificates) will be made only upon
presentation and surrender of those certificates at the location specified in
the notice to certificateholders of the final distribution.

DISTRIBUTIONS OF INTEREST ON THE CERTIFICATES

     Each class of certificates of each series, other than certain classes of
principal-only certificates and residual certificates ("Residual Certificates")
that have no pass-through interest rate, may have a different pass-through
interest rate, which in each case may be fixed, variable or adjustable. The
related prospectus supplement will specify the pass-through interest rate or,
in the case of a variable or adjustable pass-through interest rate, the method
for determining the pass-through interest rate, for each class. Unless
otherwise specified in the related prospectus supplement, interest on the
certificates of each series will be calculated on the basis of a 360-day year
consisting of twelve 30-day months.

     Distributions of interest in respect of any class of certificates (other
than certain classes of certificates that will be entitled to distributions of
accrued interest commencing only on the distribution date, or under the
circumstances specified in the related prospectus supplement ("Accrual
Certificates"), and other than any class of principal-only certificates or
Residual Certificates which are not entitled to distributions of interest) will
be made on each distribution date based on the Accrued Certificate Interest for
that class and that distribution date, subject to the sufficiency of the
portion of the Available Distribution Amount allocable to that class on that
distribution date. Prior to the time interest is distributable on any class of
Accrual Certificates, the amount of Accrued Certificate Interest otherwise
distributable on that class will be added to the principal balance of those
certificates on each distribution date. With respect to each class of
certificates, other than certain classes of interest-only certificates and
certain classes of residual certificates, the "Accrued Certificate Interest"
for each distribution date will be equal to interest at the applicable
pass-through interest rate accrued for a specified time period generally
corresponding in length to the time period between distribution dates, on the
outstanding principal balance of that class of certificates immediately prior
to that distribution date.


                                       35


     Unless otherwise provided in the related prospectus supplement, the
Accrued Certificate Interest for each distribution date on a class of
interest-only certificates will be similarly calculated except that it will
accrue on a notional amount that is either:

     1.   based on the principal balances of some or all of the mortgage assets
          in the related trust fund,

     2.   equal to the principal balances of one or more other classes of
          certificates of the same series, or

     3.   an amount or amounts specified in the applicable prospectus
          supplement.

     Reference to a notional amount with respect to a class of interest-only
certificates is solely for convenience in making certain calculations and does
not represent the right to receive any distributions of principal. If so
specified in the related prospectus supplement, the amount of Accrued
Certificate Interest that is otherwise distributable on, or, in the case of
Accrual Certificates, that may otherwise be added to the principal balance of,
one or more classes of the certificates of a series will be reduced to the
extent that any Prepayment Interest Shortfalls, as described under "Yield and
Maturity Considerations--Certain Shortfalls in Collections of Interest" in this
prospectus, exceed the amount of any sums that are applied to offset the amount
of those shortfalls. The particular manner in which those shortfalls will be
allocated among some or all of the classes of certificates of that series will
be specified in the related prospectus supplement. The related prospectus
supplement will also describe the extent to which the amount of Accrued
Certificate Interest that is otherwise distributable on (or, in the case of
Accrual Certificates, that may otherwise be added to the principal balance of)
a class of offered certificates may be reduced as a result of any other
contingencies, including delinquencies, losses and deferred interest on or in
respect of the mortgage assets in the related trust fund. Unless otherwise
provided in the related prospectus supplement, any reduction in the amount of
Accrued Certificate Interest otherwise distributable on a class of certificates
by reason of the allocation to that class of a portion of any deferred interest
on or in respect of the mortgage assets in the related trust fund will result
in a corresponding increase in the principal balance of that class. See "Risk
Factors--Prepayments of the Mortgage Assets Will Affect the Timing of Your Cash
Flow and May Affect Your Yield" and "Yield and Maturity Considerations" in this
prospectus.

DISTRIBUTIONS OF PRINCIPAL ON THE CERTIFICATES

     Each class of certificates of each series, other than certain classes of
interest-only certificates and Residual Certificates, will have a principal
balance which, at any time, will equal the then maximum amount that the holders
of certificates of that class will be entitled to receive in respect of
principal out of the future cash flow on the mortgage assets and other assets
included in the related trust fund. The outstanding principal balance of a
class of certificates will be reduced by distributions of principal made on the
certificates from time to time and, if so provided in the related prospectus
supplement, further by any losses incurred in respect of the related mortgage
assets allocated thereto from time to time. In turn, the outstanding principal
balance of a class of certificates may be increased as a result of any deferred
interest on or in respect of the related mortgage assets being allocated to
that class from time to time, and will be increased, in the case of a class of
Accrual Certificates prior to the distribution date on which distributions of
interest on the certificates are required to commence, by the amount of any
Accrued Certificate Interest in respect of those certificates (reduced as
described above). The initial principal balance of each class of a series of
certificates will be specified in the related prospectus supplement. As
described in the related prospectus supplement, distributions of principal with
respect to a series of certificates will be made on each distribution date to
the holders of the class or classes of certificates of that series entitled
thereto until the principal balances of those certificates have been reduced to
zero. Distributions of principal with respect to one or more classes of
certificates may be made at a rate that is faster, and, in some cases,
substantially faster, than the rate at which payments or other collections of
principal are received on the mortgage assets in the related trust fund.
Distributions of principal with respect to one or


                                       36


more classes of certificates may not commence until the occurrence of certain
events, including the retirement of one or more other classes of certificates
of the same series, or may be made at a rate that is slower, and, in some
cases, substantially slower, than the rate at which payments or other
collections of principal are received on the mortgage assets in the related
trust fund. Distributions of principal with respect to one or more classes of
certificates may be made, subject to available funds, based on a specified
principal payment schedule. Distributions of principal with respect to one or
more classes of certificates may be contingent on the specified principal
payment schedule for another class of the same series and the rate at which
payments and other collections of principal on the mortgage assets in the
related trust fund are received. Unless otherwise specified in the related
prospectus supplement, distributions of principal of any class of offered
certificates will be made on a pro rata basis among all of the certificates of
that class.

DISTRIBUTIONS ON THE CERTIFICATES IN RESPECT OF PREPAYMENT PREMIUMS OR IN
RESPECT OF EQUITY PARTICIPATIONS

     If so provided in the related prospectus supplement, Prepayment Premiums
or payments in respect of Equity Participations received on or in connection
with the mortgage assets in any trust fund will be distributed on each
distribution date to the holders of the class of certificates of the related
series entitled thereto in accordance with the provisions described in that
prospectus supplement.

ALLOCATION OF LOSSES AND SHORTFALLS

     The amount of any losses or shortfalls in collections on the mortgage
assets in any trust fund, to the extent not covered or offset by draws on any
reserve fund or under any instrument of credit support, will be allocated among
the respective classes of certificates of the related series in the priority
and manner, and subject to the limitations, specified in the related prospectus
supplement. As described in the related prospectus supplement, those
allocations may be effected by a reduction in the entitlements to interest
and/or principal balances of one or more classes of certificates, or by
establishing a priority of payments among the classes of certificates.

ADVANCES IN RESPECT OF DELINQUENCIES

     If provided in the related prospectus supplement, if a trust fund includes
mortgage loans, the master servicer, a special servicer, the trustee, any
provider of credit support and/or any other specified person may be obligated
to advance, or have the option of advancing, on or before each distribution
date, from its or their own funds or from excess funds held in the related
certificate account that are not part of the Available Distribution Amount for
the related series of certificates for that distribution date, an amount up to
the aggregate of any payments of principal, other than any balloon payments,
and interest that were due on or in respect of those mortgage loans during the
related Due Period and were delinquent on the related Determination Date.

     Advances are intended to maintain a regular flow of scheduled interest and
principal payments to holders of the class or classes of certificates entitled
thereto, rather than to guarantee or insure against losses. Accordingly, all
advances made out of a specific entity's own funds will be reimbursable out of
related recoveries on the mortgage loans, including amounts received under any
instrument of credit support, respecting which those advances were made (as to
any mortgage loan, "Related Proceeds") and those other specific sources as may
be identified in the related prospectus supplement, including in the case of a
series that includes one or more classes of Subordinate Certificates,
collections on other mortgage loans in the related trust fund that would
otherwise be distributable to the holders of one or more classes of those
Subordinate Certificates. No advance will be required to be made by a master
servicer, special servicer or trustee if, in the good faith judgment of the
master servicer, special servicer or trustee, as the case may be, that advance
would not be recoverable from Related Proceeds or another specifically
identified source (each, a "Nonrecoverable Advance"); and, if previously made
by a


                                       37


master servicer, special servicer or trustee, a Nonrecoverable Advance will be
reimbursable to the advancing party from any amounts in the related certificate
account prior to any distributions being made to the related series of
certificateholders.

     If advances have been made by a master servicer, special servicer, trustee
or other entity from excess funds in a certificate account, the advancing party
will be required to replace those funds in that certificate account on any
future distribution date to the extent that funds in that certificate account
on that distribution date are less than payments required to be made to the
related series of certificateholders on that date. If so specified in the
related prospectus supplement, the obligation of a master servicer, special
servicer, trustee or other entity to make advances may be secured by a cash
advance reserve fund or a surety bond. If applicable, information regarding the
characteristics of a surety bond, and the identity of any obligor on that
surety bond, will be set forth in the related prospectus supplement.

     If so provided in the related prospectus supplement, any entity making
advances will be entitled to receive interest on those advances for the period
that those advances are outstanding at the rate specified in that prospectus
supplement, and that entity will be entitled to payment of that interest
periodically from general collections on the mortgage loans in the related
trust fund prior to any payment to the related series of certificateholders or
as otherwise described in the prospectus supplement.

     The prospectus supplement for any series of certificates evidencing an
interest in a trust fund that includes MBS will describe any comparable
advancing obligation.

REPORTS TO CERTIFICATEHOLDERS

     On each distribution date, together with the distribution to the holders
of each class of the offered certificates of a series, a master servicer or
trustee, as provided in the related prospectus supplement, will forward to each
holder a statement (a "Distribution Date Statement") that, unless otherwise
provided in the related prospectus supplement, will set forth, among other
things, in each case to the extent applicable:

     o    the amount of that distribution to holders of that class of offered
          certificates that was applied to reduce the principal balance of those
          certificates, expressed as a dollar amount per minimum denomination of
          the relevant class of offered certificates or per a specified portion
          of that minimum denomination;

     o    the amount of that distribution to holders of that class of offered
          certificates that is allocable to Accrued Certificate Interest,
          expressed as a dollar amount per minimum denomination of the relevant
          class of offered certificates or per a specified portion of that
          minimum denomination;

     o    the amount, if any, of that distribution to holders of that class of
          offered certificates that is allocable to (A) Prepayment Premiums and
          (B) payments on account of Equity Participations, expressed as a
          dollar amount per minimum denomination of the relevant class of
          offered certificates or per a specified portion of that minimum
          denomination;

     o    the amount, if any, by which that distribution is less than the
          amounts to which holders of that class of offered certificates are
          entitled;

     o    if the related trust fund includes mortgage loans, the aggregate
          amount of advances included in that distribution;

     o    if the related trust fund includes mortgage loans, the amount of
          servicing compensation received by the related master servicer (and,
          if payable directly out of the related trust fund, by any special
          servicer and any sub-servicer) and other customary information as the
          reporting party deems necessary or desirable, or that a
          certificateholder reasonably requests, to enable certificateholders to
          prepare their tax returns;

     o    information regarding the aggregate principal balance of the related
          mortgage assets on or about that distribution date;


                                       38


     o    if the related trust fund includes mortgage loans, information
          regarding the number and aggregate principal balance of those mortgage
          loans that are delinquent in varying degrees;

     o    if the related trust fund includes mortgage loans, information
          regarding the aggregate amount of losses incurred and principal
          prepayments made with respect to those mortgage loans during the
          specified period, generally equal in length to the time period between
          distribution dates, during which prepayments and other unscheduled
          collections on the mortgage loans in the related trust fund must be
          received in order to be distributed on a particular distribution date;

     o    the principal 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 that distribution date, separately
          identifying any reduction in that principal balance or notional amount
          due to the allocation of any losses in respect of the related mortgage
          assets, any increase in that principal balance or notional amount due
          to the allocation of any negative amortization in respect of the
          related mortgage assets and any increase in the principal balance of a
          class of Accrual Certificates, if any, in the event that Accrued
          Certificate Interest has been added to that balance;

     o    if the class of offered certificates has a variable pass-through
          interest rate or an adjustable pass-through interest rate, the
          pass-through interest rate applicable to that class for that
          distribution date and, if determinable, for the next succeeding
          distribution date;

     o    the amount deposited in or withdrawn from any reserve fund on that
          distribution date, and the amount remaining on deposit in that reserve
          fund as of the close of business on that distribution date;

     o    if the related trust fund includes one or more instruments of credit
          support, like a letter of credit, an insurance policy and/or a surety
          bond, the amount of coverage under that instrument as of the close of
          business on that distribution date; and

     o    to the extent not otherwise reflected through the information
          furnished as described above, the amount of credit support being
          afforded by any classes of Subordinate Certificates.

     The prospectus supplement for each series of certificates may describe
additional information to be included in reports to the holders of the offered
certificates of that series.

     Within a reasonable period of time after the end of each calendar year,
the master servicer or trustee for a series of certificates, as the case may
be, will be required to furnish to each person who at any time during the
calendar year was a holder of an offered certificate of that series a statement
containing the information set forth in the first three categories described
above, aggregated for that calendar year or the applicable portion of that year
during which that person was a certificateholder. This obligation will be
deemed to have been satisfied to the extent that substantially comparable
information is provided pursuant to any requirements of the Internal Revenue
Code of 1986, as amended (the "Code"), as are from time to time in force. See,
however, "Description of the Certificates--Book-Entry Registration and
Definitive Certificates" in this prospectus.

     If the trust fund for a series of certificates includes MBS, the ability
of the related master servicer or trustee, as the case may be, to include in
any Distribution Date Statement information regarding the mortgage loans
underlying that MBS will depend on the reports received with respect to that
MBS. In those cases, the related prospectus supplement will describe the
loan-specific information to be included in the distribution date statements
that will be forwarded to the holders of the offered certificates of that
series in connection with distributions made to them.


                                       39


VOTING RIGHTS

     The voting rights evidenced by each series of certificates will be
allocated among the respective classes of that series in the manner described
in the related prospectus supplement.

     Certificateholders will generally not have a right to vote, except with
respect to required consents to certain amendments to the agreement pursuant to
which the certificates are issued and as otherwise specified in the related
prospectus supplement. See "Description of the Pooling Agreements--Amendment"
in this prospectus. The holders of specified amounts of certificates of a
particular series will have the right to act as a group to remove the related
trustee and also upon the occurrence of certain events which if continuing
would constitute an event of default on the part of the related master
servicer. See "Description of the Pooling Agreements--Events of Default," and
"--Resignation and Removal of the Trustee" in this prospectus.


TERMINATION

     The obligations created by the pooling and servicing or other agreement
creating a series of certificates will terminate following:

     o    the final payment or other liquidation of the last mortgage asset
          underlying the series or the disposition of all property acquired upon
          foreclosure of any mortgage loan underlying the series, and

     o    the payment to the certificateholders of the series of all amounts
          required to be paid to them.

     Written notice of termination will be given to each certificateholder of
the related series, and the final distribution will be made only upon
presentation and surrender of the certificates of that series at the location
to be specified in the notice of termination.

     If so specified in the related prospectus supplement, a series of
certificates may be subject to optional early termination through the
repurchase of the mortgage assets in the related trust fund by the party or
parties specified in the prospectus supplement, in the manner set forth in the
prospectus supplement. If so provided in the related prospectus supplement,
upon the reduction of the principal balance of a specified class or classes of
certificates by a specified percentage or amount, a party designated in the
prospectus supplement may be authorized or required to bid for or solicit bids
for the purchase of all the mortgage assets of the related trust fund, or of a
sufficient portion of those mortgage assets to retire those class or classes,
in the manner set forth in the prospectus supplement.

BOOK-ENTRY REGISTRATION AND DEFINITIVE CERTIFICATES

     If so provided in the prospectus supplement for a series of certificates,
one or more classes of the offered certificates of that series will be offered
in book-entry format through the facilities of The Depository Trust Company,
and that class will be represented by one or more global certificates
registered in the name of DTC or its nominee.

     DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking corporation" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within
the meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934 (the "Exchange Act"). DTC was created to hold securities for its
participating organizations ("Participants") and facilitate the clearance and
settlement of securities transactions between Participants through electronic
computerized book-entry changes in their accounts, thereby eliminating the need
for physical movement of securities certificates. "Direct Participants", which
maintain accounts with DTC, include securities brokers and dealers, banks,
trust companies and clearing corporations and may include certain other
organizations. DTC is owned by a number of its Direct Participants and by the
New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the
National Association of Securities Dealers, Inc. Access


                                       40


to the DTC system also is available to others like banks, brokers, dealers and
trust companies that clear through or maintain a custodial relationship with a
Direct Participant, either directly or indirectly ("Indirect Participants").

     Purchases of Book-Entry Certificates under the DTC system must be made by
or through Direct Participants, which will receive a credit for the Book-Entry
Certificates on DTC's records.

     The ownership interest of each actual purchaser of a Book-Entry
Certificate (a "Certificate Owner") is in turn to be recorded on the Direct and
Indirect Participants' records. Certificate Owners will not receive written
confirmation from DTC of their purchases, but Certificate Owners are expected
to receive written confirmations providing details of those transactions, as
well as periodic statements of their holdings, from the Direct or Indirect
Participant through which each Certificate Owner entered into the transaction.
Transfers of ownership interest in the Book-Entry Certificates are to be
accomplished by entries made on the books of Participants acting on behalf of
Certificate Owners. Certificate Owners will not receive certificates
representing their ownership interests in the Book-Entry Certificates, except
in the event that use of the book-entry system for the Book-Entry Certificates
of any series is discontinued as described below.

     DTC has no knowledge of the actual Certificate Owners of the Book-Entry
Certificates; DTC's records reflect only the identity of the Direct
Participants to whose accounts those certificates are credited, which may or
may not be the Certificate Owners. The Participants will remain responsible for
keeping account of their holdings on behalf of their customers.

     Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Certificate Owners will be governed
by arrangements among them, subject to any statutory or regulatory requirements
as may be in effect from time to time.

     Distributions on the Book-Entry Certificates will be made to DTC. DTC's
practice is to credit Direct Participants' accounts on the related distribution
date in accordance with their respective holdings shown on DTC's records unless
DTC has reason to believe that it will not receive payment on that date.
Disbursement of those distributions by Participants to Certificate Owners will
be governed by standing instructions and customary practices, as is the case
with securities held for the accounts of customers in bearer form or registered
in "street name," and will be the responsibility of that Participant (and not
of DTC, the Depositor or any trustee or master servicer), subject to any
statutory or regulatory requirements as may be in effect from time to time.
Under a book-entry system, Certificate Owners may receive payments after the
related distribution date.

     Unless otherwise provided in the related prospectus supplement, the only
certificateholder of record will be the nominee of DTC, and the Certificate
Owners will not be recognized as certificateholders under the agreement
pursuant to which the certificates are issued. Certificate Owners will be
permitted to exercise the rights of certificateholders under that agreement
only indirectly through the Participants who in turn will exercise their rights
through DTC. The Depositor is informed that DTC will take action permitted to
be taken by a certificateholder under that agreement only at the direction of
one or more Participants to whose account with DTC interests in the Book-Entry
Certificates are credited.

     Because DTC can act only on behalf of Participants, who in turn act on
behalf of Indirect Participants and certain Certificate Owners, the ability of
a Certificate Owner to pledge its interest in Book-Entry Certificates to
persons or entities that do not participate in the DTC system, or otherwise
take actions in respect of its interest in Book-Entry Certificates, may be
limited due to the lack of a physical certificate evidencing that interest.

     Unless otherwise specified in the related prospectus supplement,
certificates initially issued in book-entry form will be issued as Definitive
Certificates to Certificate Owners or their nominees, rather than to DTC or its
nominee, only if

     o    the Depositor advises the trustee in writing that DTC is no longer
          willing or able to discharge properly its responsibilities as
          depository with respect to those certificates and the Depositor is
          unable to locate a qualified successor or


                                       41


     o    the Depositor notifies DTC of its intent to terminate the book-entry
          system through DTC and, upon receipt of notice of such intent from
          DTC, the Participants holding beneficial interests in the Book-Entry
          Certificates agree to initiate such termination.

     Upon the occurrence of either of the events described above, DTC will be
required to notify all Participants of the availability through DTC of
Definitive Certificates. Upon surrender by DTC of the certificate or
certificates representing a class of Book-Entry Certificates, together with
instructions for registration, the trustee for the related series or other
designated party will be required to issue to the Certificate Owners identified
in those instructions the Definitive Certificates to which they are entitled,
and thereafter the holders of those Definitive Certificates will be recognized
as certificateholders of record under the related agreement pursuant to which
the certificates are issued.

                     DESCRIPTION OF THE POOLING AGREEMENTS

GENERAL

     The certificates of each series will be issued pursuant to a pooling and
servicing agreement or other agreement specified in the related prospectus
supplement (in either case, a "Pooling Agreement"). In general, the parties to
a Pooling Agreement will include the Depositor, a trustee, a master servicer
and, in some cases, a special servicer appointed as of the date of the Pooling
Agreement. However, a Pooling Agreement may include a Mortgage Asset Seller as
a party, and a Pooling Agreement that relates to a trust fund that consists
solely of MBS may not include a master servicer or other servicer as a party.
All parties to each Pooling Agreement under which certificates of a series are
issued will be identified in the related prospectus supplement. If so specified
in the related prospectus supplement, an affiliate of the Depositor, or the
Mortgage Asset Seller or an affiliate of the Mortgage Asset Seller, may perform
the functions of master servicer or special servicer. Any party to a Pooling
Agreement may own certificates.

     A form of a Pooling Agreement has been filed as an exhibit to the
Registration Statement of which this prospectus is a part. However, the
provisions of each Pooling Agreement will vary depending upon the nature of the
certificates to be issued and the nature of the related trust fund. The
following summaries describe certain provisions that may appear in a Pooling
Agreement under which certificates that evidence interests in mortgage loans
will be issued. The prospectus supplement for a series of certificates will
describe any provision of the related Pooling Agreement that materially differs
from the description contained in this prospectus and, if the related trust
fund includes MBS, will summarize all of the material provisions of the related
Pooling Agreement. The summaries in this prospectus do not purport to be
complete and are subject to, and are qualified in their entirety by reference
to, all of the provisions of the Pooling Agreement for each series of
certificates and the description of those provisions in the related prospectus
supplement. We will provide a copy of the Pooling Agreement (without exhibits)
that relates to any series of certificates without charge upon written request
of a holder of a certificate of that series addressed to J.P. Morgan Chase
Commercial Mortgage Securities Corp., 270 Park Avenue, New York, New York
10017, Attention: President.

ASSIGNMENT OF MORTGAGE LOANS; REPURCHASES

     At the time of issuance of any series of certificates, we will assign (or
cause to be assigned) to the designated trustee the mortgage loans to be
included in the related trust fund. The trustee will, concurrently with the
assignment, deliver the certificates to or at the direction of the Depositor in
exchange for the mortgage loans and the other assets to be included in the
trust fund for that series. Each mortgage loan will be identified in a
schedule. That schedule generally will include detailed information that
pertains to each mortgage loan included in the related trust fund, which
information will typically include the address of the related Mortgaged
Property and type of that property; the mortgage interest rate and, if
applicable, the applicable index, gross margin, adjustment date and any rate
cap information; the original and remaining term to maturity; the original
amortization term; and the original and outstanding principal balance.


                                       42


     With respect to each mortgage loan to be included in a trust fund, we will
deliver (or cause to be delivered) to the related trustee (or to a custodian
appointed by the trustee) certain loan documents which, unless otherwise
specified in the related prospectus supplement, will include the original
Mortgage Note endorsed, without recourse, to the order of the trustee, the
original Mortgage, or a certified copy, in each case with evidence of recording
indicated on it and an assignment of the Mortgage to the trustee in recordable
form. Unless otherwise provided in the prospectus supplement for a series of
certificates, the related Pooling Agreement will require us or another party to
the agreement to promptly cause each assignment of Mortgage to be recorded in
the appropriate public office for real property records.

     The trustee (or a custodian appointed by the trustee) for a series of
certificates will be required to review the mortgage loan documents delivered
to it within a specified period of days after receipt of the mortgage loan
documents, and the trustee (or that custodian) will hold those documents in
trust for the benefit of the certificateholders of that series. Unless
otherwise specified in the related prospectus supplement, if that document is
found to be missing or defective, and that omission or defect, as the case may
be, materially and adversely affects the interests of the certificateholders of
the related series, the trustee (or that custodian) will be required to notify
the master servicer and the Depositor, and one of those persons will be
required to notify the relevant Mortgage Asset Seller. In that case, and if the
Mortgage Asset Seller cannot deliver the document or cure the defect within a
specified number of days after receipt of that notice, then, except as
otherwise specified below or in the related prospectus supplement, the Mortgage
Asset Seller will be obligated to repurchase the related mortgage loan from the
trustee at a price that will be specified in the related prospectus supplement.
If so provided in the prospectus supplement for a series of certificates, a
Mortgage Asset Seller, in lieu of repurchasing a mortgage loan as to which
there is missing or defective loan documentation, will have the option,
exercisable upon certain conditions and/or within a specified period after
initial issuance of that series of certificates, to replace those mortgage
loans with one or more other mortgage loans, in accordance with standards that
will be described in the prospectus supplement. Unless otherwise specified in
the related prospectus supplement, this repurchase or substitution obligation
will constitute the sole remedy to holders of the certificates of any series or
to the related trustee on their behalf for missing or defective loan
documentation and neither the Depositor nor, unless it is the Mortgage Asset
Seller, the master servicer will be obligated to purchase or replace a mortgage
loan if a Mortgage Asset Seller defaults on its obligation to do so.
Notwithstanding the foregoing, if a document has not been delivered to the
related trustee (or to a custodian appointed by the trustee) because that
document has been submitted for recording, and neither that document nor a
certified copy, in either case with evidence of recording on it, can be
obtained because of delays on the part of the applicable recording office,
then, unless otherwise specified in the related prospectus supplement, the
Mortgage Asset Seller will not be required to repurchase or replace the
affected mortgage loan on the basis of that missing document so long as it
continues in good faith to attempt to obtain that document or that certified
copy.

REPRESENTATIONS AND WARRANTIES; REPURCHASES

     Unless otherwise provided in the prospectus supplement for a series of
certificates, the Depositor will, with respect to each mortgage loan in the
related trust fund, make or assign, or cause to be made or assigned, certain
representations and warranties (the person making those representations and
warranties, the "Warranting Party") covering, by way of example:

     o    the accuracy of the information set forth for that mortgage loan on
          the schedule of mortgage loans delivered upon initial issuance of the
          certificates;

     o    the enforceability of the related Mortgage Note and Mortgage and the
          existence of title insurance insuring the lien priority of the related
          Mortgage;

     o    the Warranting Party's title to the mortgage loan and the authority of
          the Warranting Party to sell the mortgage loan; and


                                       43


     o    the payment status of the mortgage loan.

     It is expected that in most cases the Warranting Party will be the
Mortgage Asset Seller; however, the Warranting Party may also be an affiliate
of the Mortgage Asset Seller, the Depositor or an affiliate of the Depositor,
the master servicer, a special servicer or another person acceptable to the
Depositor. The Warranting Party, if other than the Mortgage Asset Seller, will
be identified in the related prospectus supplement.

     Unless otherwise provided in the related prospectus supplement, each
Pooling Agreement will provide that the master servicer and/or trustee will be
required to notify promptly any Warranting Party of any breach of any
representation or warranty made by it in respect of a mortgage loan that
materially and adversely affects the interests of the certificateholders of the
related series. If that Warranting Party cannot cure that breach within a
specified period following the date on which it was notified of the breach,
then, unless otherwise provided in the related prospectus supplement, it will
be obligated to repurchase that mortgage loan from the trustee at a price that
will be specified in the related prospectus supplement. If so provided in the
prospectus supplement for a series of certificates, a Warranting Party, in lieu
of repurchasing a mortgage loan as to which a breach has occurred, will have
the option, exercisable upon certain conditions and/or within a specified
period after initial issuance of that series of certificates, to replace that
mortgage loan with one or more other mortgage loans, in accordance with
standards that will be described in the prospectus supplement. Unless otherwise
specified in the related prospectus supplement, this repurchase or substitution
obligation will constitute the sole remedy available to holders of the
certificates of any series or to the related trustee on their behalf for a
breach of representation and warranty by a Warranting Party and neither the
Depositor nor the master servicer, in either case unless it is the Warranting
Party, will be obligated to purchase or replace a mortgage loan if a Warranting
Party defaults on its obligation to do so.

     In some cases, representations and warranties will have been made in
respect of a mortgage loan as of a date prior to the date upon which the
related series of certificates is issued, and thus may not address events that
may occur following the date as of which they were made. However, we will not
include any mortgage loan in the trust fund for any series of certificates if
anything has come to our attention that would cause us to believe that the
representations and warranties made in respect of that mortgage loan will not
be accurate in all material respects as of the date of issuance. The date as of
which the representations and warranties regarding the mortgage loans in any
trust fund were made will be specified in the related prospectus supplement.

COLLECTION AND OTHER SERVICING PROCEDURES

     The master servicer for any trust fund, directly or through sub-servicers,
will be required to make reasonable efforts to collect all scheduled payments
under the mortgage loans in that trust fund, and will be required to follow the
same collection procedures as it would follow with respect to mortgage loans
that are comparable to the mortgage loans in that trust fund and held for its
own account, provided those procedures are consistent with:

     1.   the terms of the related Pooling Agreement and any related instrument
          of credit support included in that trust fund,

     2.   applicable law, and

     3.   the servicing standard specified in the related Pooling Agreement and
          prospectus supplement (the "Servicing Standard").

     The master servicer for any trust fund, directly or through sub-servicers,
will also be required to perform as to the mortgage loans in that trust fund
various other customary functions of a servicer of comparable loans, including
maintaining escrow or impound accounts, if required under the related Pooling
Agreement, for payment of taxes, insurance premiums, ground rents and similar
items, or otherwise monitoring the timely payment of those items; attempting to
collect delinquent payments; supervising foreclosures; negotiating
modifications; conducting


                                       44


property inspections on a periodic or other basis; managing (or overseeing the
management of) Mortgaged Properties acquired on behalf of that trust fund
through foreclosure, deed-in-lieu of foreclosure or otherwise (each, an "REO
Property"); and maintaining servicing records relating to those mortgage loans.
Unless otherwise specified in the related prospectus supplement, the master
servicer will be responsible for filing and settling claims in respect of
particular mortgage loans under any applicable instrument of credit support.
See "Description of Credit Support" in this prospectus.

SUB-SERVICERS

     A master servicer may delegate its servicing obligations in respect of the
mortgage loans serviced thereby to one or more third-party servicers; provided
that, unless otherwise specified in the related prospectus supplement, the
master servicer will remain obligated under the related Pooling Agreement. A
sub-servicer for any series of certificates may be an affiliate of the
Depositor or master servicer. Unless otherwise provided in the related
prospectus supplement, each sub-servicing agreement between a master servicer
and a sub-servicer (a "Sub-Servicing Agreement") will provide that, if for any
reason the master servicer is no longer acting in that capacity, the trustee or
any successor master servicer may assume the master servicer's rights and
obligations under that Sub-Servicing Agreement. A master servicer will be
required to monitor the performance of sub-servicers retained by it and will
have the right to remove a sub-servicer retained by it at any time it considers
removal to be in the best interests of certificateholders.

     Unless otherwise provided in the related prospectus supplement, a master
servicer will be solely liable for all fees owed by it to any sub-servicer,
irrespective of whether the master servicer's compensation pursuant to the
related Pooling Agreement is sufficient to pay those fees. Each sub-servicer
will be reimbursed by the master servicer that retained it for certain
expenditures which it makes, generally to the same extent the master servicer
would be reimbursed under a Pooling Agreement. See "--Certificate Account" and
"--Servicing Compensation and Payment of Expenses" in this prospectus.

SPECIAL SERVICERS

     To the extent so specified in the related prospectus supplement, one or
more special servicers may be a party to the related Pooling Agreement or may
be appointed by the master servicer or another specified party. A special
servicer for any series of certificates may be an affiliate of the Depositor or
the master servicer. A special servicer may be entitled to any of the rights,
and subject to any of the obligations, described in this prospectus in respect
of a master servicer. The related prospectus supplement will describe the
rights, obligations and compensation of any special servicer for a particular
series of certificates. The master servicer will not be liable for the
performance of a special servicer.

CERTIFICATE ACCOUNT

     General. The master servicer, the trustee and/or a special servicer will,
as to each trust fund that includes mortgage loans, establish and maintain or
cause to be established and maintained one or more separate accounts for the
collection of payments on or in respect of those mortgage loans, which will be
established so as to comply with the standards of each rating agency that has
rated any one or more classes of certificates of the related series. A
certificate account may be maintained as an interest-bearing or a
non-interest-bearing account and the funds held in a certificate account may be
invested pending each succeeding distribution date in United States government
securities and other obligations that are acceptable to each rating agency that
has rated any one or more classes of certificates of the related series
("Permitted Investments"). Unless otherwise provided in the related prospectus
supplement, any interest or other income earned on funds in a certificate
account will be paid to the related master servicer, trustee or any special
servicer as additional compensation. A certificate account may be maintained
with the related master servicer, special servicer or Mortgage Asset Seller or
with a depository institution


                                       45


that is an affiliate of any of the foregoing or of the Depositor, provided that
it complies with applicable rating agency standards. If permitted by the
applicable rating agency or agencies and so specified in the related prospectus
supplement, a certificate account may contain funds relating to more than one
series of mortgage pass-through certificates and may contain other funds
representing payments on mortgage loans owned by the related master servicer or
any special servicer or serviced by either on behalf of others.

     Deposits. Unless otherwise provided in the related Pooling Agreement and
described in the related prospectus supplement, a master servicer, trustee or
special servicer will be required to deposit or cause to be deposited in the
certificate account for each trust fund that includes mortgage loans, within a
certain period following receipt (in the case of collections on or in respect
of the mortgage loans) or otherwise as provided in the related Pooling
Agreement, the following payments and collections received or made by the
master servicer, the trustee or any special servicer subsequent to the cut-off
date (other than payments due on or before the cut-off date):

     1.   all payments on account of principal, including principal prepayments,
          on the mortgage loans;

     2.   all payments on account of interest on the mortgage loans, including
          any default interest collected, in each case net of any portion
          retained by the master servicer or any special servicer as its
          servicing compensation or as compensation to the trustee;

     3.   all proceeds received under any hazard, title or other insurance
          policy that provides coverage with respect to a Mortgaged Property or
          the related mortgage loan or in connection with the full or partial
          condemnation of a Mortgaged Property (other than proceeds applied to
          the restoration of the property or released to the related borrower in
          accordance with the customary servicing practices of the master
          servicer (or, if applicable, a special servicer) and/or the terms and
          conditions of the related Mortgage) (collectively, "Insurance and
          Condemnation Proceeds") and all other amounts received and retained in
          connection with the liquidation of defaulted mortgage loans or
          property acquired by foreclosure or otherwise ("Liquidation
          Proceeds"), together with the net operating income (less reasonable
          reserves for future expenses) derived from the operation of any
          Mortgaged Properties acquired by the trust fund through foreclosure or
          otherwise;

     4.   any amounts paid under any instrument or drawn from any fund that
          constitutes credit support for the related series of certificates as
          described under "Description of Credit Support" in this prospectus;

     5.   any advances made as described under "Description of the
          Certificates--Advances in Respect of Delinquencies" in this
          prospectus;

     6.   any amounts paid under any Cash Flow Agreement, as described under
          "Description of the Trust Funds--Cash Flow Agreements" in this
          prospectus;

     7.   all proceeds of the purchase of any mortgage loan, or property
          acquired in respect of a mortgage loan, by the Depositor, any Mortgage
          Asset Seller or any other specified person as described under
          "--Assignment of Mortgage Loans; Repurchases" and "--Representations
          and Warranties; Repurchases" in this prospectus, all proceeds of the
          purchase of any defaulted mortgage loan as described under
          "--Realization Upon Defaulted Mortgage Loans" in this prospectus, and
          all proceeds of any mortgage asset purchased as described under
          "Description of the Certificates--Termination" in this prospectus (all
          of the foregoing, also "Liquidation Proceeds");

     8.   any amounts paid by the master servicer to cover Prepayment Interest
          Shortfalls arising out of the prepayment of mortgage loans as
          described under "--Servicing Compensation and Payment of Expenses" in
          this prospectus;


                                       46


     9.   to the extent that this item does not constitute additional servicing
          compensation to the master servicer or a special servicer, any
          payments on account of modification or assumption fees, late payment
          charges, Prepayment Premiums or Equity Participations with respect to
          the mortgage loans;

     10.  all payments required to be deposited in the certificate account with
          respect to any deductible clause in any blanket insurance policy
          described under "--Hazard Insurance Policies" in this prospectus;

     11.  any amount required to be deposited by the 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 Pooling Agreement and described in the
          related prospectus supplement.

     Withdrawals. Unless otherwise provided in the related Pooling Agreement
and described in the related prospectus supplement, a master servicer, trustee
or special servicer may make withdrawals from the certificate account for each
trust fund that includes mortgage loans for any of the following purposes:

     1.   to make distributions to the certificateholders on each distribution
          date;

     2.   to pay the master servicer, the trustee or a special servicer any
          servicing fees not previously retained by them out of payments on the
          particular mortgage loans as to which those fees were earned;

     3.   to reimburse the master servicer, a special servicer, the trustee or
          any other specified person for any unreimbursed amounts advanced by it
          as described under "Description of the Certificates--Advances in
          Respect of Delinquencies" in this prospectus, the reimbursement to be
          made out of amounts received that were identified and applied by the
          master servicer or a special servicer, as applicable, as late
          collections of interest on and principal of the particular mortgage
          loans with respect to which the advances were made or out of amounts
          drawn under any form of credit support with respect to those mortgage
          loans;

     4.   to reimburse the master servicer, the trustee or a special servicer
          for unpaid servicing fees earned by it and certain unreimbursed
          servicing expenses incurred by it with respect to mortgage loans in
          the trust fund and properties acquired in respect of the mortgage
          loans, the reimbursement to be made out of amounts that represent
          Liquidation Proceeds and Insurance and Condemnation Proceeds collected
          on the particular mortgage loans and properties, and net income
          collected on the particular properties, with respect to which those
          fees were earned or those expenses were incurred or out of amounts
          drawn under any form of credit support with respect to those mortgage
          loans and properties;

     5.   to reimburse the master servicer, a special servicer, the trustee or
          other specified person for any advances described in clause (3) above
          made by it and/or any servicing expenses referred to in clause (4)
          above incurred by it that, in the good faith judgment of the master
          servicer, special servicer, trustee or other specified person, as
          applicable, will not be recoverable from the amounts described in
          clauses (3) and (4), respectively, the reimbursement to be made from
          amounts collected on other mortgage loans in the same trust fund or,
          if so provided by the related Pooling Agreement and described in the
          related prospectus supplement, only from that portion of amounts
          collected on those other mortgage loans that is otherwise
          distributable on one or more classes of Subordinate Certificates of
          the related series;

     6.   if described in the related prospectus supplement, to pay the master
          servicer, a special servicer, the trustee or any other specified
          person interest accrued on the advances described in clause (3) above
          made by it and the servicing expenses described in clause (4) above
          incurred by it while they remain outstanding and unreimbursed;


                                       47


     7.   if and as described in the related prospectus supplement, to pay for
          costs and expenses incurred by the trust fund for environmental site
          assessments performed with respect to Mortgaged Properties that
          constitute security for defaulted mortgage loans, and for any
          containment, clean-up or remediation of hazardous wastes and materials
          present on those Mortgaged Properties;

     8.   to reimburse the master servicer, the special servicer, the Depositor,
          or any of their respective directors, officers, employees and agents,
          as the case may be, for certain expenses, costs and liabilities
          incurred thereby, as described under "--Certain Matters Regarding the
          Master Servicer and the Depositor" in this prospectus;

     9.   if described in the related prospectus supplement, to pay the fees of
          trustee;

     10.  to reimburse the trustee or any of its directors, officers, employees
          and agents, as the case may be, for certain expenses, costs and
          liabilities incurred thereby, as described under "--Certain Matters
          Regarding the Trustee" in this prospectus;

     11.  if described in the related prospectus supplement, to pay the fees of
          any provider of credit support;

     12.  if described in the related prospectus supplement, to reimburse prior
          draws on any form of credit support;

     13.  to pay the master servicer, a special servicer or the trustee, as
          appropriate, interest and investment income earned in respect of
          amounts held in the certificate account as additional compensation;

     14.  to pay (generally from related income) for costs incurred in
          connection with the operation, management and maintenance of any
          Mortgaged Property acquired by the trust fund by foreclosure or
          otherwise;

     15.  if one or more elections have been made to treat the trust fund or
          designated portions of the trust fund as a REMIC, to pay any federal,
          state or local taxes imposed on the trust fund or its assets or
          transactions, as described under "Certain Federal Income Tax
          Consequences--Federal Income Tax Consequences for REMIC Certificates"
          and "--Taxes That May Be Imposed on the REMIC Pool" in this
          prospectus;

     16.  to pay for the cost of an independent appraiser or other expert in
          real estate matters retained to determine a fair sale price for a
          defaulted mortgage loan or a property acquired in respect a defaulted
          mortgage loan in connection with the liquidation of that mortgage loan
          or property;

     17.  to pay for the cost of various opinions of counsel obtained pursuant
          to the related Pooling Agreement for the benefit of
          certificateholders;

     18.  to make any other withdrawals permitted by the related Pooling
          Agreement and described in the related prospectus supplement; and

     19.  to clear and terminate the certificate account upon the termination of
          the trust fund.

MODIFICATIONS, WAIVERS AND AMENDMENTS OF MORTGAGE LOANS

     A master servicer or special servicer may agree to modify, waive or amend
any term of any mortgage loan serviced by it in a manner consistent with the
applicable Servicing Standard. For example, the related prospectus supplement
may provide that a mortgage loan may be amended to extend the maturity date or
change the interest rate.

REALIZATION UPON DEFAULTED MORTGAGE LOANS

     A borrower's failure to make required mortgage loan payments may mean that
operating income is insufficient to service the mortgage debt, or may reflect
the diversion of that income from the servicing of the mortgage debt. In
addition, a borrower that is unable to make


                                       48


mortgage loan payments may also be unable to make timely payment of taxes and
insurance premiums and to otherwise maintain the related Mortgaged Property. In
general, the master servicer or the special servicer, if any, for a series of
certificates will be required to monitor any mortgage loan in the related trust
fund that is in default, evaluate whether the causes of the default can be
corrected over a reasonable period without significant impairment of the value
of the related Mortgaged Property, initiate corrective action in cooperation
with the borrower if cure is likely, inspect the related Mortgaged Property and
take any other actions as are consistent with the Servicing Standard. A
significant period of time may elapse before the servicer is able to assess the
success of the corrective action or the need for additional initiatives.

     The time within which the servicer can make the initial determination of
appropriate action, evaluate the success of corrective action, develop
additional initiatives, institute foreclosure proceedings and actually
foreclose (or accept a deed to a Mortgaged Property in lieu of foreclosure) on
behalf of the certificateholders may vary considerably depending on the
particular mortgage loan, the Mortgaged Property, the borrower, the presence of
an acceptable party to assume the mortgage loan and the laws of the
jurisdiction in which the Mortgaged Property is located. If a borrower files a
bankruptcy petition, the master servicer may not be permitted to accelerate the
maturity of the related mortgage loan or to foreclose on the related Mortgaged
Property for a considerable period of time, and that mortgage loan may be
restructured in the resulting bankruptcy proceedings. See "Certain Legal
Aspects of Mortgage Loans" in this prospectus.

     The related prospectus supplement will describe the remedies available to
a servicer in connection with a default on a mortgage loan. Such remedies
include instituting foreclosure proceedings, exercising any power of sale
contained in mortgage, obtaining a deed in lieu of foreclosure or otherwise
acquire title to the related Mortgaged Property, by operation of law or
otherwise.

HAZARD INSURANCE POLICIES

     Unless otherwise specified in the related prospectus supplement, each
Pooling Agreement will require the master servicer to cause each mortgage loan
borrower to maintain a hazard insurance policy that provides for the coverage
required under the related Mortgage or, if the Mortgage permits the mortgagee
to dictate to the borrower the insurance coverage to be maintained on the
related Mortgaged Property, the coverage consistent with the requirements of
the Servicing Standard. Unless otherwise specified in the related prospectus
supplement, the coverage generally will be in an amount equal to the lesser of
the principal balance owing on that mortgage loan and the replacement cost of
the related Mortgaged Property. The ability of a 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, or upon the extent to which
information concerning covered losses is furnished by borrowers. All amounts
collected by a master servicer under that 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 and/or to the terms and conditions of the related Mortgage and
Mortgage Note) will be deposited in the related certificate account. The
Pooling Agreement may provide that the master servicer may satisfy its
obligation to cause each borrower to maintain a hazard insurance policy by
maintaining a blanket policy insuring against hazard losses on all of the
mortgage loans in a trust fund. If the blanket policy contains a deductible
clause, the master servicer will be required, in the event of a casualty
covered by the blanket policy, to deposit in the related certificate account
all sums that would have been deposited in that certificate account but for
that deductible clause.

     In general, the standard form of fire and extended coverage policy covers
physical damage to or destruction of the improvements of the property by fire,
lightning, explosion, smoke, windstorm and hail, and riot, strike and civil
commotion, subject to the conditions and exclusions specified in each policy.
Although the policies covering the Mortgaged Properties will be


                                       49


underwritten by different insurers under different state laws in accordance
with different applicable state forms, and therefore will not contain identical
terms and conditions, most policies typically do not cover any physical damage
resulting from war, revolution, governmental actions, floods and other
water-related causes, earth movement (including earthquakes, landslides and
mudflows), wet or dry rot, vermin, domestic animals and certain other kinds of
risks. Accordingly, a Mortgaged Property may not be insured for losses arising
from that cause unless the related Mortgage specifically requires, or permits
the mortgagee to require, that coverage.

     The hazard insurance policies covering the Mortgaged Properties will
typically contain co-insurance clauses that in effect require an insured at all
times to carry insurance of a specified percentage, generally 80% to 90%, of
the full replacement value of the improvements on the property in order to
recover the full amount of any partial loss. If the insured's coverage falls
below this specified percentage, those clauses generally provide that the
insurer's liability in the event of partial loss does not exceed the lesser of
(1) the replacement cost of the improvements less physical depreciation and (2)
that proportion of the loss as the amount of insurance carried bears to the
specified percentage of the full replacement cost of those improvements.

DUE-ON-SALE AND DUE-ON-ENCUMBRANCE PROVISIONS

     Certain of the mortgage loans may contain a due-on-sale clause that
entitles the lender to accelerate payment of the mortgage loan upon any sale or
other transfer of the related Mortgaged Property made without the lender's
consent. Certain of the mortgage loans may also contain a due-on-encumbrance
clause that entitles the lender to accelerate the maturity of the mortgage loan
upon the creation of any other lien or encumbrance upon the Mortgaged Property.
Unless otherwise provided in the related prospectus supplement, the master
servicer will determine whether to exercise any right the trustee may have
under that provision in a manner consistent with the Servicing Standard. Unless
otherwise specified in the related prospectus supplement, the master servicer
will be entitled to retain as additional servicing compensation any fee
collected in connection with the permitted transfer of a Mortgaged Property.
See "Certain Legal Aspects of Mortgage Loans--Due-on-Sale and
Due-on-Encumbrance" in this prospectus.

SERVICING COMPENSATION AND PAYMENT OF EXPENSES

     Unless otherwise specified in the related prospectus supplement, a master
servicer's primary servicing compensation with respect to a series of
certificates will come from the periodic payment to it of a specified portion
of the interest payments on each mortgage loan in the related trust fund.
Because that compensation is generally based on a percentage of the principal
balance of each mortgage loan outstanding from time to time, it will decrease
in accordance with the amortization of the mortgage loans. The prospectus
supplement with respect to a series of certificates may provide that, as
additional compensation, the master servicer may retain all or a portion of
late payment charges, Prepayment Premiums, modification fees and other fees
collected from borrowers and any interest or other income that may be earned on
funds held in the certificate account. Any sub-servicer will receive a portion
of the master servicer's compensation as its sub-servicing compensation.

     In addition to amounts payable to any sub-servicer, a master servicer may
be required, to the extent provided in the related prospectus supplement, to
pay from amounts that represent its servicing compensation certain expenses
incurred in connection with the administration of the related trust fund,
including, without limitation, payment of the fees and disbursements of
independent accountants and payment of expenses incurred in connection with
distributions and reports to certificateholders. Certain other expenses,
including certain expenses related to mortgage loan defaults and liquidations
and, to the extent so provided in the related prospectus supplement, interest
on those expenses at the rate specified in the prospectus supplement, and the
fees of any special servicer, may be required to be borne by the trust fund.


                                       50


     If provided in the related prospectus supplement, a master servicer may be
required to apply a portion of the servicing compensation otherwise payable to
it in respect of any period to Prepayment Interest Shortfalls. See "Yield and
Maturity Considerations--Certain Shortfalls in Collections of Interest" in this
prospectus.

EVIDENCE AS TO COMPLIANCE

     Unless otherwise provided in the related prospectus supplement, each
Pooling Agreement will require, on or before a specified date in each year, the
master servicer to cause a firm of independent public accountants to furnish to
the trustee a statement to the effect that, on the basis of the examination by
that firm conducted substantially in compliance with either the Uniform Single
Audit Program for Mortgage Bankers or the Audit Program for Mortgages serviced
for FHLMC, the servicing by or on behalf of the master servicer of mortgage
loans under pooling and servicing agreements substantially similar to each
other (which may include that Pooling Agreement) was conducted through the
preceding calendar year or other specified twelve month period in compliance
with the terms of those agreements except for any significant exceptions or
errors in records that, in the opinion of the firm, either the Audit Program
for Mortgages serviced for FHLMC, or paragraph 4 of the Uniform Single Audit
Program for Mortgage Bankers, requires it to report.

     Each Pooling Agreement will also require, on or before a specified date in
each year, the master servicer to furnish to the trustee a statement signed by
one or more officers of the master servicer to the effect that the master
servicer has fulfilled its material obligations under that Pooling Agreement
throughout the preceding calendar year or other specified twelve month period.

CERTAIN MATTERS REGARDING THE MASTER SERVICER AND THE DEPOSITOR

     The related prospectus supplement will describe certain protections
afforded to a servicer under the related Pooling Agreement. For example, the
Pooling Agreement may permit the servicer to resign from its obligations under
the Pooling Agreement provided certain conditions are met. In addition, the
Pooling Agreement may provide that none of the master servicer, the Depositor
or any director, officer, employee or agent of either of them will be under any
liability to the related trust fund or certificateholders for any action taken,
or not taken, in good faith pursuant to the Pooling Agreement or for errors in
judgment. The Pooling Agreement may also provide that the master servicer, the
Depositor and any director, officer, employee or agent of either of them will
be entitled to indemnification by the related trust fund against any loss,
liability or expense incurred in connection with any legal action that relates
to the Pooling Agreement or the related series of certificates. In addition,
the Pooling Agreement may provide that none of the servicer, special servicer
or the depositor will be under any obligation to appear in, prosecute or defend
any legal action that is not incidental to its responsibilities under the
Pooling Agreement.

EVENTS OF DEFAULT

     Each prospectus supplement will describe the events which will trigger a
default (each an "Event of Default"). For example, the related prospectus
supplement may provide that a default will occur if a servicer fails to make
remittance as required under the Pooling Agreement, if a special servicer fails
to make the required deposit, or if either the servicer or special servicer
materially fails to perform any of its obligations contained in the related
Pooling Agreement.

     The related prospectus supplement will describe the remedies available if
an Event of Default occurs with respect to the master servicer under a Pooling
Agreement, which remedies may include the termination of all of the rights and
obligations of the master servicer as master servicer under the Pooling
Agreement.

AMENDMENT

     Unless otherwise specified in the related prospectus supplement, each
Pooling Agreement may be amended, without the consent of any of the holders of
the related series of certificates


                                       51


     1.   to cure any ambiguity,

     2.   to correct a defective provision in the Pooling Agreement or to
          correct, modify or supplement any of its provisions that may be
          inconsistent with any other of its provisions,

     3.   to add any other provisions with respect to matters or questions
          arising under the Pooling Agreement that are not inconsistent with its
          provisions,

     4.   to comply with any requirements imposed by the Code, or

     5.   for any other purpose specified in the related prospectus supplement;

provided that the amendment (other than an amendment for the specific purpose
referred to in clause (4) above) may not (as evidenced by an opinion of counsel
to an effect satisfactory to the trustee) adversely affect in any material
respect the interests of any holder; and provided further that the amendment
(other than an amendment for one of the specific purposes referred to in
clauses (1) through (4) above) must be acceptable to each applicable rating
agency.

     Unless otherwise specified in the related prospectus supplement, each
Pooling Agreement may also be amended, with the consent of the holders of the
related series of certificates entitled to not less than 51% (or other
percentage specified in the related prospectus supplement) of the voting rights
for that series allocated to the affected classes, for any purpose. However,
unless otherwise specified in the related prospectus supplement, that amendment
may not:

     1.   reduce in any manner the amount of, or delay the timing of, payments
          received or advanced on mortgage loans that are required to be
          distributed in respect of any certificate without the consent of the
          holder of that certificate,

     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
          clause (1), without the consent of the holders of all certificates of
          that class, or

     3.   modify the amendment provisions of the Pooling Agreement described in
          this paragraph without the consent of the holders of all certificates
          of the related series.

     Unless otherwise specified in the related prospectus supplement, the
trustee will be prohibited from consenting to any amendment of a Pooling
Agreement pursuant to which one or more REMIC elections are to be or have been
made unless the trustee shall first have received an opinion of counsel to the
effect that the amendment will not result in the imposition of a tax on the
related trust fund or cause the related trust fund, or the designated portion,
to fail to qualify as a REMIC at any time that the related certificates are
outstanding.

LIST OF CERTIFICATEHOLDERS

     Unless otherwise specified in the related prospectus supplement, upon
written request of three or more certificateholders of record made for purposes
of communicating with other holders of certificates of the same series with
respect to their rights under the related Pooling Agreement, the trustee or
other specified person will afford those certificateholders access during
normal business hours to the most recent list of certificateholders of that
series held by that person. If that list is of a date more than 90 days prior
to the date of receipt of that certificateholder's request, then that person,
if not the registrar for that series of certificates, will be required to
request from that registrar a current list and to afford those requesting
certificateholders access thereto promptly upon receipt.

THE TRUSTEE

     The trustee under each Pooling Agreement will be named in the related
prospectus supplement. The commercial bank, national banking association,
banking corporation or trust company that serves as trustee may have typical
banking relationships with the Depositor and its affiliates and with any master
servicer or special servicer and its affiliates.


                                       52


DUTIES OF THE TRUSTEE

     The trustee for each series of certificates will make no representation as
to the validity or sufficiency of the related Pooling Agreement, the
certificates or any underlying mortgage loan or related document and will not
be accountable for the use or application by or on behalf of the master
servicer for that series of any funds paid to the master servicer or any
special servicer in respect of the certificates or the underlying mortgage
loans, or any funds deposited into or withdrawn from the certificate account or
any other account for that series by or on behalf of the master servicer or any
special servicer. If no Event of Default has occurred and is continuing, the
trustee for each series of certificates will be required to perform only those
duties specifically required under the related Pooling Agreement. However, upon
receipt of any of the various certificates, reports or other instruments
required to be furnished to it pursuant to the related Pooling Agreement, a
trustee will be required to examine those documents and to determine whether
they conform to the requirements of that agreement.

CERTAIN MATTERS REGARDING THE TRUSTEE

     As described in the related prospectus supplement, the fees and normal
disbursements of any trustee may be the expense of the related master servicer
or other specified person or may be required to be borne by the related trust
fund.

     Unless otherwise specified in the related prospectus supplement, the
trustee for each series of certificates will be entitled to indemnification,
from amounts held in the certificate account for that series, for any loss,
liability or expense incurred by the trustee in connection with the trustee's
acceptance or administration of its trusts under the related Pooling Agreement.
However, the indemnification will not extend to any loss, liability or expense
that constitutes a specific liability imposed on the trustee pursuant to the
related Pooling Agreement, or to any loss, liability or expense incurred by
reason of willful misfeasance, bad faith or gross negligence on the part of the
trustee in the performance of its obligations and duties under the Pooling
Agreement, or by reason of its reckless disregard of those obligations or
duties, or as may arise from a breach of any representation, warranty or
covenant of the trustee made in the Pooling Agreement.

     Unless otherwise specified in the related prospectus supplement, the
trustee for each series of certificates will be entitled to execute any of its
trusts or powers under the related Pooling Agreement or perform any of its
duties under that Pooling Agreement either directly or by or through agents or
attorneys, and the trustee will not be relieved of any of its duties or
obligations by virtue of the appointment of any agents or attorneys.

RESIGNATION AND REMOVAL OF THE TRUSTEE

     A trustee will be permitted at any time to resign from its obligations and
duties under the related Pooling Agreement by giving written notice to the
Depositor, the servicer, the special servicer and to all certificateholders.
Upon receiving this notice of resignation, the Depositor, or other person as
may be specified in the related prospectus supplement, will be required to use
its best efforts to promptly appoint a successor trustee. If no successor
trustee shall have accepted an appointment within a specified period after the
giving of notice of resignation, the resigning trustee may petition any court
of competent jurisdiction to appoint a successor trustee.

     If at any time a trustee ceases to be eligible to continue as trustee
under the related Pooling Agreement, or if at any time the trustee becomes
incapable of acting, or if certain events of, or proceedings in respect of,
bankruptcy or insolvency occur with respect to the trustee, the Depositor will
be authorized to remove the trustee and appoint a successor trustee. In
addition, holders of the certificates of any series entitled to at least 51%
(or other percentage specified in the related prospectus supplement) of the
voting rights for that series may at any time, with or without cause, remove
the trustee under the related Pooling Agreement and appoint a successor
trustee.

     Any resignation or removal of a trustee and appointment of a successor
trustee will not become effective until acceptance of appointment by the
successor trustee.


                                       53


                         DESCRIPTION OF CREDIT SUPPORT

GENERAL

     Credit support may be provided with respect to one or more classes of the
certificates of any series, or with respect to the related mortgage assets.
Credit support may be in the form of letters of credit, overcollateralization,
the subordination of one or more classes of certificates, insurance policies,
surety bonds, guarantees or reserve funds, or any combination of the foregoing.
If so provided in the related prospectus supplement, any form of credit support
may provide credit enhancement for more than one series of certificates to the
extent described in that 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 payment to certificateholders of all
amounts to which they are entitled under the related Pooling Agreement. If
losses or shortfalls occur that exceed the amount covered by the related credit
support or that are not covered by that 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 of
one series will be subject to the risk that the credit support will be
exhausted by the claims of the holders of certificates of one or more other
series before the former receive their intended share of that coverage.

     If credit support is provided with respect to one or more classes of
certificates of a series, or with respect to the related mortgage assets, the
related prospectus supplement will include a description of

     o    the nature and amount of coverage under the credit support,

     o    any conditions to payment under the credit support not otherwise
          described in this prospectus,

     o    any conditions under which the amount of coverage under the credit
          support may be reduced and under which that credit support may be
          terminated or replaced and

     o    the material provisions relating to the credit support.

     Additionally, the related prospectus supplement will set forth certain
information with respect to 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' equity or policyholders'
          surplus, if applicable, as of a date that will be specified in the
          prospectus supplement. See "Risk Factors--Credit Support May Not Cover
          Losses" in this prospectus.

SUBORDINATE CERTIFICATES

     If so specified in the related prospectus supplement, one or more classes
of certificates of a series may be Subordinate Certificates. To the extent
specified in the related prospectus supplement, the rights of the holders of
Subordinate Certificates to receive distributions from the certificate account
on any distribution date will be subordinated to the corresponding rights of
the holders of Senior Certificates. If so provided in the related prospectus
supplement, the subordination of a class may apply only in the event of (or may
be limited to) certain types of losses or shortfalls. The related prospectus
supplement will set forth information concerning the method and amount of
subordination provided by a class or classes of Subordinate Certificates in a
series and the circumstances under which that subordination will be available.


                                       54


CROSS-SUPPORT PROVISIONS

     If the mortgage assets in any trust fund are divided into separate groups,
each supporting a separate class or classes of certificates of the related
series, credit support may be provided by cross-support provisions requiring
that distributions be made on Senior Certificates evidencing interests in one
group of mortgage assets prior to distributions on Subordinate Certificates
evidencing interests in a different group of mortgage assets within the trust
fund. The prospectus supplement for a series that includes a cross-support
provision will describe the manner and conditions for applying those
provisions.

INSURANCE OR GUARANTEES WITH RESPECT TO MORTGAGE LOANS

     If so provided in the prospectus supplement for a series of certificates,
mortgage loans included in the related trust fund will be covered for certain
default risks by insurance policies or guarantees. To the extent deemed by the
Depositor to be material, a copy of that instrument will accompany the Current
Report on Form 8-K to be filed with the SEC within 15 days of issuance of the
certificates of the related series.

LETTER OF CREDIT

     If so provided in the prospectus supplement for a series of certificates,
deficiencies in amounts otherwise payable on those certificates or certain
classes of those certificates will be covered by one or more letters of credit,
issued by a bank or financial institution specified in the prospectus
supplement (the "L/C Bank"). Under a letter of credit, the L/C Bank will be
obligated to honor draws under a letter of credit in an aggregate fixed dollar
amount, net of unreimbursed payments, generally equal to a percentage specified
in the related prospectus supplement of the aggregate principal balance of the
mortgage assets on the related cut-off date or of the initial aggregate
principal balance of one or more classes of certificates. If so specified in
the related prospectus supplement, the letter of credit may permit draws only
in the event of certain types of losses and shortfalls. The amount available
under the letter of credit will, in all cases, be reduced to the extent of the
unreimbursed payments under the letter of credit and may otherwise be reduced
as described in the related prospectus supplement. The obligations of the L/C
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 that letter of credit will accompany
the Current Report on Form 8-K to be filed with the SEC within 15 days of
issuance of the certificates of the related series.

CERTIFICATE INSURANCE AND SURETY BONDS

     If so provided in the prospectus supplement for a series of certificates,
insurance policies and/or surety bonds provided by one or more insurance
companies or sureties of the insurance companies will cover deficiencies in
amounts otherwise payable on those certificates or certain classes. Those
instruments may cover, with respect to one or more classes of certificates of
the related series, timely distributions of interest and/or full distributions
of principal on the basis of a schedule of principal distributions set forth in
or determined in the manner specified in the related prospectus supplement. The
related prospectus supplement will describe any limitations on the draws that
may be made under that instrument. A copy of that instrument will accompany the
Current Report on Form 8-K to be filed with the SEC within 15 days of issuance
of the certificates of the related series.

RESERVE FUNDS

     If so provided in the prospectus supplement for a series of certificates,
deficiencies in amounts otherwise payable on those certificates or certain
classes of those certificates will be covered, to the extent of available
funds, by one or more reserve funds in which cash, a letter of credit,
short-term debt obligations, a demand note or a combination of those features
will be


                                       55


deposited, in the amounts specified in the prospectus supplement. If so
specified in the related prospectus supplement, the reserve fund for a series
may also be funded over time by a specified amount of the collections received
on the related mortgage assets.

     Amounts on deposit in any reserve fund for a series, together with the
reinvestment income on those amounts, if any, will be applied for the purposes,
in the manner, specified in the related prospectus supplement. If so specified
in the related prospectus supplement, reserve funds may be established to
provide protection only against certain types of losses and shortfalls.
Following each distribution date, amounts in a reserve fund in excess of any
amount required to be maintained in that reserve fund may be released from it
under the conditions specified in the related prospectus supplement.

     If so specified in the related prospectus supplement, amounts deposited in
any reserve fund will be invested in short-term debt obligations. Unless
otherwise specified in the related prospectus supplement, any reinvestment
income or other gain from those investments will be credited to the related
reserve fund for that series, and any loss resulting from those investments
will be charged to that reserve fund. However, that income may be payable to
any related master servicer or another service provider as additional
compensation for its services. The reserve fund, if any, for a series will not
be a part of the trust fund unless otherwise specified in the related
prospectus supplement.

CREDIT SUPPORT WITH RESPECT TO MBS

     If so provided in the prospectus supplement for a series of certificates,
any MBS included in the related trust fund and/or the related underlying
mortgage loans may be covered by one or more of the types of credit support
described in this prospectus. The related prospectus supplement will specify,
as to each form of credit support, the information indicated above with respect
to the credit support for each series, to the extent that information is
material and available.

                    CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS

     The following discussion contains general summaries of certain legal
aspects of loans secured by commercial and multifamily residential properties.
Because those legal aspects are governed by applicable state law, which laws
may differ substantially, the summaries do not purport to be complete, to
reflect the laws of any particular state, or to encompass the laws of all
states in which the security for the mortgage loans, or mortgage loans
underlying any MBS, is situated. Accordingly, the summaries are qualified in
their entirety by reference to the applicable laws of those states. See
"Description of the Trust Funds--Mortgage Loans" in this prospectus.

GENERAL

     Each mortgage loan will be evidenced by a promissory note or bond and
secured by an instrument granting a security interest in real property, which
may be a mortgage, deed of trust or a deed to secure debt, depending upon the
prevailing practice and law in the state in which the related Mortgaged
Property is located. Mortgages, deeds of trust and deeds to secure debt are in
this prospectus collectively referred to as "mortgages." A mortgage creates a
lien upon, or grants a title interest in, the real property covered thereby,
and represents the security for the repayment of the indebtedness customarily
evidenced by a promissory note. The priority of the lien created or interest
granted will depend on the terms of the mortgage and, in some cases, on the
terms of separate subordination agreements or intercreditor agreements with
others that hold interests in the real property, the knowledge of the parties
to the mortgage and, generally, the order of recordation of the mortgage in the
appropriate public recording office. However, the lien of a recorded mortgage
will generally be subordinate to later-arising liens for real estate taxes and
assessments and other charges imposed under governmental police powers.

TYPES OF MORTGAGE INSTRUMENTS

     There are two parties to a mortgage: a mortgagor who is the borrower and
usually the owner of the subject property, and a mortgagee, who is the lender.
In contrast, a deed of trust is


                                       56


a three-party instrument, among a trustor who is the equivalent of a borrower,
a trustee to whom the real property is conveyed, and a beneficiary, who is the
lender, for whose benefit the conveyance is made. Under a deed of trust, the
trustor grants the property, irrevocably until the debt is paid, in trust and
generally with a power of sale, to the trustee to secure repayment of the
indebtedness evidenced by the related mortgage note. A deed to secure debt
typically has two parties. The grantor (the borrower) conveys title to the real
property to the grantee (the lender) generally with a power of sale, until the
time the debt is repaid. In a case where the borrower is a land trust, there
would be an additional party because a land trustee holds legal title to the
property under a land trust agreement for the benefit of the borrower. At
origination of a mortgage loan involving a land trust, the borrower executes a
separate undertaking to make payments on the mortgage note. The mortgagee's
authority under a mortgage, the trustee's authority under a deed of trust and
the grantee's authority under a deed to secure debt are governed by the express
provisions of the related instrument, the law of the state in which the real
property is located, certain federal laws (including, without limitation, the
Servicemembers Civil Relief Act) and, in some deed of trust transactions, the
directions of the beneficiary.

LEASES AND RENTS

     Mortgages that encumber income-producing property often contain an
assignment of rents and leases, pursuant to which the borrower assigns to the
lender the borrower's right, title and interest as landlord under each lease
and the income derived therefrom, while, unless rents are to be paid directly
to the lender, retaining a revocable license to collect the rents for so long
as there is no default. If the borrower defaults, the license terminates and
the lender is entitled to collect the rents. Local law may require that the
lender take possession of the property and/or obtain a court-appointed receiver
before becoming entitled to collect the rents.

     In most states, hotel and motel room revenue are considered accounts
receivable under the Uniform Commercial Code, also known as the UCC, in cases
where hotels or motels constitute loan security, the borrower as additional
security for the loan generally pledges the revenue. In general, the lender
must file financing statements in order to perfect its security interest in the
revenue and must file continuation statements, generally every five years, to
maintain perfection of that security interest. Even if the lender's security
interest in room revenue is perfected under the UCC, it may be required to
commence a foreclosure action or otherwise take possession of the property in
order to collect the room revenue following a default. See "--Bankruptcy Laws"
below.

PERSONALTY

     In the case of certain types of mortgaged properties, for instance hotels,
motels and nursing homes, personal property (to the extent owned by the
borrower and not previously pledged) may constitute a significant portion of
the property's value as security. The creation and enforcement of liens on
personal property are governed by the UCC. Accordingly, if a borrower pledges
personal property as security for a mortgage loan, the lender generally must
file UCC financing statements in order to perfect its security interest in that
personal property, and must file continuation statements, generally every five
years, to maintain that perfection.

FORECLOSURE

     General. Foreclosure is a legal procedure that allows the lender to
recover its mortgage debt by enforcing its rights and available legal remedies
under the mortgage. If the borrower defaults in payment or performance of its
obligations under the mortgage note or mortgage, the lender has the right to
institute foreclosure proceedings to sell the real property at public auction
to satisfy the indebtedness.

     Foreclosure procedures vary from state to state. Two primary methods of
foreclosing a mortgage are judicial foreclosure, involving court proceedings,
and non-judicial foreclosure pursuant to a power of sale granted in the
mortgage instrument. Other foreclosure procedures are available in some states,
but they are either infrequently used or available only in limited
circumstances.


                                       57


     A foreclosure action is subject to most of the delays and expenses of
other lawsuits if defenses are raised or counterclaims are interposed, and
sometimes requires several years to complete. Moreover, as discussed below,
even a non-collusive, regularly conducted foreclosure sale may be challenged as
a fraudulent conveyance, regardless of the parties' intent, if a court
determines that the sale was for less than fair consideration and that the sale
occurred while the borrower was insolvent and within a specified period prior
to the borrower's filing for bankruptcy protection.

     Judicial Foreclosure. A judicial foreclosure proceeding is conducted in a
court having jurisdiction over the Mortgaged Property. Generally, the action is
initiated by the service of legal pleadings upon all parties having a
subordinate interest of record in the real property and all parties in
possession of the property, under leases or otherwise, whose interests are
subordinate to the mortgage. Delays in completion of the foreclosure may
occasionally result from difficulties in locating defendants. When the lender's
right to foreclose is contested, the legal proceedings can be time-consuming.
Upon successful completion of a judicial foreclosure proceeding, the court
generally issues a judgment of foreclosure and appoints a referee or other
officer to conduct a public sale of the Mortgaged Property, the proceeds of
which are used to satisfy the judgment. Those 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 lenders in foreclosure actions. These principles are
generally designed to relieve borrowers from the effects of mortgage defaults
perceived as harsh or unfair. Relying on those principles, a court may alter
the specific terms of a loan to the extent it considers necessary to prevent or
remedy an injustice, undue oppression or overreaching, or may require the
lender to undertake affirmative actions to determine the cause of the
borrower's default and the likelihood that the borrower will be able to
reinstate the loan. In some cases, courts have substituted their judgment for
the lenders and have required that lenders reinstate loans or recast payment
schedules in order to accommodate borrowers who are suffering from a temporary
financial disability. In other cases, courts have limited the right of the
lender to foreclose in the case of a non-monetary default, such as a failure to
adequately maintain the mortgaged property or an impermissible further
encumbrance of the mortgaged property. Finally, some courts have addressed the
issue of whether federal or state constitutional provisions reflecting due
process concerns for adequate notice require that a borrower receive notice in
addition to statutorily-prescribed minimum notice. For the most part, these
cases have upheld the reasonableness of the notice provisions or have found
that a public sale under a mortgage providing for a power of sale does not
involve sufficient state action to trigger constitutional protections.

     Non-Judicial Foreclosure/Power of Sale. Foreclosure of a deed of trust is
generally accomplished by a non-judicial trustee's sale pursuant to a power of
sale typically granted in the deed of trust. A power of sale may also be
contained in any other type of mortgage instrument if applicable law so
permits. A power of sale under a deed of trust allows a non-judicial public
sale to be conducted generally following a request from the beneficiary/lender
to the trustee to sell the property upon default by the borrower and after
notice of sale is given in accordance with the terms of the mortgage and
applicable state law. In some states, prior to that sale, the trustee under the
deed of trust must record a notice of default and notice of sale and send a
copy to the borrower and to any other party who has recorded a request for a
copy of a notice of default and notice of sale. In addition, in some states the
trustee must provide notice to any other party having an interest of record in
the real property, including junior lienholders. A notice of sale must be
posted in a public place and, in most states, published for a specified period
of time in one or more newspapers. The borrower or junior lienholder may then
have the right, during a reinstatement period required in some states, to cure
the default by paying the entire actual amount in arrears (without regard to
the acceleration of the indebtedness), plus the lender's expenses incurred in
enforcing the obligation. In other states, the borrower or the junior
lienholder is not provided a period to reinstate the loan, but has only the
right to pay off the


                                       58


entire debt to prevent the foreclosure sale. Generally, state law governs the
procedure for public sale, the parties entitled to notice, the method of giving
notice and the applicable time periods.

     Public Sale. A third party may be unwilling to purchase a mortgaged
property at a public sale because of the difficulty in determining the value of
that property at the time of sale, due to, among other things, redemption
rights which may exist and the possibility of physical deterioration of the
property during the foreclosure proceedings. Potential buyers may be reluctant
to purchase property at a foreclosure sale as a result of the 1980 decision of
the United States Court of Appeals for the Fifth Circuit in Durrett v.
Washington National Insurance Company and other decisions that have followed
its reasoning. The court in Durrett held that even a non-collusive, regularly
conducted foreclosure sale was a fraudulent transfer under the federal
bankruptcy code, as amended from time to time (11 U.S.C.) (the "Bankruptcy
Code") and, thus, could be rescinded in favor of the bankrupt's estate, if (1)
the foreclosure sale was held while the debtor was insolvent and not more than
one year prior to the filing of the bankruptcy petition and (2) the price paid
for the foreclosed property did not represent "fair consideration," which is
"reasonably equivalent value" under the Bankruptcy Code. Although the reasoning
and result of Durrett in respect of the Bankruptcy Code was rejected by the
United States Supreme Court in BFP v. Resolution Trust Corp., 511 U.S. 531
(1994), the case could nonetheless be persuasive to a court applying a state
fraudulent conveyance law which has provisions similar to those construed in
Durrett. For these reasons, it is common for the lender to purchase the
mortgaged property for an amount equal to the lesser of fair market value and
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
mortgagor's right in some states to remain in possession during a redemption
period, if applicable, the lender will become the owner of the property and
have both the benefits and burdens of ownership of the mortgaged property. For
example, the lender will have the obligation to pay debt service on any senior
mortgages, to pay taxes, obtain casualty insurance and to make those repairs at
its own expense as are necessary to render the property suitable for sale.
Frequently, the lender employs a third party management company to manage and
operate the property. The costs of operating and maintaining a commercial or
multifamily residential property may be significant and may be greater than the
income derived from that property. The costs of management and operation of
those mortgaged properties which are hotels, motels or restaurants or nursing
or convalescent homes or hospitals may be particularly significant because of
the expertise, knowledge and, with respect to nursing or convalescent homes or
hospitals, regulatory compliance, required to run those 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 those
operations. The lender will commonly obtain the services of a real estate
broker and pay the broker's commission in connection with the sale of the
property. Depending upon market conditions, the ultimate proceeds of the sale
of the property may not equal the amount of the mortgage against the property.
Moreover, a lender commonly incurs substantial legal fees and court costs in
acquiring a mortgaged property through contested foreclosure and/or bankruptcy
proceedings. Furthermore, a few states require that any environmental
contamination at 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 Risks" below. Generally state law controls
the amount of foreclosure expenses and costs, including attorneys' fees, that
may be recovered by a lender.

     The holder of a junior mortgage that forecloses on a mortgaged property
does so subject to senior mortgages and any other prior liens, and may be
obliged to keep senior mortgage loans current in order to avoid foreclosure of
its interest in the property. In addition, if the foreclosure of a junior
mortgage triggers the enforcement of a "due-on-sale" clause contained in a
senior mortgage, the junior mortgagee could be required to pay the full amount
of the senior mortgage indebtedness or face foreclosure.


                                       59


     Rights of Redemption. The purposes of a foreclosure action are to enable
the lender to realize upon its security and to bar the borrower, and all
persons who have interests in the property that are subordinate to that of the
foreclosing lender, from exercise of their "equity of redemption." The doctrine
of equity of redemption provides that, until the property encumbered by a
mortgage has been sold in accordance with a properly conducted foreclosure and
foreclosure sale, those having interests that are subordinate to that of the
foreclosing lender have an equity of redemption and may redeem the property by
paying the entire debt with interest. Those having an equity of redemption must
generally be made parties and joined in the foreclosure proceeding in order for
their equity of redemption to be terminated.

     The equity of redemption is a common-law (non-statutory) right which
should be distinguished from post-sale statutory rights of redemption. In some
states, after sale pursuant to a deed of trust or foreclosure of a mortgage,
the borrower and foreclosed junior lienors are given a statutory period in
which to redeem the property. In some states, statutory redemption may occur
only upon payment of the foreclosure sale price. In other states, redemption
may be permitted if the former borrower pays only a portion of the sums due.
The effect of a statutory right of redemption is to diminish the ability of the
lender to sell the foreclosed property because the exercise of a right of
redemption would defeat the title of any purchaser through a foreclosure.
Consequently, the practical effect of the redemption right is to force the
lender to maintain the property and pay the expenses of ownership until the
redemption period has expired. In some states, a post-sale statutory right of
redemption may exist following a judicial foreclosure.

     Anti-Deficiency Legislation. Some or all of the mortgage loans may be
nonrecourse loans, as to which recourse in the case of default will be limited
to the Mortgaged Property and those other assets, if any, that were pledged to
secure the mortgage loan. However, even if a mortgage loan by its terms
provides for recourse to the borrower's other assets, a lender's ability to
realize upon those assets may be limited by state law. For example, in some
states a lender cannot obtain a deficiency judgment against the borrower
following foreclosure or sale under a deed of trust. A deficiency judgment is a
personal judgment against the former borrower equal to the difference between
the net amount realized upon the public sale of the real property and the
amount due to the lender. Other statutes may require the lender to exhaust the
security afforded under a mortgage before bringing a personal action against
the borrower. In certain other states, the lender has the option of bringing a
personal action against the borrower on the debt without first exhausting that
security; however, in some of those states, the lender, following judgment on
that personal action, may be deemed to have elected a remedy and thus may be
precluded from foreclosing upon the security. Consequently, lenders in those
states where an election of remedy provision exists will usually proceed first
against the security. Finally, other statutory provisions, designed to protect
borrowers from exposure to large deficiency judgments that might result from
bidding at below-market values at the foreclosure sale, limit any deficiency
judgment to the excess of the outstanding debt over the fair market value of
the property at the time of the sale.

     Leasehold Risks. Mortgage loans may be secured by a mortgage on the
borrower's leasehold interest in a ground lease. Leasehold mortgage loans are
subject to certain risks not associated with mortgage loans secured by a lien
on the fee estate of the borrower. The most significant of these risks is that
if the borrower's leasehold were to be terminated upon a lease default, the
leasehold mortgagee would lose its security. This risk may be lessened if the
ground lease requires the lessor to give the leasehold mortgagee notices of
lessee defaults and an opportunity to cure them, permits the leasehold estate
to be assigned to and by the leasehold mortgagee or the purchaser at a
foreclosure sale, and contains certain other protective provisions typically
included in a "mortgageable" ground lease.

     Cooperative Shares. Mortgage loans may be secured by a security interest
on the borrower's ownership interest in shares, and the proprietary leases
appurtenant thereto, allocable to cooperative dwelling units that may be vacant
or occupied by non-owner tenants. Those loans are subject to certain risks not
associated with mortgage loans secured by a lien on


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the fee estate of a borrower in real property. This kind of loan typically is
subordinate to the mortgage, if any, on the Cooperative's building which, if
foreclosed, could extinguish the equity in the building and the proprietary
leases of the dwelling units derived from ownership of the shares of the
Cooperative. Further, transfer of shares in a Cooperative are subject to
various regulations as well as to restrictions under the governing documents of
the Cooperative, and the shares may be cancelled in the event that associated
maintenance charges due under the related proprietary leases are not paid.
Typically, a recognition agreement between the lender and the Cooperative
provides, among other things, the lender with an opportunity to cure a default
under a proprietary lease.

     Under the laws applicable in many states, "foreclosure" on Cooperative
shares is accomplished by a sale in accordance with the provisions of Article 9
of the UCC and the security agreement relating to the shares. Article 9 of the
UCC requires that a sale be conducted in a "commercially reasonable" manner,
which may be dependent upon, among other things, the notice given the debtor
and the method, manner, time, place and terms of the sale. Article 9 of the UCC
provides that the proceeds of the sale will be applied first to pay the costs
and expenses of the sale and then to satisfy the indebtedness secured by the
lender's security interest. A recognition agreement, however, generally
provides that the lender's right to reimbursement is subject to the right of
the Cooperative to receive sums due under the proprietary leases.

BANKRUPTCY LAWS

     Generally. The Bankruptcy Code and related state laws may interfere with
or affect the ability of a lender to realize upon collateral and/or to enforce
a deficiency judgment. For example, under the Bankruptcy Code, virtually all
actions (including foreclosure actions and deficiency judgment proceedings) 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 of a delay 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 a 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. In addition under certain
circumstances, 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 the 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 the 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 and/or the alteration of the repayment
schedule (with or without affecting the unpaid principal balance of the loan),
and/or an extension (or reduction) of the final maturity date. Some courts have
approved bankruptcy 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. If this is done the full amount due under the original loan
may never be repaid.

     The Bankruptcy Code provides that a lender's perfected pre-petition
security interest in leases, rents and hotel revenues continues in the
post-petition leases, rents and hotel revenues, unless a bankruptcy court
orders to the contrary "based on the equities of the case." Thus, unless a
court orders otherwise, revenues from a mortgaged property generated after the
date the bankruptcy petition is filed will normally constitute "cash
collateral" under the Bankruptcy Code. Debtors may only use cash collateral
upon obtaining the lender's consent or a prior court order


                                       61


finding that the lender's interest in the mortgaged property and the cash
collateral is "adequately protected" as the term is defined and interpreted
under the Bankruptcy Code. It should be noted, however, that the court may find
that the lender has no security interest in either pre-petition or
post-petition revenues if the court finds that the loan documents do not
contain language covering accounts, room rents, or other forms of personalty
necessary for a security interest to attach to hotel revenues.

     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
because of a provision in the lease to that effect or because of certain other
similar events. This prohibition on so-called "ipso facto clauses" could limit
the ability of the trustee to exercise certain contractual remedies with
respect to the leases on any mortgaged property. 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 those remedies in the event that a lessee becomes the
subject of a proceeding under the Bankruptcy Code. For example, a mortgagee
would be stayed from enforcing an assignment of the lease 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 related 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 if the assignment is not fully perfected under state law prior to
commencement of the bankruptcy proceeding.

     In addition, the Bankruptcy Code generally provides that a trustee or
debtor-in-possession may, subject to approval of the court, (a) assume the
lease and retain it or assign it to a third party or (b) 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. However, these remedies
may, in fact, be insufficient and 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. 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 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 percent, 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 the related renewal or extension
of the lease, any damages occurring after that date caused by the
nonperformance of any obligation of the lessor under the lease after that date.

     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.


                                       62


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 certain 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 mortgagee have been unreasonable, the lien of
the related mortgage may be subordinated to the claims of unsecured creditors.

     Certain of the Borrowers May Be Partnerships. The laws governing limited
partnerships in certain 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. Certain 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 (i) 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 (ii) the written provisions
of the limited partnership agreement permit the limited partners to agree
within a specified time frame (often 60 days) after the 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 certain states provide that the commencement
of a case under the Bankruptcy Code or state bankruptcy laws with respect to a
general partner of the partnerships triggers the dissolution of the
partnership, the winding up of its affairs and the distribution of its assets.
Those 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 the borrower's mortgage loan, which may reduce the yield on
the certificates in the same manner as a principal prepayment.

     In addition, the bankruptcy of the general or limited partner of a
borrower that is a partnership, or the bankruptcy of a member of a borrower
that is a limited liability company or the bankruptcy of a shareholder of a
borrower that is a corporation may provide the opportunity in the bankruptcy
case of the partner, member or shareholder to obtain an order from a court
consolidating the assets and liabilities of the partner, member or shareholder
with those of the mortgagor 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 partner, member or shareholder. Not only would the mortgaged property
be available to satisfy the claims of creditors of the partner, member or
shareholder, 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 mortgagor or its security interest in the mortgaged property.

ENVIRONMENTAL RISKS

     Real property pledged as security for a mortgage loan may be subject to
certain environmental risks. Under federal law, including the Comprehensive
Environmental Response,


                                       63


Compensation, and Liability Act of 1980, as amended (also known as "CERCLA")
and the laws of certain states, failure to perform the remediation required or
demanded by the state or federal government of any condition or circumstance
that

     o    may pose an imminent or substantial endangerment to human health or
          welfare or the environment,

     o    may result in a release or threatened release of any hazardous
          material, or

     o    may give rise to any environmental claim or demand,

     o    may give rise to a lien on the property to ensure the reimbursement of
          remedial costs incurred by the federal or state government. In several
          states, the lien has priority over the lien of an existing mortgage
          against the property. Of particular concern may be those mortgaged
          properties which are, or have been, the site of manufacturing,
          industrial, treatment, storage or disposal activity. Those
          environmental risks may give rise to (a) a diminution in value of
          property securing a mortgage note or the inability to foreclose
          against the property or (b) in certain circumstances as more fully
          described below, liability for clean-up costs or other remedial
          actions, which liability could exceed the value of the property, the
          aggregate assets of the owner or operator, or the principal balance of
          the related indebtedness.

     The state of the law is currently unclear as to whether and under what
circumstances cleanup costs, or the obligation to take remedial actions, could
be imposed on a secured lender. Under the laws of some states and under CERCLA,
a lender may become liable as an "owner" or an "operator" of a contaminated
mortgaged property for the costs of remediation of releases or threatened
releases of hazardous substances at the mortgaged property. The liability may
attach if the lender or its agents or employees have participated in the
management of the operations of the borrower, even though the environmental
damage or threat was caused by a prior owner, operator, or other third party.

     Excluded from CERCLA's definition of "owner or operator" is any person
"who, without participating in the management of a facility, holds indicia of
ownership primarily to protect his security interest" (the "secured-creditor
exemption"). This exemption for holders of a security interest such as a
secured lender applies only in circumstances when the lender seeks to protect
its security interest in the contaminated facility or property. Thus, if a
lender's activities encroach on the actual management of that facility or
property or of the borrower, the lender faces potential liability as an "owner
or operator" under CERCLA. Similarly, 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.

     Amendments to CERCLA provide examples of 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. Additionally, the amendments provide certain
protections from CERCLA liability as an "owner or operator" to a lender who
forecloses on contaminated property, as long as it seeks to divest itself of
the facility at the earliest practicable commercially reasonable time on
commercially reasonable terms. The amendments also limit the liability of
lenders under the federal Solid Waste Disposal Act for costs of responding to
leaking underground storage tanks. However, the protections afforded lenders
under the amendments are subject to terms and conditions that have not been
clarified by the courts. Moreover, the CERCLA secured-creditor exemption does
not necessarily affect the potential for liability in actions under other
federal or state laws which may impose liability on "owners or operators" but
do not incorporate the secured-creditor exemption. Furthermore, the
secured-creditor exemption does not protect lenders from other bases of CERCLA
liability, such as that imposed on "generators" or "transporters" of hazardous
substances.

     Environmental clean-up costs may be substantial. It is possible that those
costs could become a liability of the applicable trust fund and occasion a loss
to certificateholders if those remedial costs were incurred.


                                       64


     In a few states, transfers of some types of properties are conditioned
upon clean-up of contamination prior to transfer. It is possible that a
property securing a mortgage loan could be subject to these transfer
restrictions. If this occurs, and if the lender becomes the owner upon
foreclosure, the lender may be required to clean up the contamination before
selling the property.

     The cost of remediating hazardous substance contamination at a property
can be substantial. If a lender is or becomes liable, it can bring an action
for contribution against the owner or operator that created the environmental
hazard, but that person or entity may be without substantial assets.
Accordingly, it is possible that these costs could become a liability of a
trust fund and occasion a loss to certificateholders of the related series.

     To reduce the likelihood of this kind of loss, and unless otherwise
provided in the related prospectus supplement, the related Pooling Agreement
will provide that the master servicer may not, on behalf of the trust fund,
acquire title to a Mortgaged Property or take over its operation unless the
master servicer, based on a report prepared by a person who regularly conducts
environmental site assessments, has made the determination that it is
appropriate to do so. There can be no assurance that any environmental site
assessment obtained by the master servicer will detect all possible
environmental contamination or conditions or that the other requirements of the
related pooling and servicing agreement, even if fully observed by the master
servicer, will in fact insulate the related trust fund from liability with
respect to environmental matters.

     Even when a lender is not directly liable for cleanup costs on property
securing loans, if a property securing a loan is contaminated, the value of the
security is likely to be affected. In addition, a lender bears the risk that
unanticipated cleanup costs may jeopardize the borrower's repayment. Neither of
these two issues is likely to pose risks exceeding the amount of unpaid
principal and interest of a particular loan secured by a contaminated property,
particularly if the lender declines to foreclose on a mortgage secured by the
property.

     If a lender forecloses on a mortgage secured by a property the operations
of which are subject to environmental laws and regulations, the lender will be
required to operate the property in accordance with those laws and regulations.
Compliance would be complicated and may entail substantial expense.

     In addition, a lender may be obligated to disclose environmental
conditions on a property to government entities and/or to prospective buyers,
including prospective buyers at a foreclosure sale or following foreclosure.
That disclosure may decrease the amount that prospective buyers are willing to
pay for the affected property and thereby lessen the ability of the lender to
recover its investment in a loan upon foreclosure.

DUE-ON-SALE AND DUE-ON-ENCUMBRANCE

     Certain of the mortgage loans may contain "due-on-sale" and
"due-on-encumbrance" clauses that purport to permit the lender to accelerate
the maturity of the loan if the borrower transfers or encumbers the related
Mortgaged Property. The Garn-St Germain Depository Institutions Act of 1982
(the "Garn Act") generally preempts state laws that prohibit the enforcement of
"due-on-sale" clauses by providing, among other things, that "due-on-sale"
clauses in certain loans are enforceable within certain limitations as set
forth in the Garn Act. Therefore, subject to those limitations, a master
servicer may have the right to accelerate the maturity of a mortgage loan that
contains a "due-on-sale" provision upon transfer of an interest in the
property, whether or not the master servicer can demonstrate that the transfer
threatens its security interest in the property.

SUBORDINATE FINANCING

     Certain of the mortgage loans may not restrict the ability of the borrower
to use the Mortgaged Property as security for one or more additional loans.
Where a borrower encumbers a mortgaged property with one or more junior liens,
the senior lender is subjected to additional


                                       65


risk. First, the borrower may have difficulty servicing and repaying multiple
loans. Moreover, if the subordinate financing permits recourse to the borrower,
as is frequently the case, and the senior loan does not, a borrower may have
more incentive to repay sums due on the subordinate loan. Second, acts of the
senior lender that prejudice the junior lender or impair the junior lender's
security may create a superior equity in favor of the junior lender. For
example, if the borrower and the senior lender agree to an increase in the
principal amount of or the interest rate payable on the senior loan, the senior
lender may lose its priority to the extent any existing junior lender is harmed
or the borrower is additionally burdened. Third, if the borrower defaults on
the senior loan and/or any junior loan or loans, the existence of junior loans
and actions taken by junior lenders can impair the security available to the
senior lender and can interfere with or delay the taking of action by the
senior lender. Moreover, the bankruptcy of a junior lender may operate to stay
foreclosure or similar proceedings by the senior lender.

DEFAULT INTEREST AND LIMITATIONS ON PREPAYMENTS

     Mortgage notes and mortgages may contain provisions that obligate the
borrower to pay a late charge or additional interest if payments are not timely
made, and in some circumstances, may prohibit prepayments for a specified
period and/or condition prepayments upon the borrower's payment of prepayment
fees or yield maintenance penalties. In 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 or fee if the loan
is prepaid. In addition, the enforceability of provisions that provide for
prepayment fees or penalties upon an involuntary prepayment is unclear under
the laws of many states.

APPLICABILITY OF USURY LAWS

     Title V of the Depository Institutions Deregulation and Monetary Control
Act of 1980 ("Title V") provides that state usury limitations shall not apply
to certain types of residential, including multifamily but not 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 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 and/or to limit discount points or other charges.

     In any state in which application of Title V has been expressly rejected
or a provision limiting discount points or other charges has been adopted, no
mortgage loan originated after the date of that state action will (if
originated after that rejection or adoption) be eligible for inclusion in a
trust fund unless (1) the mortgage loan provides for an interest rate, discount
points and charges as are permitted in that state or (2) the mortgage loan
provides that the terms are to 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, thereby permitting the borrower to cancel the recorded mortgage or
deed of trust without any payment or prohibiting the lender from foreclosing.


                                       66


SERVICEMEMBERS CIVIL RELIEF ACT

     Under the terms of the Servicemembers Civil Relief Act (the "Relief Act"),
a borrower who enters military service after the origination of that borrower's
mortgage loan, including a borrower who was in reserve status and is called to
active duty after origination of the mortgage loan, upon notification by such
borrower, shall not be charged interest, including fees and charges, in excess
of 6% per annum during the period of that borrower's active duty status. In
addition to adjusting the interest, the lender must forgive any such interest
in excess of 6% unless a court or administrative agency orders otherwise upon
application of the lender. The Relief Act applies to individuals who are
members of the Army, Navy, Air Force, Marines, National Guard, Reserves, Coast
Guard and officers of the U.S. Public Health Service or the National Oceanic
and Atmospheric Administration assigned to duty with the military. Because the
Relief Act applies to individuals who enter military service, including
reservists who are called to active duty, after origination of the related
mortgage loan, no information can be provided as to the number of loans with
individuals as borrowers that may be affected by the Relief Act. Application of
the Relief Act would adversely affect, for an indeterminate period of time, the
ability of 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, unless otherwise specified in the related
prospectus supplement, any form of credit support provided in connection with
those 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.

TYPE OF MORTGAGED PROPERTY

     The lender may be subject to additional risk depending upon the type and
use of the Mortgaged Property in question. For instance, Mortgaged Properties
which are hospitals, nursing homes or convalescent homes may present special
risks to lenders in large part due to significant governmental regulation of
the operation, maintenance, control and financing of health care institutions.
Mortgages on Mortgaged Properties which are owned by the borrower under a
condominium form of ownership are subject to the declaration, by-laws and other
rules and regulations of the condominium association. Mortgaged Properties
which are hotels or motels may present additional risk to the lender in that:

     1.   hotels and motels are typically operated pursuant to franchise,
          management and operating agreements which may be terminable by the
          operator; and

     2.   the transferability of the hotel's operating, liquor and other
          licenses to the entity acquiring the hotel either through purchase or
          foreclosure is subject to the vagaries of local law requirements.

     In addition, Mortgaged Properties which are multifamily properties or
cooperatively owned multifamily properties may be subject to rent control laws,
which could impact the future cash flows of those properties.

AMERICANS WITH DISABILITIES ACT

     Under Title III of the Americans with Disabilities Act of 1990 (the
"ADA"), in order to protect individuals with disabilities, public
accommodations (such as hotels, restaurants, shopping centers, hospitals,
schools and social service center establishments) must remove architectural and
communication barriers which are structural in nature from existing places of
public accommodation to the extent "readily achievable." In addition, under the
ADA, alterations to a place of public accommodation or a commercial facility
are to be made so that, to the maximum extent feasible, the altered portions
are readily accessible to and usable by disabled individuals. The "readily
achievable" standard takes into account, among other factors, the financial


                                       67


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 requirements on a
foreclosing lender who succeeds to the interest of the borrower as owner or
landlord. Furthermore, since the "readily achievable" standard may vary
depending on the financial condition of the owner or landlord, a foreclosing
lender who is financially more capable than the borrower of complying with the
requirements of the ADA may be subject to more stringent requirements than
those to which the borrower is subject.

FORFEITURE FOR DRUG, RICO AND MONEY LAUNDERING VIOLATIONS

     Federal law provides that property purchased or improved with assets
derived from criminal activity or otherwise tainted, or used in the commission
of certain offenses, can be seized and ordered forfeited to the United States
of America. The offenses which can trigger such a seizure and forfeiture
include, among others, violations of the Racketeer Influenced and Corrupt
Organizations Act, the Bank Secrecy Act, the anti-money laundering laws and
regulations, including the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001,
also known as the USA Patriot Act, and the regulations issued pursuant to the
USA Patriot Act, as well as the narcotic drug laws. In many instances, the
United States may seize the property even before a conviction occurs.

     In the event of a forfeiture proceeding, a lender may be able to establish
its interest in the property by proving that (1) its mortgage was executed and
recorded before the commission of the illegal conduct from which the assets
used to purchase or improve the property were derived or before any other crime
upon which the forfeiture is based, or (2) the lender, 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 defense will be successful.

                    CERTAIN FEDERAL INCOME TAX CONSEQUENCES

     The following is a general discussion of the anticipated material federal
income tax consequences of the purchase, ownership and disposition of
certificates. The discussion below does not purport to address all federal
income tax consequences that may be applicable to particular categories of
investors, some of which may be subject to special rules. Further, the
authorities on which this discussion is based are subject to change or
differing interpretations, and any change or interpretation could apply
retroactively. No rulings have been or will be sought from the Internal Revenue
Service (the "IRS") with respect to any of the federal income tax consequences
discussed below. Accordingly, the IRS may take contrary positions. This
discussion reflects the applicable provisions of the Code as well as
regulations (the "REMIC Regulations") promulgated by the U.S. Department of
Treasury (the "Treasury"). Investors should consult their own tax advisors in
determining the federal, state, local and other tax consequences to them of the
purchase, ownership and disposition of certificates.

     For purposes of this discussion, (1) references to the mortgage loans
include references to the mortgage loans underlying MBS included in the
mortgage assets and (2) where the applicable prospectus supplement provides for
a fixed retained yield with respect to the mortgage loans underlying a series
of certificates, references to the mortgage loans will be deemed to refer to
that portion of the mortgage loans held by the trust fund which does not
include the Retained Interest. References to a "holder" or "certificateholder"
in this discussion generally mean the beneficial owner of a certificate.

             FEDERAL INCOME TAX CONSEQUENCES FOR REMIC CERTIFICATES

GENERAL

     With respect to a particular series of certificates, an election may be
made to treat the trust fund or one or more segregated pools of assets in the
trust fund as one or more REMICs within


                                       68


the meaning of Code Section 860D. A trust fund or a portion of a trust fund as
to which a REMIC election is made will be referred to as a "REMIC Pool." For
purposes of this discussion, certificates of a series as to which one or more
REMIC elections are made are referred to as "REMIC Certificates" and will
consist of one or more classes of "Regular Certificates" and one class of
Residual Certificates in the case of each REMIC Pool. Qualification as a REMIC
requires ongoing compliance with certain conditions. With respect to each
series of REMIC Certificates, Cadwalader, Wickersham & Taft LLP, counsel to the
Depositor, will deliver its opinion generally to the effect that, assuming:

     1.   the making of an election,

     2.   compliance with the Pooling Agreement and any other governing
          documents and

     3.   compliance with any changes in the law, including any amendments to
          the Code or applicable Treasury regulations under the Code, each REMIC
          Pool will qualify as a REMIC.

     In that case, the Regular Certificates will be considered to be "regular
interests" in the REMIC Pool and generally will be treated for federal income
tax purposes as if they were newly originated debt instruments, and the
Residual Certificates will be considered to be "residual interests" in the
REMIC Pool. The prospectus supplement for each series of certificates will
indicate whether one or more REMIC elections with respect to the related trust
fund will be made, in which event references to "REMIC" or "REMIC Pool" below
shall be deemed to refer to that REMIC Pool. If so specified in the applicable
prospectus supplement, the portion of a trust fund as to which a REMIC election
is not made may be treated as a grantor trust for federal income tax purposes.
See "--Federal Income Tax Consequences for Certificates as to Which No REMIC
Election Is Made" below.

CHARACTERIZATION OF INVESTMENTS IN REMIC CERTIFICATES

     REMIC Certificates held by a domestic building and loan association will
constitute "a regular or residual interest in a REMIC" within the meaning of
Code Section 7701(a)(19)(C)(xi), but only in the same proportion that the
assets of the REMIC Pool would be treated as "loans . . . secured by an
interest in real property which is . . . residential real property" (such as
single family or multifamily properties, but not commercial properties) within
the meaning of Code Section 7701(a)(19)(C)(v) or as other assets described in
Code Section 7701(a)(19)(C), and otherwise will not qualify for that treatment.
REMIC Certificates held by a real estate investment trust will constitute "real
estate assets" within the meaning of Code Section 856(c)(5)(B), and interest,
including original issue discount, on the Regular Certificates and income with
respect to Residual Certificates will be considered "interest on obligations
secured by mortgages on real property or on interests in real property" within
the meaning of Code Section 856(c)(3)(B) if received by a real estate
investment trust in the same proportion that, for both purposes, the assets of
the REMIC Pool would be so treated. If at all times 95% or more of the assets
of the REMIC Pool qualify for each of the foregoing respective treatments, the
REMIC Certificates will qualify for the corresponding status in their entirety.
Mortgage Loans held by the REMIC Pool that have been defeased with U.S.
Treasury obligations will not qualify for the foregoing treatments. For
purposes of Code Section 856(c)(5)(B), payments of principal and interest on
the mortgage loans that are reinvested pending distribution to holders of REMIC
Certificates qualify for that treatment. Where two REMIC Pools are a part of a
tiered structure they will be treated as one REMIC for purposes of the tests
described above respecting asset ownership of more or less than 95%. Regular
Certificates will be "qualified mortgages" for another REMIC for purposes of
Code Section 860G(a)(3). REMIC Certificates held by a regulated investment
company will not constitute "Government Securities" within the meaning of Code
Section 851(b)(3)(A)(i). REMIC Certificates held by certain financial
institutions will constitute an "evidence of indebtedness" within the meaning
of Code Section 582(c)(1).

QUALIFICATION AS A REMIC

     In order for the REMIC Pool to qualify as a REMIC, there must be ongoing
compliance on the part of the REMIC Pool with the requirements set forth in the
Code. The REMIC Pool must fulfill


                                       69


an asset test, which requires that no more than a de minimis portion of the
assets of the REMIC Pool, as of the close of the third calendar month beginning
after the "Startup Day" (which for purposes of this discussion is the date of
issuance of the REMIC Certificates) and at all times thereafter, may consist of
assets other than "qualified mortgages" and "permitted investments." The REMIC
Regulations provide a safe harbor pursuant to which the de minimis requirement
is met if at all times the aggregate adjusted basis of the nonqualified assets
is less than 1% of the aggregate adjusted basis of all the REMIC Pool's assets.
An entity that fails to meet the safe harbor may nevertheless demonstrate that
it holds no more than a de minimis amount of nonqualified assets. A REMIC also
must provide "reasonable arrangements" to prevent its residual interest from
being held by "disqualified organizations" and must furnish applicable tax
information to transferors or agents that violate this requirement. The Pooling
Agreement for each series will contain a provision designed to meet this
requirement. See "--Taxation of Residual Certificates--Tax-Related Restrictions
on Transfer of Residual Certificates--Disqualified Organizations" below.

     A qualified mortgage is any obligation that is principally secured by an
interest in real property and that is either transferred to the REMIC Pool on
the Startup Day in exchange for regular or residual interests, or is either
purchased by the REMIC Pool within a three-month period thereafter, or
represents an increase in the loan advanced to the obligor under its original
terms, in either case pursuant to a fixed price contract in effect on the
Startup Day. Qualified mortgages include (i) whole mortgage loans, such as the
mortgage loans, (ii) certificates of beneficial interest in a grantor trust
that holds mortgage loans, including certain of the MBS, (iii) regular
interests in another REMIC, such as MBS in a trust as to which a REMIC election
has been made, (iv) loans secured by timeshare interests and (v) loans secured
by shares held by a tenant stockholder in a cooperative housing corporation,
provided, in general:

     1.   the fair market value of the real property security (including
          buildings and structural components) is at least 80% of the principal
          balance of the related mortgage loan or mortgage loan underlying the
          mortgage certificate either at origination or as of the Startup Day
          (an original loan-to-value ratio of not more than 125% with respect to
          the real property security), or

     2.   substantially all the proceeds of the mortgage loan or the underlying
          mortgage loan were used to acquire, improve or protect an interest in
          real property that, at the origination date, was the only security for
          the mortgage loan or underlying mortgage loan.

     If the mortgage loan has been substantially modified other than in
connection with a default or reasonably foreseeable default, it must meet the
loan-to-value test in (1) of the preceding sentence as of the date of the last
modification or at closing. A qualified mortgage includes a qualified
replacement mortgage, which is any obligation that would have been treated as a
qualified mortgage if it were transferred to the REMIC Pool on the Startup Day
and that is received either (1) in exchange for any qualified mortgage within a
three-month period thereafter or (2) in exchange for a defective obligation
within a two-year period thereafter. A "defective obligation" includes

     o    a mortgage in default or as to which default is reasonably
          foreseeable,

     o    a mortgage as to which a customary representation or warranty made at
          the time of transfer to the REMIC Pool has been breached,

     o    a mortgage that was fraudulently procured by the mortgagor, and

     o    a mortgage that was not in fact principally secured by real property
          (but only if the mortgage is disposed of within 90 days of discovery).

     A mortgage loan that is defective as described in the 4th clause in the
immediately preceding sentence that is not sold or, if within two years of the
Startup Day, exchanged, within 90 days of discovery, ceases to be a qualified
mortgage after that 90-day period.


                                       70


     Permitted investments include cash flow investments, qualified reserve
assets, and foreclosure property. A cash flow investment is an investment,
earning a return in the nature of interest, of amounts received on or with
respect to qualified mortgages for a temporary period, not exceeding 13 months,
until the next scheduled distribution to holders of interests in the REMIC
Pool. A qualified reserve asset is any intangible property held for investment
that is part of any reasonably required reserve maintained by the REMIC Pool to
provide for payments of expenses of the REMIC Pool or amounts due on the
regular or residual interests in the event of defaults (including
delinquencies) on the qualified mortgages, lower than expected reinvestment
returns, prepayment interest shortfalls and certain other contingencies. In
addition, a reserve fund (limited to not more than 50% of the REMIC Pool's
initial assets) may be used to provide a source of funds for the purchase of
increases in the balances of qualified mortgages pursuant to their terms. A
reserve fund will be disqualified if more than 30% of the gross income from the
assets in the fund for the year is derived from the sale or other disposition
of property held for less than three months, unless required to prevent a
default on the regular interests caused by a default on one or more qualified
mortgages. A reserve fund must be reduced "promptly and appropriately" to the
extent no longer required. Foreclosure property is real property acquired by
the REMIC Pool in connection with the default or imminent default of a
qualified mortgage, provided the Depositor had no knowledge that the mortgage
loan would go into default at the time it was transferred to the REMIC Pool.
Foreclosure property generally must be disposed of prior to the close of the
third calendar year following the acquisition of the property by the REMIC
Pool, with an extension that may be granted by the IRS.

     In addition to the foregoing requirements, the various interests in a
REMIC Pool also must meet certain requirements. All of the interests in a REMIC
Pool must be either of the following: (1) one or more classes of regular
interests or (2) a single class of residual interests on which distributions,
if any, are made pro rata. A regular interest is an interest in a REMIC Pool
that is issued on the Startup Day with fixed terms, is designated as a regular
interest, and unconditionally entitles the holder to receive a specified
principal amount (or other similar amount), and provides that interest payments
(or other similar amounts), if any, at or before maturity either are payable
based on a fixed rate or a qualified variable rate, or consist of a specified,
nonvarying portion of the interest payments on qualified mortgages. The
specified portion may consist of a fixed number of basis points, a fixed
percentage of the total interest, or a fixed or qualified variable or inverse
variable rate on some or all of the qualified mortgages minus a different fixed
or qualified variable rate. The specified principal amount of a regular
interest that provides for interest payments consisting of a specified,
nonvarying portion of interest payments on qualified mortgages may be zero. A
residual interest is an interest in a REMIC Pool other than a regular interest
that is issued on the Startup Day and that is designated as a residual
interest. An interest in a REMIC Pool may be treated as a regular interest even
if payments of principal with respect to that interest are subordinated to
payments on other regular interests or the residual interest in the REMIC Pool,
and are dependent on the absence of defaults or delinquencies on qualified
mortgages or permitted investments, lower than reasonably expected returns on
permitted investments, unanticipated expenses incurred by the REMIC Pool or
prepayment interest shortfalls. Accordingly, the Regular Certificates of a
series will constitute one or more classes of regular interests, and the
Residual Certificates for each REMIC Pool of that series will constitute a
single class of residual interests on which distributions are made pro rata.

     If an entity, such as the REMIC Pool, fails to comply with one or more of
the ongoing requirements of the Code for REMIC status during any taxable year,
the Code provides that the entity will not be treated as a REMIC for that year
and thereafter. In this event, an entity with multiple classes of ownership
interests may be treated as a separate association taxable as a corporation
under Treasury regulations, and the Regular Certificates may be treated as
equity interests in the REMIC Pool. The Code, however, authorizes the Treasury
Department to issue regulations that address situations where failure to meet
one or more of the requirements for REMIC status occurs inadvertently and in
good faith, and disqualification of the REMIC Pool


                                       71


would occur absent regulatory relief. Investors should be aware, however, that
the Conference Committee Report to the Tax Reform Act of 1986 (the "Reform
Act") indicates that the relief may be accompanied by sanctions, such as the
imposition of a corporate tax on all or a portion of the REMIC Pool's income
for the period of time in which the requirements for REMIC status are not
satisfied.

TAXATION OF REGULAR CERTIFICATES

     General.

     A regular interest will be treated as a newly originated debt instrument
for federal income tax purposes. In general, interest, original issue discount
and market discount on a Regular Certificate will be treated as ordinary income
to a holder of the Regular Certificate (the "Regular Certificateholder") as
they accrue, and principal payments on a Regular Certificate will be treated as
a return of capital to the extent of the Regular Certificateholder's basis in
the Regular Certificate allocable thereto (other than accrued market discount
not yet reported as ordinary income). Regular Certificateholders must use the
accrual method of accounting with regard to Regular Certificates, regardless of
the method of accounting otherwise used by those Regular Certificateholders.

     Original Issue Discount.

     Accrual Certificates and principal-only certificates will be, and other
classes of Regular Certificates may be, issued with "original issue discount"
within the meaning of Code Section 1273(a). Holders of any class of Regular
Certificates having original issue discount generally must include original
issue discount in ordinary income for federal income tax purposes as it
accrues, in accordance with the constant yield method that takes into account
the compounding of interest, in advance of receipt of the cash attributable to
that income. The following discussion is based in part on Treasury regulations
(the "OID Regulations") under Code Sections 1271 through 1275 and in part on
the provisions of the Reform Act. Regular Certificateholders should be aware,
however, that the OID Regulations do not adequately address certain issues
relevant to prepayable securities, such as the Regular Certificates. To the
extent those issues are not addressed in those regulations, the Depositor
intends to apply the methodology described in the Conference Committee Report
to the Reform Act. We cannot assure you that the IRS will not take a different
position as to those matters not currently addressed by the OID Regulations.
Moreover, the OID Regulations include an anti-abuse rule allowing the IRS to
apply or depart from the OID Regulations where necessary or appropriate to
ensure a reasonable tax result in light of the applicable statutory provisions.
A tax result will not be considered unreasonable under the anti-abuse rule in
the absence of a substantial effect on the present value of a taxpayer's tax
liability. Investors are advised to consult their own tax advisors as to the
discussion in this prospectus and the appropriate method for reporting interest
and original issue discount with respect to the Regular Certificates.

     Each Regular Certificate, except to the extent described below with
respect to a Regular Certificate on which principal is distributed by random
lot ("Random Lot Certificates"), will be treated as a single installment
obligation for purposes of determining the original issue discount includible
in a Regular Certificateholder's income. The total amount of original issue
discount on a Regular Certificate is the excess of the "stated redemption price
at maturity" of the Regular Certificate over its "issue price." The issue price
of a class of Regular Certificates offered pursuant to this prospectus
generally is the first price at which a substantial amount of Regular
Certificates of that class is sold to the public (excluding bond houses,
brokers and underwriters). Although unclear under the OID Regulations, the
Depositor intends to treat the issue price of a class as to which there is no
substantial sale as of the issue date or that is retained by the Depositor as
the fair market value of that class as of the issue date. The issue price of a
Regular Certificate also includes the amount paid by an initial Regular
Certificateholder for accrued interest that relates to a period prior to the
issue date of the Regular Certificate, unless the Regular Certificateholder


                                       72


elects on its federal income tax return to exclude that amount from the issue
price and to recover it on the first distribution date. The stated redemption
price at maturity of a Regular Certificate always includes the original
principal amount of the Regular Certificate, but generally will not include
distributions of stated interest if those interest distributions constitute
"qualified stated interest." Under the OID Regulations, qualified stated
interest generally means interest payable at a single fixed rate or a qualified
variable rate (as described below) provided that those interest payments are
unconditionally payable at intervals of one year or less during the entire term
of the Regular Certificate. Because there is no penalty or default remedy in
the case of nonpayment of interest with respect to a Regular Certificate, it is
possible that no interest on any class of Regular Certificates will be treated
as qualified stated interest. However, except as provided in the following
three sentences or in the applicable prospectus supplement, because the
underlying mortgage loans provide for remedies in the event of default, we
intend to treat interest with respect to the Regular Certificates as qualified
stated interest. Distributions of interest on an Accrual Certificate, or on
other Regular Certificates with respect to which deferred interest will accrue,
will not constitute qualified stated interest, in which case the stated
redemption price at maturity of the Regular Certificates includes all
distributions of interest as well as principal on those Regular Certificates.
Likewise, we intend to treat an "interest only" class, or a class on which
interest is substantially disproportionate to its principal amount, a so-called
"super-premium" class, as having no qualified stated interest. Where the
interval between the issue date and the first distribution date on a Regular
Certificate is shorter than the interval between subsequent distribution dates,
the interest attributable to the additional days will be included in the stated
redemption price at maturity.

     Under a de minimis rule, original issue discount on a Regular Certificate
will be considered to be zero if the original issue discount is less than 0.25%
of the stated redemption price at maturity of the Regular Certificate
multiplied by the weighted average maturity of the Regular Certificate. For
this purpose, the weighted average maturity of the Regular Certificate is
computed as the sum of the amounts determined by multiplying the number of full
years (i.e., rounding down partial years) from the issue date until each
distribution 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 Regular Certificate and the denominator of which is the stated
redemption price at maturity of the Regular Certificate. The Conference
Committee Report to the Reform Act provides that the schedule of distributions
should be determined in accordance with the assumed rate of prepayment of the
mortgage loans (the "Prepayment Assumption") and the anticipated reinvestment
rate, if any, relating to the Regular Certificates. The Prepayment Assumption
with respect to a Series of Regular Certificates will be set forth in the
related prospectus supplement. Holders generally must report de minimis
original issue discount pro rata as principal payments are received, and that
income will be capital gain if the Regular Certificate is held as a capital
asset. However, under the OID Regulations, Regular Certificateholders may elect
to accrue all de minimis original issue discount as well as market discount and
market premium under the constant yield method. See "--Election to Treat All
Interest Under the Constant Yield Method" below.

     A Regular Certificateholder generally must include in gross income for any
taxable year the sum of the "daily portions," as defined below, of the original
issue discount on the Regular Certificate accrued during an accrual period for
each day on which it holds the Regular Certificate, including the date of
purchase but excluding the date of disposition. We intend to treat the monthly
period ending on the day before each distribution date as the accrual period.
With respect to each Regular Certificate, a calculation will be made of the
original issue discount that accrues during each successive full accrual
period, or shorter period from the date of original issue, that ends on the day
before the related distribution date on the Regular Certificate. The Conference
Committee Report to the Reform Act states that the rate of accrual of original
issue discount is intended to be based on the Prepayment Assumption. Other than
as discussed below with respect to a Random Lot Certificate, the original issue
discount accruing in a full accrual period would be the excess, if any, of:


                                       73


     1.   the sum of (a) the present value of all of the remaining distributions
          to be made on the Regular Certificate as of the end of that accrual
          period that are included in the Regular Certificate's stated
          redemption price at maturity and (b) the distributions made on the
          Regular Certificate during the accrual period that are included in the
          Regular Certificate's stated redemption price at maturity, over

     2.   the adjusted issue price of the Regular Certificate at the beginning
          of the accrual period.

     The present value of the remaining distributions referred to in the
preceding sentence is calculated based on:

     1.   the yield to maturity of the Regular Certificate at the issue date,

     2.   events (including actual prepayments) that have occurred prior to the
          end of the accrual period, and

     3.   the Prepayment Assumption.

     For these purposes, the adjusted issue price of a Regular Certificate at
the beginning of any accrual period equals the issue price of the Regular
Certificate, increased by the aggregate amount of original issue discount with
respect to the Regular Certificate that accrued in all prior accrual periods
and reduced by the amount of distributions included in the Regular
Certificate's stated redemption price at maturity that were made on the Regular
Certificate in those prior periods. The original issue discount accruing during
any accrual period (as determined in this paragraph) will then be divided by
the number of days in the period to determine the daily portion of original
issue discount for each day in the period. With respect to an initial accrual
period shorter than a full accrual period, the daily portions of original issue
discount must be determined according to an appropriate allocation under any
reasonable method.

     Under the method described above, the daily portions of original issue
discount required to be included in income by a Regular Certificateholder
generally will increase to take into account prepayments on the Regular
Certificates as a result of prepayments on the mortgage loans that exceed the
Prepayment Assumption, and generally will decrease, but not below zero for any
period, if the prepayments are slower than the Prepayment Assumption. An
increase in prepayments on the mortgage loans with respect to a series of
Regular Certificates can result in both a change in the priority of principal
payments with respect to certain classes of Regular Certificates and either an
increase or decrease in the daily portions of original issue discount with
respect to those Regular Certificates.

     In the case of a Random Lot Certificate, we intend to determine the yield
to maturity of that certificate based upon the anticipated payment
characteristics of the class as a whole under the Prepayment Assumption. In
general, the original issue discount accruing on each Random Lot Certificate in
a full accrual period would be its allocable share of the original issue
discount with respect to the entire class, as determined in accordance with the
preceding paragraph. However, in the case of a distribution in retirement of
the entire unpaid principal balance of any Random Lot Certificate, or portion
of that unpaid principal balance, (a) the remaining unaccrued original issue
discount allocable to that certificate (or to that portion) will accrue at the
time of that distribution, and (b) the accrual of original issue discount
allocable to each remaining certificate of the class (or the remaining unpaid
principal balance of a partially redeemed Random Lot Certificate after a
distribution of principal has been received) will be adjusted by reducing the
present value of the remaining payments on that class and the adjusted issue
price of that class to the extent attributable to the portion of the unpaid
principal balance of the class that was distributed. We believe that the
foregoing treatment is consistent with the "pro rata prepayment" rules of the
OID Regulations, but with the rate of accrual of original issue discount
determined based on the Prepayment Assumption for the class as a whole. You are
advised to consult your tax advisors as to this treatment.

     The Treasury proposed regulations on August 24, 2004 that create a special
rule for accruing original issue discount on Regular Certificates providing for
a delay between record and payment


                                       74


dates, such that the period over which original issue discount accrues
coincides with the period over which the Regular Certificateholder's right to
interest payment accrues under the governing contract provisions rather than
over the period between distribution dates. If the proposed regulations are
adopted in the same form as proposed, taxpayers would be required to accrue
interest from the issue date to the first record date, but would not be
required to accrue interest after the last record date. The proposed
regulations are limited to Regular Certificates with delayed payment for
periods of fewer than 32 days. The proposed regulations are proposed to apply
to any Regular Certificate issued after the date the final regulations are
published in the Federal Register.

     Acquisition Premium.

     A purchaser of a Regular Certificate at a price greater than its adjusted
issue price but less than its stated redemption price at maturity will be
required to include in gross income the daily portions of the original issue
discount on the Regular Certificate reduced pro rata by a fraction, the
numerator of which is the excess of its purchase price over the adjusted issue
price and the denominator of which is the excess of the remaining stated
redemption price at maturity over the adjusted issue price. Alternatively, a
subsequent purchaser may elect to treat all of the acquisition premium under
the constant yield method, as described below under the heading "--Election to
Treat All Interest Under the Constant Yield Method" below.

     Variable Rate Regular Certificates.

     Regular Certificates may provide for interest based on a variable rate.
Under the OID Regulations, interest is treated as payable at a variable rate
if, generally:

     1.   the issue price does not exceed the original principal balance by more
          than a specified amount, and

     2.   the interest compounds or is payable at least annually at current
          values of

          (a)  one or more "qualified floating rates,"

          (b)  a single fixed rate and one or more qualified floating rates,

          (c)  a single "objective rate," or

          (d)  a single fixed rate and a single objective rate that is a
               "qualified inverse floating rate."

     A floating rate is a qualified floating rate if variations in the rate can
reasonably be expected to measure contemporaneous variations in the cost of
newly borrowed funds, where the rate is subject to a fixed multiple that is
greater than 0.65, but not more than 1.35. The rate may also be increased or
decreased by a fixed spread or subject to a fixed cap or floor, or a cap or
floor that is not reasonably expected as of the issue date to affect the yield
of the instrument significantly. An objective rate (other than a qualified
floating rate) is a rate that is determined using a single fixed formula and
that is based on objective financial or economic information, provided that the
information is not (1) within the control of the issuer or a related party or
(2) unique to the circumstances of the issuer or a related party. A qualified
inverse floating rate is a rate equal to a fixed rate minus a qualified
floating rate that inversely reflects contemporaneous variations in the cost of
newly borrowed funds; an inverse floating rate that is not a qualified floating
rate may nevertheless be an objective rate. A class of Regular Certificates may
be issued under this prospectus that does not have a variable rate under the
OID Regulations, for example, a class that bears different rates at different
times during the period it is outstanding so that it is considered
significantly "front-loaded" or "back-loaded" within the meaning of the OID
Regulations. It is possible that a class of this type may be considered to bear
"contingent interest" within the meaning of the OID Regulations. The OID
Regulations, as they relate to the treatment of contingent interest, are by
their terms not applicable to Regular Certificates. However, if final
regulations dealing with contingent interest with respect to Regular
Certificates apply the same


                                       75


principles as the current regulations, those regulations may lead to different
timing of income inclusion than would be the case under the variable interest
regulations. Furthermore, application of those principles could lead to the
characterization of gain on the sale of contingent interest Regular
Certificates as ordinary income. Investors should consult their tax advisors
regarding the appropriate treatment of any Regular Certificate that does not
pay interest at a fixed rate or variable rate as described in this paragraph.

     Under the REMIC Regulations, a Regular Certificate (1) bearing a rate that
qualifies as a variable rate under the OID Regulations that is tied to current
values of a variable rate (or the highest, lowest or average of two or more
variable rates), including a rate based on the average cost of funds of one or
more financial institutions, or a positive or negative multiple of a rate (plus
or minus a specified number of basis points), or that represents a weighted
average of rates on some or all of the mortgage loans, including a rate that is
subject to one or more caps or floors, or (2) bearing one or more of these
variable rates for one or more periods or one or more fixed rates for one or
more periods, and a different variable rate or fixed rate for other periods
qualifies as a regular interest in a REMIC. Accordingly, unless otherwise
indicated in the applicable prospectus supplement, we intend to treat Regular
Certificates that qualify as regular interests under this rule in the same
manner as obligations bearing a variable rate for original issue discount
reporting purposes.

     The amount of original issue discount with respect to a Regular
Certificate bearing a variable rate of interest will accrue in the manner
described above under "--Original Issue Discount" with the yield to maturity
and future payments on that Regular Certificate generally to be determined by
assuming that interest will be payable for the life of the Regular Certificate
based on the initial rate (or, if different, the value of the applicable
variable rate as of the pricing date) for the relevant class. Unless otherwise
specified in the applicable prospectus supplement, we intend to treat variable
interest as qualified stated interest, other than variable interest on an
interest-only or super-premium class, which will be treated as non-qualified
stated interest includible in the stated redemption price at maturity. Ordinary
income reportable for any period will be adjusted based on subsequent changes
in the applicable interest rate index.

     Although unclear under the OID Regulations, unless required otherwise by
applicable final regulations, we intend to treat Regular Certificates bearing
an interest rate that is a weighted average of the net interest rates on
mortgage loans or mortgage certificates having fixed or adjustable rates, as
having qualified stated interest, except to the extent that initial "teaser"
rates cause sufficiently "back-loaded" interest to create more than de minimis
original issue discount. The yield on those Regular Certificates for purposes
of accruing original issue discount will be a hypothetical fixed rate based on
the fixed rates, in the case of fixed rate mortgage loans, and initial "teaser
rates" followed by fully indexed rates, in the case of adjustable rate mortgage
loans. In the case of adjustable rate mortgage loans, the applicable index used
to compute interest on the mortgage loans will be the index in effect on the
pricing date (or possibly the issue date), and in the case of initial teaser
rates, will be deemed to be in effect beginning with the period in which the
first weighted average adjustment date occurring after the issue date occurs.
Adjustments will be made in each accrual period either increasing or decreasing
the amount of ordinary income reportable to reflect the actual pass-through
interest rate on the Regular Certificates.

     Deferred Interest.

     Under the OID Regulations, all interest on a Regular Certificate as to
which there may be deferred interest is includible in the stated redemption
price at maturity thereof. Accordingly, any deferred interest that accrues with
respect to a class of Regular Certificates may constitute income to the holders
of such Regular Certificates prior to the time distributions of cash with
respect to such deferred interest are made.

     Market Discount.

     A purchaser of a Regular Certificate also may be subject to the market
discount rules of Code Section 1276 through 1278. Under these Code sections and
the principles applied by the OID


                                       76


Regulations in the context of original issue discount, "market discount" is the
amount by which the purchaser's original basis in the Regular Certificate
(exclusive of accrued qualified stated interest) (1) is exceeded by the
then-current principal amount of the Regular Certificate or (2) in the case of
a Regular Certificate having original issue discount, is exceeded by the
adjusted issue price of that Regular Certificate at the time of purchase. The
purchaser generally will be required to recognize ordinary income to the extent
of accrued market discount on the Regular Certificate as distributions
includible in the stated redemption price at maturity of the Regular
Certificate are received, in an amount not exceeding that distribution. The
market discount would accrue in a manner to be provided in Treasury regulations
and should take into account the Prepayment Assumption. The Conference
Committee Report to the Reform Act provides that until regulations are issued,
the market discount would accrue either (1) on the basis of a constant interest
rate or (2) in the ratio of stated interest allocable to the relevant period to
the sum of the interest for that period plus the remaining interest as of the
end of that period, or in the case of a Regular Certificate issued with
original issue discount, in the ratio of original issue discount accrued for
the relevant period to the sum of the original issue discount accrued for that
period plus the remaining original issue discount as of the end of that period.
You also generally will be required to treat a portion of any gain on a sale or
exchange of the Regular Certificate as ordinary income to the extent of the
market discount accrued to the date of disposition under one of the foregoing
methods, less any accrued market discount previously reported as ordinary
income as partial distributions in reduction of the stated redemption price at
maturity were received. You will be required to defer deduction of a portion of
the excess of the interest paid or accrued on indebtedness incurred to purchase
or carry a Regular Certificate over the interest distributable on those Regular
Certificates. The deferred portion of an interest expense in any taxable year
generally will not exceed the accrued market discount on the Regular
Certificate for that year. The deferred interest expense is, in general,
allowed as a deduction not later than the year in which the related market
discount income is recognized or the Regular Certificate is disposed of. As an
alternative to the inclusion of market discount in income on the foregoing
basis, you may elect to include market discount in income currently as it
accrues on all market discount instruments you acquired in that taxable year or
thereafter, in which case the interest deferral rule will not apply. See
"--Election to Treat All Interest Under the Constant Yield Method" below
regarding an alternative manner in which that election may be deemed to be
made.

     Market discount with respect to a Regular Certificate will be considered
to be zero if the market discount is less than 0.25% of the remaining stated
redemption price at maturity of the Regular Certificate multiplied by the
weighted average maturity of the Regular Certificate (determined as described
above in the third paragraph under "--Original Issue Discount") remaining after
the date of purchase. It appears that de minimis market discount would be
reported in a manner similar to de minimis original issue discount. See
"--Original Issue Discount" above. Treasury regulations implementing the market
discount rules have not yet been issued, and therefore investors should consult
their own tax advisors regarding the application of these rules. You should
also consult Revenue Procedure 92-67 concerning the elections to include market
discount in income currently and to accrue market discount on the basis of the
constant yield method.

     Premium.

     A Regular Certificate purchased at a cost, excluding any portion of the
cost attributable to accrued qualified stated interest, greater than its
remaining stated redemption price at maturity generally is considered to be
purchased at a premium. If you hold a Regular Certificate as a "capital asset"
within the meaning of Code Section 1221, you may elect under Code Section 171
to amortize that premium under the constant yield method. Final regulations
with respect to amortization of bond premium do not by their terms apply to
prepayable obligations such as the Regular Certificates. However, the
Conference Committee Report to the Reform Act indicates a Congressional intent
that the same rules that will apply to the accrual of market discount on
installment obligations will also apply to amortizing bond premium under Code
Section 171 on installment obligations such as the Regular Certificates,
although it is unclear whether the


                                       77


alternatives to the constant yield method described above under "--Market
Discount" are available. Amortizable bond premium will be treated as an offset
to interest income on a Regular Certificate rather than as a separate deduction
item. See "--Election to Treat All Interest Under the Constant Yield Method"
below regarding an alternative manner in which the Code Section 171 election
may be deemed to be made.

     Election to Treat All Interest Under the Constant Yield Method.

     A holder of a debt instrument such as a Regular Certificate may elect to
treat all interest that accrues on the instrument using the constant yield
method, with none of the interest being treated as qualified stated interest.
For purposes of applying the constant yield method to a debt instrument subject
to an election, (1) "interest" includes stated interest, original issue
discount, de minimis original issue discount, market discount and de minimis
market discount, as adjusted by any amortizable bond premium or acquisition
premium and (2) the debt instrument is treated as if the instrument were issued
on the holder's acquisition date in the amount of the holder's adjusted basis
immediately after acquisition. It is unclear whether, for this purpose, the
initial Prepayment Assumption would continue to apply or if a new prepayment
assumption as of the date of the holder's acquisition would apply. A holder
generally may make an election on an instrument by instrument basis or for a
class or group of debt instruments. However, if the holder makes an election
with respect to a debt instrument with amortizable bond premium or with market
discount, the holder is deemed to have made elections to amortize bond premium
or to report market discount income currently as it accrues under the constant
yield method, respectively, for all debt instruments acquired by the holder in
the same taxable year or thereafter. The election is made on the holder's
federal income tax return for the year in which the debt instrument is acquired
and is irrevocable except with the approval of the IRS. You should consult
their own tax advisors regarding the advisability of making an election.

     Sale or Exchange of Regular Certificates.

     If you sell or exchange a Regular Certificate, you will recognize gain or
loss equal to the difference, if any, between the amount received (other than
amounts allocable to accrued interest) and your adjusted basis in the Regular
Certificate. The adjusted basis of a Regular Certificate generally will equal
the cost of the Regular Certificate to the seller, increased by any original
issue discount or market discount previously included in the seller's gross
income with respect to the Regular Certificate and reduced by amounts included
in the stated redemption price at maturity of the Regular Certificate that were
previously received by the seller, by any amortized premium and by previously
recognized losses.

     Except as described above with respect to market discount, and except as
provided in this paragraph, any gain or loss on the sale or exchange of a
Regular Certificate realized by an investor who holds the Regular Certificate
as a capital asset will be capital gain or loss and will be long-term or
short-term depending on whether the Regular Certificate has been held for the
applicable holding period (described below). That gain will be treated as
ordinary income as follows:

     1.   if a 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 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 distribution of
          property that was held as a part of that transaction,

     2.   in the case of a non-corporate taxpayer, to the extent the taxpayer
          has made an election under Code Section 163(d)(4) to have net capital
          gains taxed as investment income at ordinary rates, or


                                       78


     3.   to the extent that the gain does not exceed the excess, if any, of (a)
          the amount that would have been includible in the gross income of the
          holder if its yield on the Regular Certificate were 110% of the
          applicable Federal rate as of the date of purchase, over (b) the
          amount of income actually includible in the gross income of that
          holder with respect to the Regular Certificate.

     In addition, gain or loss recognized from the sale of a Regular
Certificate by certain banks or thrift institutions will be treated as ordinary
income or loss pursuant to Code Section 582(c). Long-term capital gains of
certain non-corporate taxpayers generally are taxed at lower rates than
ordinary income or short-term capital gains of those taxpayers for property
held for more than one year. The maximum tax rate for corporations is the same
with respect to both ordinary income and capital gains.

     Treatment of Losses.

     Holders of Regular Certificates will be required to report income with
respect to Regular Certificates on the accrual method of accounting, without
giving effect to delays or reductions in distributions attributable to defaults
or delinquencies on the mortgage loans allocable to a particular class of
Regular Certificates, except to the extent it can be established that those
losses are uncollectible. Accordingly, the holder of a Regular Certificate may
have income, or may incur a diminution in cash flow as a result of a default or
delinquency, but may not be able to take a deduction (subject to the discussion
below) for the corresponding loss until a subsequent taxable year. In this
regard, investors are cautioned that while they may generally cease to accrue
interest income if it reasonably appears that the interest will be
uncollectible, the IRS may take the position that original issue discount must
continue to be accrued in spite of its uncollectibility until the debt
instrument is disposed of in a taxable transaction or becomes worthless in
accordance with the rules of Code Section 166.

     Under Code Section 166, holders of Regular Certificates that are
corporations or that otherwise hold the Regular Certificates in connection with
a trade or business should in general be allowed to deduct, as an ordinary
loss, a loss sustained during the taxable year on account of those Regular
Certificates becoming wholly or partially worthless, and, in general, holders
of Regular Certificates that are not corporations and do not hold the Regular
Certificates in connection with a trade or business will be allowed to deduct
as a short-term capital loss any loss with respect to principal sustained
during the taxable year on account of a portion of any class or subclass of
those Regular Certificates becoming wholly worthless. Although the matter is
not free from doubt, non-corporate holders of Regular Certificates should be
allowed a bad debt deduction at that time as the principal balance of any class
or subclass of those Regular Certificates is reduced to reflect losses
resulting from any liquidated mortgage loans. The IRS, however, could take the
position that non-corporate holders will be allowed a bad debt deduction to
reflect those losses only after all mortgage loans remaining in the trust fund
have been liquidated or that class of Regular Certificates has been otherwise
retired. The IRS could also assert that losses on the Regular Certificates are
deductible based on some other method that may defer those deductions for all
holders, such as reducing future cash flow for purposes of computing original
issue discount. This may have the effect of creating "negative" original issue
discount which would be deductible only against future positive original issue
discount or otherwise upon termination of the class. You are urged to consult
your own tax advisors regarding the appropriate timing, amount and character of
any loss sustained with respect to the Regular Certificates. While losses
attributable to interest previously reported as income should be deductible as
ordinary losses by both corporate and non-corporate holders, the IRS may take
the position that losses attributable to accrued original issue discount may
only be deducted as short-term capital losses by non-corporate holders not
engaged in a trade or business. Special loss rules are applicable to banks and
thrift institutions, including rules regarding reserves for bad debts. Banks
and thrift institutions are advised to consult their tax advisors regarding the
treatment of losses on Regular Certificates.


                                       79


TAXATION OF RESIDUAL CERTIFICATES

     Taxation of REMIC Income.

     Generally, the "daily portions" of REMIC taxable income or net loss will
be includible as ordinary income or loss in determining the federal taxable
income of holders of Residual Certificates ("Residual Certificateholders"), and
will not be taxed separately to the REMIC Pool. The daily portions of REMIC
taxable income or net loss of a Residual Certificateholder are determined by
allocating the REMIC Pool's taxable income or net loss for each calendar
quarter ratably to each day in that quarter and by allocating that daily
portion among the Residual Certificateholders in proportion to their respective
holdings of Residual Certificates in the REMIC Pool on that day. REMIC taxable
income is generally determined in the same manner as the taxable income of an
individual using the accrual method of accounting, except that:

     1.   the limitations on deductibility of investment interest expense and
          expenses for the production of income do not apply,

     2.   all bad loans will be deductible as business bad debts, and

     3.   the limitation on the deductibility of interest and expenses related
          to tax-exempt income will apply.

     The REMIC Pool's gross income includes interest, original issue discount
income and market discount income, if any, on the mortgage loans, reduced by
amortization of any premium on the mortgage loans, plus income from
amortization of issue premium, if any, on the Regular Certificates, plus income
on reinvestment of cash flows and reserve assets, plus any cancellation of
indebtedness income upon allocation of realized losses to the Regular
Certificates. The REMIC Pool's deductions include interest and original issue
discount expense on the Regular Certificates, servicing fees on the mortgage
loans, other administrative expenses of the REMIC Pool and realized losses on
the mortgage loans. The requirement that Residual Certificateholders report
their pro rata share of taxable income or net loss of the REMIC Pool will
continue until there are no certificates of any class of the related series
outstanding.

     The taxable income recognized by a Residual Certificateholder in any
taxable year will be affected by, among other factors, the relationship between
the timing of recognition of interest and original issue discount or market
discount income or amortization of premium with respect to the mortgage loans,
on the one hand, and the timing of deductions for interest (including original
issue discount) on the Regular Certificates or income from amortization of
issue premium on the Regular Certificates, on the other hand. In the event that
an interest in the mortgage loans is acquired by the REMIC Pool at a discount,
and one or more of those mortgage loans is prepaid, the Residual
Certificateholder may recognize taxable income without being entitled to
receive a corresponding amount of cash because (1) the prepayment may be used
in whole or in part to make distributions in reduction of principal on the
Regular Certificates and (2) the discount on the mortgage loans which is
includible in income may exceed the deduction allowed upon those distributions
on those Regular Certificates on account of any unaccrued original issue
discount relating to those Regular Certificates. When there is more than one
class of Regular Certificates that distribute principal sequentially, this
mismatching of income and deductions is particularly likely to occur in the
early years following issuance of the Regular Certificates when distributions
in reduction of principal are being made in respect of earlier classes of
Regular Certificates to the extent that those classes are not issued with
substantial discount. If taxable income attributable to that kind of
mismatching is realized, in general, losses would be allowed in later years as
distributions on the later classes of Regular Certificates are made. Taxable
income may also be greater in earlier years than in later years as a result of
the fact that interest expense deductions, expressed as a percentage of the
outstanding principal amount of that series of Regular Certificates, may
increase over time as distributions in reduction of principal are made on the
lower yielding classes of Regular Certificates, whereas to the extent that the
REMIC Pool includes fixed rate mortgage loans, interest income with respect to
any given mortgage loan will remain constant over time as a percentage of the
outstanding principal amount of that loan.


                                       80


Consequently, Residual Certificateholders must have sufficient other sources of
cash to pay any federal, state or local income taxes due as a result of that
mismatching or unrelated deductions against which to offset that income,
subject to the discussion of "excess inclusions" below under "--Limitations on
Offset or Exemption of REMIC Income." The timing of that mismatching of income
and deductions described in this paragraph, if present with respect to a series
of certificates, may have a significant adverse effect upon the Residual
Certificateholder's after-tax rate of return.

     Basis and Losses.

     The amount of any net loss of the REMIC Pool that you may take into
account is limited to the adjusted basis of the Residual Certificate as of the
close of the quarter (or time of disposition of the Residual Certificate if
earlier), determined without taking into account the net loss for the quarter.
The initial adjusted basis of a purchaser of a Residual Certificate is the
amount paid for that Residual Certificate. The adjusted basis will be increased
by the amount of taxable income of the REMIC Pool reportable by the Residual
Certificateholder and will be decreased (but not below zero), first, by a cash
distribution from the REMIC Pool and, second, by the amount of loss of the
REMIC Pool reportable by the Residual Certificateholder. Any loss that is
disallowed on account of this limitation may be carried over indefinitely with
respect to the Residual Certificateholder as to whom that loss was disallowed
and may be used by that Residual Certificateholder only to offset any income
generated by the same REMIC Pool.

     You will not be permitted to amortize directly the cost of your Residual
Certificate as an offset to its share of the taxable income of the related
REMIC Pool. However, that taxable income will not include cash received by the
REMIC Pool that represents a recovery of the REMIC Pool's basis in its assets.
That recovery of basis by the REMIC Pool will have the effect of amortization
of the issue price of the Residual Certificates over their life. However, in
view of the possible acceleration of the income of Residual Certificateholders
described under "--Taxation of REMIC Income" above, the period of time over
which the issue price is effectively amortized may be longer than the economic
life of the Residual Certificates.

     A Residual Certificate may have a negative value if the net present value
of anticipated tax liabilities exceeds the present value of anticipated cash
flows. The REMIC Regulations appear to treat the issue price of a residual
interest as zero rather than a negative amount for purposes of determining the
REMIC Pool's basis in its assets. Regulations have been issued addressing the
federal income tax treatment of "inducement fees" received by transferees of
noneconomic REMIC residual interests. These regulations require inducement fees
to be included in income over a period reasonably related to the period in
which the related REMIC residual interest is expected to generate taxable
income or net loss to its holder. Under two safe harbor methods, inducement
fees are permitted to be included in income (i) in the same amounts and over
the same period that the taxpayer uses for financial reporting purposes,
provided that such period is not shorter than the period the REMIC is expected
to generate taxable income or (ii) ratably over the remaining anticipated
weighted average life of all the regular and residual interests issued by the
REMIC, determined based on actual distributions projected as remaining to be
made on such interests under the Prepayment Assumption. If the holder of a
residual interest sells or otherwise disposes of the residual interest, any
unrecognized portion of the inducement fee would be required to be taken into
account at the time of the sale or disposition. Prospective purchasers of the
Residual Certificates should consult with their tax advisors regarding the
effect of these regulations.

     Further, to the extent that your initial adjusted basis (other than an
original holder) in the Residual Certificate is greater that the corresponding
portion of the REMIC Pool's basis in the mortgage loans, you will not recover a
portion of that basis until termination of the REMIC Pool unless future
Treasury regulations provide for periodic adjustments to the REMIC income
otherwise reportable by that holder. The REMIC Regulations currently in effect
do not so provide. See "--Treatment of Certain Items of REMIC Income and
Expense--Market Discount" below


                                       81


regarding the basis of mortgage loans to the REMIC Pool and "--Sale or Exchange
of a Residual Certificate" below regarding possible treatment of a loss upon
termination of the REMIC Pool as a capital loss.

     Treatment of Certain Items of REMIC Income and Expense.

     Although we intend to compute REMIC income and expense in accordance with
the Code and applicable regulations, the authorities regarding the
determination of specific items of income and expense are subject to differing
interpretations. We make no representation as to the specific method that will
be used for reporting income with respect to the mortgage loans and expenses
with respect to the Regular Certificates, and different methods could result in
different timing of reporting of taxable income or net loss to you or
differences in capital gain versus ordinary income.

     Original Issue Discount and Premium. Generally, the REMIC Pool's
deductions for original issue discount and income from amortization of issue
premium on the Regular Certificates will be determined in the same manner as
original issue discount income on Regular Certificates as described under
"--Taxation of Regular Certificates--Original Issue Discount" and "--Variable
Rate Regular Certificates," without regard to the de minimis rule described in
that section, and "--Premium" above.

     Deferred Interest. Any deferred interest that accrues with respect to any
adjustable rate mortgage loans held by the REMIC Pool will constitute income to
the REMIC Pool and will be treated in a manner similar to the deferred interest
that accrues with respect to Regular Certificates as described under
"--Taxation of Regular Certificates--Deferred Interest" above.

     Market Discount. The REMIC Pool will have market discount income in
respect of mortgage loans if, in general, their unpaid principal balances
exceed the basis of the REMIC Pool allocable to those mortgage loans. The REMIC
Pool's basis in those mortgage loans is generally the fair market value of the
mortgage loans immediately after the transfer of the mortgage loans to the
REMIC Pool. The REMIC Regulations provide that the basis is equal in the
aggregate to the issue prices of all regular and residual interests in the
REMIC Pool (or the fair market value at the closing date, in the case of a
retained class). In respect of mortgage loans that have market discount to
which Code Section 1276 applies, the accrued portion of the market discount
would be recognized currently as an item of ordinary income in a manner similar
to original issue discount. Market discount income generally should accrue in
the manner described under "--Taxation of Regular Certificates--Market
Discount" above.

     Premium. Generally, if the basis of the REMIC Pool in the mortgage loans
exceeds the unpaid principal balances of the mortgage loans, the REMIC Pool
will be considered to have acquired those mortgage loans at a premium equal to
the amount of that excess. As stated above, the REMIC Pool's basis in mortgage
loans is the fair market value of the mortgage loans, based on the aggregate of
the issue prices (or the fair market value of retained classes) of the regular
and residual interests in the REMIC Pool immediately after the transfer of the
mortgage loans to the REMIC Pool. In a manner analogous to the discussion above
under "--Taxation of Regular Certificates--Premium," a REMIC Pool that holds a
mortgage loan as a capital asset under Code Section 1221 may elect under Code
Section 171 to amortize premium on whole mortgage loans or mortgage loans
underlying MBS that were originated after September 27, 1985 or MBS that are
REMIC regular interests under the constant yield method. Amortizable bond
premium will be treated as an offset to interest income on the mortgage loans,
rather than as a separate deduction item. To the extent that the mortgagors
with respect to the mortgage loans are individuals, Code Section 171 will not
be available for premium on mortgage loans, including underlying mortgage
loans, originated on or prior to September 27, 1985. Premium with respect to
those mortgage loans may be deductible in accordance with a reasonable method
regularly employed by the related holder. The allocation of the premium pro
rata among principal payments should be considered a reasonable method;
however, the IRS may argue that the premium should be allocated in a different
manner, such as allocating the premium entirely to the final payment of
principal.


                                       82


     Limitations on Offset or Exemption of REMIC Income.

     A portion or all of the REMIC taxable income includible in determining
your federal income tax liability will be subject to special treatment. That
portion, referred to as the "excess inclusion," is equal to the excess of REMIC
taxable income for the calendar quarter allocable to a Residual Certificate
over the daily accruals for that quarterly period of (1) 120% of the long-term
applicable Federal rate that would have applied to the Residual Certificate if
it were a debt instrument, on the Startup Day under Code Section 1274(d),
multiplied by (2) the adjusted issue price of such Residual Certificate at the
beginning of that quarterly period. For this purpose, the adjusted issue price
of a Residual Certificate at the beginning of a quarter is the issue price of
the Residual Certificate, plus the amount of those daily accruals of REMIC
income described in this paragraph for all prior quarters, decreased by any
distributions made with respect to that Residual Certificate prior to the
beginning of that quarterly period. Accordingly, the portion of the REMIC
Pool's taxable income that will be treated as excess inclusions will be a
larger portion of that income as the adjusted issue price of the Residual
Certificates diminishes and all such taxable income will be so treated if the
adjusted price of the Residual Certificate is zero.

     The portion of your REMIC taxable income consisting of the excess
inclusions generally may not be offset by other deductions, including net
operating loss carryforwards, on your return. However, net operating loss
carryovers are determined without regard to excess inclusion income. Further,
if you are an organization subject to the tax on unrelated business income
imposed by Code Section 511, the excess inclusions will be treated as unrelated
business taxable income to you for purposes of Code Section 511. In addition,
REMIC taxable income is subject to 30% withholding tax with respect to certain
persons who are not U.S. Persons, as defined below under "--Tax-Related
Restrictions on Transfer of Residual Certificates--Foreign Investors" below,
and that portion attributable to excess inclusions is not eligible for any
reduction in the rate of withholding tax, by treaty or otherwise. See
"--Taxation of Certain Foreign Investors--Residual Certificates" below.
Finally, if a real estate investment trust or a regulated investment company
owns a Residual Certificate, a portion (allocated under Treasury regulations
yet to be issued) of dividends paid by the real estate investment trust or a
regulated investment company could not be offset by net operating losses of its
shareholders, would constitute unrelated business taxable income for tax-exempt
shareholders, and would be ineligible for reduction of withholding to certain
persons who are not U.S. Persons.

     In addition, the Code provides three rules for determining the effect of
excess inclusions on your alternative minimum taxable income of a Residual
Certificateholder. First, your alternative minimum taxable income is determined
without regard to the special rule, discussed above, that taxable income cannot
be less than excess inclusions. Second, your alternative minimum taxable income
for a taxable year cannot be less than the excess inclusions for the year.
Third, the amount of any alternative minimum tax net operating loss deduction
must be computed without regard to any excess inclusions.

     Tax-Related Restrictions on Transfer of Residual Certificates.

     Disqualified Organizations. If any legal or beneficial interest in a
Residual Certificate is transferred to a Disqualified Organization (as defined
below), a tax would be imposed in an amount equal to the product of (1) the
present value of the total anticipated excess inclusions with respect to that
Residual Certificate for periods after the transfer and (2) the highest
marginal federal income tax rate applicable to corporations. The REMIC
Regulations provide that the anticipated excess inclusions are based on actual
prepayment experience to the date of the transfer and projected payments based
on the Prepayment Assumption. The present value rate equals the applicable
Federal rate under Code Section 1274(d) as of the date of the transfer for a
term ending with the last calendar quarter in which excess inclusions are
expected to accrue. The tax generally would be imposed on the transferor of the
Residual Certificate, except that where the transfer is through an agent,
including a broker, nominee or other middleman, for a Disqualified
Organization, the tax would instead be imposed on that agent. However, a
transferor of a Residual Certificate would in no event be liable for the tax
with respect to a


                                       83


transfer if the transferee furnishes to the transferor an affidavit that the
transferee is not a Disqualified Organization and, as of the time of the
transfer, the transferor does not have actual knowledge that the affidavit is
false. The tax also may be waived by the Treasury Department if the
Disqualified Organization promptly disposes of the residual interest and the
transferor pays income tax at the highest corporate rate on the excess
inclusions for the period the Residual Certificate is actually held by the
Disqualified Organization.

     In addition, if a Pass-Through Entity (as defined below) has excess
inclusion income with respect to a Residual Certificate during a taxable year
and a Disqualified Organization is the record holder of an equity interest in
that entity, then a tax is imposed on the entity equal to the product of (1)
the amount of excess inclusions on the Residual Certificate that are allocable
to the interest in the Pass-Through Entity during the period the interest is
held by the Disqualified Organization, and (2) the highest marginal federal
corporate income tax rate. This tax would be deductible from the ordinary gross
income of the Pass-Through Entity for the taxable year. The Pass-Through Entity
would not be liable for the tax if it has received an affidavit from the record
holder that it is not a Disqualified Organization or stating the holder's
taxpayer identification number and, during the period that person is the record
holder of the Residual Certificate, the Pass-Through Entity does not have
actual knowledge that the affidavit is false.

     If an "electing large partnership" holds a Residual Certificate, all
interests in the electing large partnership are treated as held by Disqualified
Organizations for purposes of the tax imposed upon a Pass-Through Entity by
Section 860E(c) of the Code. An exception to this tax, otherwise available to a
Pass-Through Entity that is furnished certain affidavits by record holders of
interests in the entity and that does not know the affidavits are false, is not
available to an electing partnership.

     For these purposes:

     1.   "Disqualified Organization" means the United States, any state or one
          of their political subdivisions, any foreign government, any
          international organization, any agency or instrumentality of any of
          the foregoing (provided, that the term does not include an
          instrumentality if all of its activities are subject to tax and a
          majority of its board of directors is not selected by one of those
          governmental entities), any cooperative organization furnishing
          electric energy or providing telephone service to persons in rural
          areas as described in Code Section 1381(a)(2)(C), and any organization
          (other than a farmers' cooperative described in Code Section 521) that
          is exempt from taxation under the Code unless that organization is
          subject to the tax on unrelated business income imposed by Code
          Section 511,

     2.   "Pass-Through Entity" means any regulated investment company, real
          estate investment trust, common trust fund, partnership, trust or
          estate and certain corporations operating on a cooperative basis.
          Except as may be provided in Treasury regulations, any person holding
          an interest in a Pass-Through Entity as a nominee for another will,
          with respect to that interest, be treated as a Pass-Through Entity,
          and

     3.   an "electing large partnership" means any partnership having more than
          100 members during the preceding tax year (other than certain service
          partnerships and commodity pools), which elect to apply simplified
          reporting provisions under the Code.

     The Pooling Agreement with respect to a series of certificates will
provide that no legal or beneficial interest in a Residual Certificate may be
transferred unless (1) the proposed transferee provides to the transferor and
the trustee an affidavit providing its taxpayer identification number and
stating that the transferee is the beneficial owner of the Residual
Certificate, is not a Disqualified Organization and is not purchasing the
Residual Certificates on behalf of a Disqualified Organization (i.e., as a
broker, nominee or other middleman), and (2) the transferor provides a
statement in writing to the Depositor and the trustee that it has no actual
knowledge that the affidavit is false. Moreover, the Pooling Agreement will
provide that any attempted or purported transfer in violation of these transfer
restrictions will be null and void and will vest no


                                       84


rights in any purported transferee. Each Residual Certificate with respect to a
series will bear a legend referring to the restrictions on transfer, and each
Residual Certificateholder will be deemed to have agreed, as a condition of
ownership of the Residual Certificates, to any amendments to the related
Pooling Agreement required under the Code or applicable Treasury regulations to
effectuate the foregoing restrictions. Information necessary to compute an
applicable excise tax must be furnished to the IRS and to the requesting party
within 60 days of the request, and the Depositor or the trustee may charge a
fee for computing and providing that information.

     Noneconomic Residual Interests. The REMIC Regulations would disregard
certain transfers of Residual Certificates, in which case the transferor would
continue to be treated as the owner of the Residual Certificates and thus would
continue to be subject to tax on its allocable portion of the net income of the
REMIC Pool. Under the REMIC Regulations, a transfer of a "noneconomic residual
interest" (as defined below) to a Residual Certificateholder (other than a
Residual Certificateholder who is not a U.S. Person, as defined under
"--Foreign Investors" below) is disregarded for all federal income tax purposes
if a significant purpose of the transferor is to impede the assessment or
collection of tax. A residual interest in a REMIC, including a residual
interest with a positive value at issuance, is a "noneconomic residual
interest" unless, at the time of the transfer, (1) the present value of the
expected future distributions on the residual interest at least equals the
product of the present value of the anticipated excess inclusions and the
highest corporate income tax rate in effect for the year in which the transfer
occurs, and (2) the transferor reasonably expects that the transferee will
receive distributions from the REMIC at or after the time at which taxes accrue
on the anticipated excess inclusions in an amount sufficient to satisfy the
accrued taxes. The anticipated excess inclusions and the present value rate are
determined in the same manner as set forth under "--Disqualified Organizations"
above. The REMIC Regulations explain that a significant purpose to impede the
assessment or collection of tax exists if the transferor, at the time of the
transfer, either knew or should have known that the transferee would be
unwilling or unable to pay taxes due on its share of the taxable income of the
REMIC. Under the REMIC Regulations, a safe harbor is provided if (1) the
transferor conducted, at the time of the transfer, a reasonable investigation
of the financial condition of the transferee and found that the transferee
historically had paid its debts as they came due and found no significant
evidence to indicate that the transferee would not continue to pay its debts as
they came due in the future, (2) the transferee represents to the transferor
that it understands that, as the holder of the noneconomic residual interest,
the transferee may incur tax liabilities in excess of cash flows generated by
the interest and that the transferee intends to pay taxes associated with
holding the residual interest as they become due, (3) the transferee represents
to the transferor that it will not cause income from the Residual Certificate
to be attributable to a foreign permanent establishment or fixed base (within
the meaning of an applicable income tax treaty) of the transferee or any other
person and (4) either the "formula test" or the "assets test," (each described
below) is satisfied. The Pooling Agreement with respect to each series of
certificates will require the transferee of a Residual Certificate to certify
to the matters in clauses (1), (2) and (3) of the preceding sentence as part of
the affidavit described under the heading "--Disqualified Organizations" above.
The transferor must have no actual knowledge or reason to know that those
statements are false.

     The formula test is satisfied if the present value of the anticipated tax
liabilities associated with holding the noneconomic residual interest cannot
exceed the sum of

     (i)   the present value of any consideration given to the transferee to
           acquire the interest;

     (ii)  the present value of the expected future distributions on the
           interest; and

     (iii) the present value of the anticipated tax savings associated with
           holding the interest as the REMIC generates losses.

     For purposes of these computations, the transferee is assumed to pay tax
at the highest rate of tax specified in Section 11(b)(1) of the Code (currently
35%) or, in certain circumstances, the alternative minimum tax rate. Further,
present values generally are computed using a discount


                                       85


rate equal to the short-term Federal rate set forth in Section 1274(d) of the
Code for the month of the transfer and the compounding period used by the
transferee.

     The assets test is satisfied if (i) the transferee must be a domestic "C"
corporation (other than a corporation exempt from taxation or a regulated
investment company or real estate investment trust) that meets certain gross
and net asset tests (generally, $100 million of gross assets and $10 million of
net assets for the current year and the two preceding fiscal years); (ii) the
transferee must agree in writing that any subsequent transferee of the residual
interest would meet the requirements for a safe harbor transfer; and (iii) the
facts and circumstances known to the transferor on or before the date of the
transfer must not reasonably indicate that the taxes associated with ownership
of the residual interest will not be paid by the transferee.

     Foreign Investors. The REMIC Regulations provide that the transfer of a
Residual Certificate that has "tax avoidance potential" to a "foreign person"
will be disregarded for all federal tax purposes. This rule appears intended to
apply to a transferee who is not a U.S. Person (as defined below), unless the
transferee's income is effectively connected with the conduct of a trade or
business within the United States. A Residual Certificate is deemed to have tax
avoidance potential unless, at the time of the transfer, (1) the future value
of expected distributions equals at least 30% of the anticipated excess
inclusions after the transfer, and (2) the transferor reasonably expects that
the transferee will receive sufficient distributions from the REMIC Pool at or
after the time at which the excess inclusions accrue and prior to the end of
the next succeeding taxable year for the accumulated withholding tax liability
to be paid. If the Non-U.S. Person transfers the Residual Certificates back to
a U.S. Person, the transfer will be disregarded and the foreign transferor will
continue to be treated as the owner unless arrangements are made so that the
transfer does not have the effect of allowing the transferor to avoid tax on
accrued excess inclusions.

     The prospectus supplement relating to a series of certificates may provide
that a Residual Certificate may not be purchased by or transferred to any
person that is not a U.S. Person or may describe the circumstances and
restrictions pursuant to which a transfer may be made. The term "U.S. Person"
means a citizen or resident of the United States, a corporation or partnership
(except to the extent provided in applicable Treasury regulations) created or
organized in or under the laws of the United States, any state, or the District
of Columbia, including any entity treated as a corporation or partnership for
federal income tax purposes, an estate that is subject to United States federal
income tax regardless of the source of its income, or a trust if a court within
the United States is able to exercise primary supervision over the
administration of that trust, and one or more such U.S. Persons have the
authority to control all substantial decisions of that trust (or, to the extent
provided in applicable Treasury regulations, certain trusts in existence on
August 20, 1996 which are eligible to elect to be treated as U.S. Persons).

     Sale or Exchange of a Residual Certificate.

     Upon the sale or exchange of a Residual Certificate, you will recognize
gain or loss equal to the excess, if any, of the amount realized over your
adjusted basis, as described under "--Basis and Losses" above, in the Residual
Certificate at the time of the sale or exchange. In addition to reporting the
taxable income of the REMIC Pool, you will have taxable income to the extent
that any cash distribution to you from the REMIC Pool exceeds the adjusted
basis on that distribution date. That income will be treated as gain from the
sale or exchange of the Residual Certificates. It is possible that the
termination of the REMIC Pool may be treated as a sale or exchange of Residual
Certificates, in which case, you will have an adjusted basis in the Residual
Certificates remaining when your interest in the REMIC Pool terminates, and if
you hold the Residual Certificate as a capital asset under Code Section 1221,
then you will recognize a capital loss at that time in the amount of the
remaining adjusted basis.

     Any gain on the sale of Residual Certificates will be treated as ordinary
income (1) if you hold the Residual Certificates as part of a "conversion
transaction" as defined in Code Section 1258(c), up to the amount of interest
that would have accrued on your net investment in the conversion


                                       86


transaction at 120% of the appropriate applicable Federal rate in effect at the
time the taxpayer entered into the transaction minus any amount previously
treated as ordinary income with respect to any prior disposition of property
that was held as a part of that transaction or (2) if you are a non-corporate
taxpayer, to the extent that you have made an election under Code Section
163(d)(4) to have net capital gains taxed as investment income at ordinary
income rates. In addition, gain or loss recognized from the sale of a Residual
Certificate by certain banks or thrift institutions will be treated as ordinary
income or loss pursuant to Code Section 582(c).

     The Conference Committee Report to the Reform Act provides that, except as
provided in Treasury regulations yet to be issued, the wash sale rules of Code
Section 1091 will apply to dispositions of Residual Certificates where the
seller of those certificates, during the period beginning six months before the
sale or disposition of the Residual Certificate and ending six months after the
sale or disposition, acquires (or enters into any other transaction that
results in the application of Section 1091) any residual interest in any REMIC
or any interest in a "taxable mortgage pool" (such as a non-REMIC owner trust)
that is economically comparable to a Residual Certificate.

     Mark to Market Regulations.

     The Treasury has issued regulations, the "Mark to Market Regulations,"
under Code Section 475 relating to the requirement that a securities dealer
mark to market securities held for sale to customers. This mark-to-market
requirement applies to all securities of a dealer, except to the extent that
the dealer has specifically identified a security as held for investment. The
Mark to Market Regulations provide that, for purposes of this mark-to-market
requirement, a Residual Certificate is not treated as a security and thus may
not be marked to market.

TAXES THAT MAY BE IMPOSED ON THE REMIC POOL

     Prohibited Transactions.

     Income from certain transactions by the REMIC Pool, called prohibited
transactions, will not be part of the calculation of income or loss includible
in the federal income tax returns of Residual Certificateholders, but rather
will be taxed directly to the REMIC Pool at a 100% rate. Prohibited
transactions generally include

     1.   the disposition of a qualified mortgage other than for:

          (a)  substitution within two years of the Startup Day for a defective
               (including a defaulted) obligation (or repurchase in lieu of
               substitution of a defective (including a defaulted) obligation at
               any time) or for any qualified mortgage within three months of
               the Startup Day,

          (b)  foreclosure, default or imminent default of a qualified mortgage,

          (c)  bankruptcy or insolvency of the REMIC Pool, or

          (d)  a qualified (complete) liquidation,

     2.   the receipt of income from assets that are not the type of mortgages
          or investments that the REMIC Pool is permitted to hold,

     3.   the receipt of compensation for services or

     4.   the receipt of gain from disposition of cash flow investments other
          than pursuant to a qualified liquidation.

     Notwithstanding (1) and (4) it is not a prohibited transaction to sell
REMIC Pool property to prevent a default on Regular Certificates as a result of
a default on qualified mortgages or to facilitate a clean-up call, generally,
an optional termination to save administrative costs when no more than a small
percentage of the certificates is outstanding. The REMIC Regulations indicate


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that the modification of a mortgage loan generally will not be treated as a
disposition if it is occasioned by a default or reasonably foreseeable default,
an assumption of the mortgage loan, the waiver of a due-on-sale or
due-on-encumbrance clause or the conversion of an interest rate by a mortgagor
pursuant to the terms of a convertible adjustable rate mortgage loan.

     Contributions to the REMIC Pool After the Startup Day.

     In general, the REMIC Pool will be subject to a tax at a 100% rate on the
value of any property contributed to the REMIC Pool after the Startup Day.
Exceptions are provided for cash contributions to the REMIC Pool:

     1. during the three months following the Startup Day,

     2. made to a qualified reserve fund by a Residual Certificateholder,

     3. in the nature of a guarantee,

     4. made to facilitate a qualified liquidation or clean-up call, and

     5. as otherwise permitted in Treasury regulations yet to be issued.


     Net Income from Foreclosure Property.

     The REMIC Pool will be subject to federal income tax at the highest
corporate rate on "net income from foreclosure property," determined by
reference to the rules applicable to real estate investment trusts. Generally,
property acquired by foreclosure or deed in lieu of foreclosure would be
treated as "foreclosure property" for a period ending with the third calendar
year following the year of acquisition of that property, with a possible
extension. Net income from foreclosure property generally means gain from the
sale of a foreclosure property that is inventory property and gross income from
foreclosure property other than qualifying rents and other qualifying income
for a real estate investment trust.

     It is not anticipated that the REMIC Pool will receive income or
contributions subject to tax under the preceding three paragraphs, except as
described in the applicable prospectus supplement with respect to net income
from foreclosure property on a commercial or multifamily residential property
that secured a mortgage loan. In addition, unless otherwise disclosed in the
applicable prospectus supplement, it is not anticipated that any material state
income or franchise tax will be imposed on a REMIC Pool.

LIQUIDATION OF THE REMIC POOL

     If a REMIC Pool 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 Pool's final tax return a date on which that adoption is deemed to
occur, and sells all of its assets (other than cash) within a 90-day period
beginning on the date of the adoption of the plan of liquidation, the REMIC
Pool will not be subject to the prohibited transaction rules on the sale of its
assets, provided that the REMIC Pool credits or distributes in liquidation all
of the sale proceeds plus its cash (other than amounts retained to meet claims)
to holders of Regular Certificates and Residual Certificateholders within the
90-day period.

ADMINISTRATIVE MATTERS

     The REMIC Pool will be required to maintain its books on a calendar year
basis and to file federal income tax returns for federal income tax purposes in
a manner similar to a partnership. The form for that income tax return is Form
1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return.
The trustee will be required to sign the REMIC Pool's returns. Treasury
regulations provide that, except where there is a single Residual
Certificateholder for an entire taxable year, the REMIC Pool will be subject to
the procedural and administrative rules of the Code applicable to partnerships,
including the determination by the IRS of any adjustments


                                       88


to, among other things, items of REMIC income, gain, loss, deduction or credit
in a unified administrative proceeding. The Residual Certificateholder owning
the largest percentage interest in the Residual Certificates will be obligated
to act as "tax matters person," as defined in applicable Treasury regulations,
with respect to the REMIC Pool. Each Residual Certificateholder will be deemed,
by acceptance of the Residual Certificates, to have agreed (1) to the
appointment of the tax matters person as provided in the preceding sentence and
(2) to the irrevocable designation of the trustee as agent for performing the
functions of the tax matters person.

LIMITATIONS ON DEDUCTION OF CERTAIN EXPENSES

     An investor who is an individual, estate or trust will be subject to
limitation with respect to certain itemized deductions described in Code
Section 67, to the extent that those itemized deductions, in the aggregate, do
not exceed 2% of the investor's adjusted gross income. In addition, Code
Section 68 provides that itemized deductions otherwise allowable for a taxable
year of an individual taxpayer will be reduced by the lesser of (1) 3% of the
excess, if any, of adjusted gross income over a statutory threshold or (2) 80%
of the amount of itemized deductions otherwise allowable for that year. In the
case of a REMIC Pool, those deductions may include deductions under Code
Section 212 for the servicing fee and all administrative and other expenses
relating to the REMIC Pool, or any similar expenses allocated to the REMIC Pool
with respect to a regular interest it holds in another REMIC. Those investors
who hold REMIC Certificates either directly or indirectly through certain
pass-through entities may have their pro rata share of those expenses allocated
to them as additional gross income, but may be subject to those limitations on
deductions. In addition, those expenses are not deductible at all for purposes
of computing the alternative minimum tax, and may cause those investors to be
subject to significant additional tax liability. Temporary Treasury regulations
provide that the additional gross income and corresponding amount of expenses
generally are to be allocated entirely to the holders of Residual Certificates
in the case of a REMIC Pool that would not qualify as a fixed investment trust
in the absence of a REMIC election. However, that additional gross income and
limitation on deductions will apply to the allocable portion of those expenses
to holders of Regular Certificates, as well as holders of Residual
Certificates, where those Regular Certificates are issued in a manner that is
similar to pass-through certificates in a fixed investment trust. In general,
that allocable portion will be determined based on the ratio that a REMIC
Certificateholder's income, determined on a daily basis, bears to the income of
all holders of Regular Certificates and Residual Certificates with respect to a
REMIC Pool. As a result, individuals, estates or trusts holding REMIC
Certificates (either directly or indirectly through a grantor trust,
partnership, S corporation, REMIC, or certain other pass-through entities
described in the foregoing temporary Treasury regulations) may have taxable
income in excess of the interest income at the pass-through rate on Regular
Certificates that are issued in a single class or otherwise consistently with
fixed investment trust status or in excess of cash distributions for the
related period on Residual Certificates. Unless otherwise indicated in the
applicable prospectus supplement, all those expenses will be allocable to the
Residual Certificates.

TAXATION OF CERTAIN FOREIGN INVESTORS

     Regular Certificates.

     Interest, including original issue discount, distributable to Regular
Certificateholders who are non-resident aliens, foreign corporations, or other
Non-U.S. Persons (as defined below), will be considered "portfolio interest"
and, therefore, generally will not be subject to 30% United States withholding
tax, provided that the Non-U.S. Person (1) is not a "10-percent shareholder"
within the meaning of Code Section 871(h)(3)(B) of, or a controlled foreign
corporation described in Code Section 881(c)(3)(C) related to, the REMIC (or
possible one or more mortgagors) and (2) provides the trustee, or the person
who would otherwise be required to withhold tax from those distributions under
Code Section 1441 or 1442, with an appropriate statement, signed


                                       89


under penalties of perjury, identifying the beneficial owner and stating, among
other things, that the beneficial owner of the Regular Certificate is a
Non-U.S. Person. The appropriate documentation includes Form W-8BEN, if the
Non-U.S. Person is a corporation or individual eligible for the benefits of the
portfolio interest exemption or an exemption based on a treaty; Form W-8ECI if
the Non-U.S. Person is eligible for an exemption on the basis of its income
from the Regular Certificate being effectively connected to a United States
trade or business; Form W-8BEN or Form W-8IMY if the Non-U.S. Person is a
trust, depending on whether such trust is classified as the beneficial owner of
the Regular Certificate; and Form W-8IMY, with supporting documentation as
specified in the Treasury Regulations, required to substantiate exemptions from
withholding on behalf of its partners, if the Non-U.S. Person is a partnership.
An intermediary (other than a partnership) must provide Form W-8IMY, revealing
all required information, including its name, address, taxpayer identification
number, the country under the laws of which it is created, and certification
that it is not acting for its own account. A "qualified intermediary" must
certify that it has provided, or will provide, a withholding statement as
required under Treasury Regulations Section 1.1441-1(e)(5)(v), but need not
disclose the identity of its account holders on its Form W-8IMY, and may
certify its account holders' status without including each beneficial owner's
certification. A non-"qualified intermediary" must additionally certify that it
has provided, or will provide, a withholding statement that is associated with
the appropriate Forms W-8 and W-9 required to substantiate exemptions from
withholding on behalf of its beneficial owners. The term "intermediary" means a
person acting as a custodian, a broker, nominee or otherwise as an agent for
the beneficial owner of a Regular Certificate. A "qualified intermediary" is
generally a foreign financial institution or clearing organization or a
non-U.S. branch or office of a U.S. financial institution or clearing
organization that is a party to a withholding agreement with the IRS.

     If that statement, or any other required statement, is not provided, 30%
withholding will apply unless reduced or eliminated pursuant to an applicable
tax treaty or unless the interest on the Regular Certificate is effectively
connected with the conduct of a trade or business within the United States by
the Non-U.S. Person. In the latter case, the Non-U.S. Person will be subject to
United States federal income tax at regular rates. Prepayment Premiums
distributable to Regular Certificateholders who are Non-U.S. Persons may be
subject to 30% United States withholding tax. Investors who are Non-U.S.
Persons should consult their own tax advisors regarding the specific tax
consequences to them of owning a Regular Certificate. The term "Non-U.S.
Person" means any person who is not a U.S. Person.

     Residual Certificates.

     The Conference Committee Report to the Reform Act indicates that amounts
paid to Residual Certificateholders who are Non-U.S. Persons are treated as
interest for purposes of the 30% (or lower treaty rate) United States
withholding tax. Treasury regulations provide that amounts distributed to
Residual Certificateholders may qualify as "portfolio interest," subject to the
conditions described in "--Regular Certificates" above, but only to the extent
that (1) the mortgage loans (including mortgage loans underlying certain MBS)
were issued after July 18, 1984 and (2) the trust fund or segregated pool of
assets in the trust fund (as to which a separate REMIC election will be made),
to which the Residual Certificate relates, consists of obligations issued in
"registered form" within the meaning of Code Section 163(f)(1). Generally,
whole mortgage loans will not be, but MBS and regular interests in another
REMIC Pool will be, considered obligations issued in registered form.
Furthermore, a Residual Certificateholder will not be entitled to any exemption
from the 30% withholding tax (or lower treaty rate) to the extent of that
portion of REMIC taxable income that constitutes an "excess inclusion." See
"--Taxation of Residual Certificates--Limitations on Offset or Exemption of
REMIC Income" above. If the amounts paid to Residual Certificateholders who are
Non-U.S. Persons are effectively connected with the conduct of a trade or
business within the United States by Non-U.S. Persons, 30% (or lower treaty
rate) withholding will not apply. Instead, the amounts paid to Non-U.S. Persons
will be subject to United States federal income tax at regular rates. If 30%
(or lower treaty rate) withholding is applicable, those amounts generally will
be taken into


                                       90


account for purposes of withholding only when paid or otherwise distributed (or
when the Residual Certificate is disposed of) under rules similar to
withholding upon disposition of debt instruments that have original issue
discount. See "--Tax-Related Restrictions on Transfer of Residual
Certificates--Foreign Investors" above concerning the disregard of certain
transfers having "tax avoidance potential." Investors who are Non-U.S. Persons
should consult their own tax advisors regarding the specific tax consequences
to them of owning Residual Certificates.

BACKUP WITHHOLDING

     Distributions made on the Regular Certificates, and proceeds from the sale
of the Regular Certificates to or through certain brokers, may be subject to a
"backup" withholding tax under Code Section 3406 at a current rate of 28%
(which rate will be increased to 31% commencing after 2010) on "reportable
payments" (including interest distributions, original issue discount, and,
under certain circumstances, principal distributions) unless the Regular
Certificateholder is a U.S. Person and provides IRS Form W-9 with the correct
taxpayer identification number; is a Non-U.S. Person and provides IRS Form
W-8BEN identifying the Non-U.S. Person and stating that the beneficial owner is
not a U.S. Person; or can be treated as an exempt recipient within the meaning
of Treasury Regulations Section 1.6049-4(c)(1)(ii). Any amounts to be withheld
from distribution on the Regular Certificates would be refunded by the IRS or
allowed as a credit against the Regular Certificateholder's federal income tax
liability. Information reporting requirements may also apply regardless of
whether withholding is required. Non-U.S. Persons are urged to contact their
own tax advisors regarding the application to them of backup and withholding
and information reporting.

REPORTING REQUIREMENTS

     Reports of accrued interest, original issue discount and information
necessary to compute the accrual of any market discount on the Regular
Certificates will be made annually to the IRS and to individuals, estates,
non-exempt and non-charitable trusts, and partnerships who are either holders
of record of Regular Certificates or beneficial owners who own Regular
Certificates through a broker or middleman as nominee. All brokers, nominees
and all other non-exempt holders of record of Regular Certificates (including
corporations, non-calendar year taxpayers, securities or commodities dealers,
real estate investment trusts, investment companies, common trust funds, thrift
institutions and charitable trusts) may request that information for any
calendar quarter by telephone or in writing by contacting the person designated
in IRS Publication 938 with respect to a particular series of Regular
Certificates. Holders through nominees must request that information from the
nominee.

     The IRS's Form 1066 has an accompanying Schedule Q, Quarterly Notice to
Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation.
Treasury regulations require that Schedule Q be furnished by the REMIC Pool to
each Residual Certificateholder by the end of the month following the close of
each calendar quarter (41 days after the end of a quarter under proposed
Treasury regulations) in which the REMIC Pool is in existence.

     Treasury regulations require that, in addition to the foregoing
requirements, information must be furnished quarterly to Residual
Certificateholders, furnished annually, if applicable, to holders of Regular
Certificates, and filed annually with the IRS concerning Code Section 67
expenses, see "--Limitations on Deduction of Certain Expenses" above, allocable
to those holders. Furthermore, under those regulations, information must be
furnished quarterly to Residual Certificateholders, furnished annually to
holders of Regular Certificates, and filed annually with the IRS concerning the
percentage of the REMIC Pool's assets meeting the qualified asset tests
described under "--Qualification as a REMIC" above.


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              FEDERAL INCOME TAX CONSEQUENCES FOR CERTIFICATES AS
                       TO WHICH NO REMIC ELECTION IS MADE

STANDARD CERTIFICATES

     General.

     In the event that no election is made to treat a trust fund (or a
segregated pool of assets in the trust fund) with respect to a series of
certificates that are not designated as "--Stripped Certificates," as described
below, as a REMIC (certificates of that kind of series are referred to as
"Standard Certificates"), in the opinion of Cadwalader, Wickersham & Taft LLP
the trust fund will be classified as a grantor trust under subpart E, Part 1 of
subchapter J of the Code and not as an association taxable as a corporation or
a "taxable mortgage pool" within the meaning of Code Section 7701(i). Where
there is no fixed retained yield with respect to the mortgage loans underlying
the Standard Certificates, the holder of a Standard Certificate (a "Standard
Certificateholder") in that series will be treated as the owner of a pro rata
undivided interest in the ordinary income and corpus portions of the trust fund
represented by its Standard Certificate and will be considered the beneficial
owner of a pro rata undivided interest in each of the mortgage loans, subject
to the discussion under "--Recharacterization of Servicing Fees" below.
Accordingly, the holder of a Standard Certificate of a particular series will
be required to report on its federal income tax return its pro rata share of
the entire income from the mortgage loans represented by its Standard
Certificate, including interest at the coupon rate on those mortgage loans,
original issue discount (if any), prepayment fees, assumption fees, and late
payment charges received by the master servicer, in accordance with that
Standard Certificateholder's method of accounting. A Standard Certificateholder
generally will be able to deduct its share of the servicing fee and all
administrative and other expenses of the trust fund in accordance with its
method of accounting, provided that those amounts are reasonable compensation
for services rendered to that trust fund. However, investors who are
individuals, estates or trusts who own Standard Certificates, either directly
or indirectly through certain pass-through entities, will be subject to
limitation with respect to certain itemized deductions described in Code
Section 67, including deductions under Code Section 212 for the servicing fee
and all the administrative and other expenses of the trust fund, to the extent
that those deductions, in the aggregate, do not exceed two percent of an
investor's adjusted gross income. In addition, Code Section 68 provides that
itemized deductions otherwise allowable for a taxable year of an individual
taxpayer will be reduced by the lesser of (1) 3% of the excess, if any, of
adjusted gross income over a statutory threshold, or (2) 80% of the amount of
itemized deductions otherwise allowable for that year. This reduction is
scheduled to be phased out from 2006 through 2009, and reinstated after 2010
under the Economic Growth and Tax Relief Reconciliation Act of 2001. As a
result, those investors holding Standard Certificates, directly or indirectly
through a pass-through entity, may have aggregate taxable income in excess of
the aggregate amount of cash received on those Standard Certificates with
respect to interest at the pass-through rate on those Standard Certificates. In
addition, those expenses are not deductible at all for purposes of computing
the alternative minimum tax, and may cause the investors to be subject to
significant additional tax liability. Moreover, where there is fixed retained
yield with respect to the mortgage loans underlying a series of Standard
Certificates or where the servicing fee is in excess of reasonable servicing
compensation, the transaction will be subject to the application of the
"stripped bond" and "stripped coupon" rules of the Code, as described under
"--Stripped Certificates" and "--Recharacterization of Servicing Fees," below.

     Tax Status.

     In the opinion of Cadwalader, Wickersham & Taft LLP, Standard Certificates
will have the following status for federal income tax purposes:


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   1. Standard Certificate owned by a "domestic building and loan
      association" within the meaning of Code Section 7701(a)(19) will be
      considered to represent "loans....secured by an interest in real property
      which is . . . residential real property" within the meaning of Code
      Section 7701(a)(19)(C)(v), provided that the real property securing the
      mortgage loans represented by that Standard Certificate is of the type
      described in that section of the Code.

   2. Standard Certificate owned by a real estate investment trust will be
      considered to represent "real estate assets" within the meaning of Code
      Section 856(c)(5)(B) to the extent that the assets of the related trust
      fund consist of qualified assets, and interest income on those assets
      will be considered "interest on obligations secured by mortgages on real
      property" to such extent within the meaning of Code Section 856(c)(3)(B).


   3. Standard Certificate owned by a REMIC will be considered to represent an
      "obligation . . . which is principally secured by an interest in real
      property" within the meaning of Code Section 860G(a)(3)(A) to the extent
      that the assets of the related trust fund consist of "qualified
      mortgages" within the meaning of Code Section 860G(a)(3).

     Premium and Discount.

     Standard Certificateholders are advised to consult with their tax advisors
as to the federal income tax treatment of premium and discount arising either
upon initial acquisition of Standard Certificates or thereafter.

     Premium. The treatment of premium incurred upon the purchase of a Standard
Certificate will be determined generally as described under "--Federal Income
Tax Consequences for REMIC Certificates--Taxation of Residual
Certificates--Treatment of Certain Items of REMIC Income and Expense--Premium"
above.

     Original Issue Discount. The original issue discount rules will be
applicable to a Standard Certificateholder's interest in those mortgage loans
as to which the conditions for the application of those sections are met. Rules
regarding periodic inclusion of original issue discount income are applicable
to mortgages of corporations originated after May 27, 1969, mortgages of
noncorporate mortgagors (other than individuals) originated after July 1, 1982,
and mortgages of individuals originated after March 2, 1984. Under the OID
Regulations, the original issue discount could arise by the charging of points
by the originator of the mortgages in an amount greater than a statutory de
minimis exception, including a payment of points currently deductible by the
borrower under applicable Code provisions or, under certain circumstances, by
the presence of "teaser rates" on the mortgage loans.

     Original issue discount must generally be reported as ordinary gross
income as it accrues under a constant interest method that takes into account
the compounding of interest, in advance of the cash attributable to that
income. Unless indicated otherwise in the applicable prospectus supplement, no
prepayment assumption will be assumed for purposes of that accrual. However,
Code Section 1272 provides for a reduction in the amount of original issue
discount includible in the income of a holder of an obligation that acquires
the obligation after its initial issuance at a price greater than the sum of
the original issue price and the previously accrued original issue discount,
less prior payments of principal. Accordingly, if the mortgage loans acquired
by a Standard Certificateholder are purchased at a price equal to the then
unpaid principal amount of the mortgage loans, no original issue discount
attributable to the difference between the issue price and the original
principal amount of the mortgage loans (i.e., points) will be includible by
that holder.

     Market Discount. Standard Certificateholders also will be subject to the
market discount rules to the extent that the conditions for application of
those sections are met. Market discount on the mortgage loans will be
determined and will be reported as ordinary income generally in the manner
described under "--Federal Income Tax Consequences for REMIC Certificates--
Taxation of Regular Certificates--Market Discount" above, except that the
ratable accrual


                                       93


methods described there will not apply and it is unclear whether a Prepayment
Assumption would apply. Rather, the holder will accrue market discount pro rata
over the life of the mortgage loans, unless the constant yield method is
elected. Unless indicated otherwise in the applicable prospectus supplement, no
prepayment assumption will be assumed for purposes of that accrual.

     Recharacterization of Servicing Fees.

     If the servicing fee paid to the master servicer were deemed to exceed
reasonable servicing compensation, the amount of that excess would represent
neither income nor a deduction to certificateholders. In this regard, there are
no authoritative guidelines for federal income tax purposes as to either the
maximum amount of servicing compensation that may be considered reasonable in
the context of this or similar transactions or whether, in the case of the
Standard Certificate, the reasonableness of servicing compensation should be
determined on a weighted average or loan-by-loan basis. If a loan-by-loan basis
is appropriate, the likelihood that the amount would exceed reasonable
servicing compensation as to some of the mortgage loans would be increased. IRS
guidance indicates that a servicing fee in excess of reasonable compensation
("excess servicing") will cause the mortgage loans to be treated under the
"stripped bond" rules. That guidance provides safe harbors for servicing deemed
to be reasonable and requires taxpayers to demonstrate that the value of
servicing fees in excess of those amounts is not greater than the value of the
services provided.

     Accordingly, if the IRS' approach is upheld, a servicer who receives a
servicing fee in excess of those amounts would be viewed as retaining an
ownership interest in a portion of the interest payments on the mortgage loans.
Under the rules of Code Section 1286, the separation of ownership of the right
to receive some or all of the interest payments on an obligation from the right
to receive some or all of the principal payments on the obligation would result
in treatment of those mortgage loans as "stripped coupons" and "stripped
bonds." Subject to the de minimis rule discussed under "--Stripped
Certificates" below, each stripped bond or stripped coupon could be considered
for this purpose as a non-interest bearing obligation issued on the date of
issue of the Standard Certificates, and the original issue discount rules of
the Code would apply to that holder. While Standard Certificateholders would
still be treated as owners of beneficial interests in a grantor trust for
federal income tax purposes, the corpus of the trust could be viewed as
excluding the portion of the mortgage loans the ownership of which is
attributed to the master servicer, or as including that portion as a second
class of equitable interest. Applicable Treasury regulations treat that
arrangement as a fixed investment trust, since the multiple classes of trust
interests should be treated as merely facilitating direct investments in the
trust assets and the existence of multiple classes of ownership interests is
incidental to that purpose. In general, a recharacterization should not have
any significant effect upon the timing or amount of income reported by a
Standard Certificateholder, except that the income reported by a cash method
holder may be slightly accelerated. See "--Stripped Certificates" below for a
further description of the federal income tax treatment of stripped bonds and
stripped coupons.

     Sale or Exchange of Standard Certificates.

     Upon sale or exchange of a Standard Certificate, a Standard
Certificateholder will recognize gain or loss equal to the difference between
the amount realized on the sale (other than amounts allocable to accrued
interest) and its aggregate adjusted basis in the mortgage loans and the other
assets represented by the Standard Certificate. In general, the aggregate
adjusted basis will equal the Standard Certificateholder's cost for the
Standard Certificate, increased by the amount of any income previously reported
with respect to the Standard Certificate and decreased by the amount of any
losses previously reported with respect to the Standard Certificate and the
amount of any distributions received on those Standard Certificates. Except as
provided above with respect to market discount on any mortgage loans, and
except for certain financial institutions subject to the provisions of Code
Section 582(c), that gain or loss would be capital gain or loss if the Standard
Certificate was held as a capital asset. However, gain on the


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sale of a Standard Certificate will be treated as ordinary income (1) if a
Standard 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 Standard Certificateholder's net investment in the conversion
transaction at 120% of the appropriate applicable Federal rate in effect at the
time the taxpayer entered into the transaction minus any amount previously
treated as ordinary income with respect to any prior disposition of property
that was held as a part of that transaction or (2) in the case of a
non-corporate taxpayer, to the extent the taxpayer has made an election under
Code Section 163(d)(4) to have net capital gains taxed as investment income at
ordinary income rates. Long-term capital gains of certain non-corporate
taxpayers generally are subject to lower tax rates than ordinary income or
short-term capital gains of those taxpayers for property held for more than one
year. The maximum tax rate for corporations is the same with respect to both
ordinary income and capital gains.

STRIPPED CERTIFICATES

     General.

     Pursuant to Code Section 1286, the separation of ownership of the right to
receive some or all of the principal payments on an obligation from ownership
of the right to receive some or all of the interest payments results in the
creation of "stripped bonds" with respect to principal payments and "stripped
coupons" with respect to interest payments. For purposes of this discussion,
certificates that are subject to those rules will be referred to as "Stripped
Certificates." Stripped Certificates include interest-only certificates
entitled to distributions of interest, with disproportionately small, nominal
or no distributions of principal and principal-only certificates entitled to
distributions of principal, with disproportionately small, nominal or no
distributions of interest as to which no REMIC election is made.

     The certificates will be subject to those rules if:

     1.   we or any of our affiliates retain, for our own account or for
          purposes of resale, in the form of fixed retained yield or otherwise,
          an ownership interest in a portion of the payments on the mortgage
          loans,

     2.   the master servicer is treated as having an ownership interest in the
          mortgage loans to the extent it is paid, or retains, servicing
          compensation in an amount greater than reasonable consideration for
          servicing the mortgage loans (See "--Standard
          Certificates--Recharacterization of Servicing Fees" above), and

     3.   certificates are issued in two or more classes or subclasses
          representing the right to non-pro-rata percentages of the interest and
          principal payments on the mortgage loans.

     In general, a holder of a Stripped Certificate will be considered to own
"stripped bonds" with respect to its pro rata share of all or a portion of the
principal payments on each mortgage loan and/or "stripped coupons" with respect
to its pro rata share of all or a portion of the interest payments on each
mortgage loan, including the Stripped Certificate's allocable share of the
servicing fees paid to the master servicer, to the extent that those fees
represent reasonable compensation for services rendered. See discussion under
"--Standard Certificates-- Recharacterization of Servicing Fees" above.
Although not free from doubt, for purposes of reporting to Stripped
Certificateholders, the servicing fees will be allocated to the Stripped
Certificates in proportion to the respective entitlements to distributions of
each class, or subclass, of Stripped Certificates for the related period or
periods. The holder of a Stripped Certificate generally will be entitled to a
deduction each year in respect of the servicing fees, as described under
"--Standard Certificates--General" above, subject to the limitation described
there.

     Code Section 1286 treats a stripped bond or a stripped coupon as an
obligation issued at an original issue discount on the date that the stripped
interest is purchased. Although the treatment of Stripped Certificates for
federal income tax purposes is not clear in certain respects at this time,
particularly where the Stripped Certificates are issued with respect to a
mortgage


                                       95


pool containing variable-rate mortgage loans, in the opinion of Cadwalader,
Wickersham & Taft LLP (1) the trust fund will be treated as a grantor trust
under subpart E, Part 1 of subchapter J of the Code and not as an association
taxable as a corporation or a "taxable mortgage pool" within the meaning of
Code Section 7701(i), and (2) each Stripped Certificate should be treated as a
single installment obligation for purposes of calculating original issue
discount and gain or loss on disposition. This treatment is based on the
interrelationship of Code Section 1286, Code Sections 1272 through 1275, and
the OID Regulations. While under Code Section 1286 computations with respect to
Stripped Certificates arguably should be made in one of the ways described
under "--Taxation of Stripped Certificates--Possible Alternative
Characterizations" below, the OID Regulations state, in general, that two or
more debt instruments issued by a single issuer to a single investor in a
single transaction should be treated as a single debt instrument for original
issue discount purposes. The applicable Pooling Agreement will require that the
trustee make and report all computations described below using this aggregate
approach, unless substantial legal authority requires otherwise.

     Furthermore, Treasury regulations provide for the treatment of a Stripped
Certificate as a single debt instrument issued on the date it is purchased for
purposes of calculating any original issue discount. In addition, under these
regulations, a Stripped Certificate that represents a right to payments of both
interest and principal may be viewed either as issued with original issue
discount or market discount, as described below, at a de minimis original issue
discount, or, presumably, at a premium. This treatment suggests that the
interest component of that Stripped Certificate would be treated as qualified
stated interest under the OID Regulations, other than in the case of an
interest-only Stripped Certificate or a Stripped Certificate on which the
interest is substantially disproportionate to the principal amount. Further,
these final regulations provide that the purchaser of a Stripped Certificate
will be required to account for any discount as market discount rather than
original issue discount if either (1) the initial discount with respect to the
Stripped Certificate was treated as zero under the de minimis rule, or (2) no
more than 100 basis points in excess of reasonable servicing is stripped off
the related mortgage loans. This market discount would be reportable as
described under "--Federal Income Tax Consequences for REMIC
Certificates--Taxation of Regular Certificates--Market Discount" above, without
regard to the de minimis rule there, assuming that a prepayment assumption is
employed in that computation.

     Status of Stripped Certificates.

     No specific legal authority exists as to whether the character of the
Stripped Certificates, for federal income tax purposes, will be the same as
that of the mortgage loans. Although the issue is not free from doubt, in the
opinion of Cadwalader, Wickersham & Taft LLP, Stripped Certificates owned by
applicable holders should be considered to represent "real estate assets"
within the meaning of Code Section 856(c)(5)(B), "obligation[s] principally
secured by an interest in real property" within the meaning of Code Section
860G(a)(3)(A), 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 (including original issue discount) income
attributable to Stripped Certificates should be considered to represent
"interest on obligations secured by mortgages on real property" within the
meaning of Code Section 856(c)(3)(B), provided that in each case the mortgage
loans and interest on those mortgage loans qualify for that treatment.

     Taxation of Stripped Certificates.

     Original Issue Discount. Except as described under "--General" above, each
Stripped Certificate will be considered to have been issued at an original
issue discount for federal income tax purposes. Original issue discount with
respect to a Stripped Certificate must be included in ordinary income as it
accrues, in accordance with a constant interest method that takes into account
the compounding of interest, which may be prior to the receipt of the cash
attributable to that income. Based in part on the OID Regulations and the
amendments to the original issue discount sections of the Code made by the
Reform Act, the amount of original issue discount


                                       96


required to be included in the income of a holder of a Stripped Certificate
(referred to in this discussion as a "Stripped Certificateholder") in any
taxable year likely will be computed generally as described under "--Federal
Income Tax Consequences for REMIC Certificates--Taxation of Regular Certificates
- --Original Issue Discount" and "--Variable Rate Regular Certificates" above.
However, with the apparent exception of a Stripped Certificate qualifying as a
market discount obligation, as described under "--General" above, the issue
price of a Stripped Certificate will be the purchase price paid by each holder
of the Stripped Certificate, and the stated redemption price at maturity will
include the aggregate amount of the payments, other than qualified stated
interest to be made on the Stripped Certificate to that Stripped
Certificateholder, presumably under the Prepayment Assumption.

     If the mortgage loans prepay at a rate either faster or slower than that
under the Prepayment Assumption, a Stripped Certificateholder's recognition of
original issue discount will be either accelerated or decelerated and the
amount of the original issue discount will be either increased or decreased
depending on the relative interests in principal and interest on each mortgage
loan represented by that Stripped Certificateholder's Stripped Certificate.
While the matter is not free from doubt, the holder of a Stripped Certificate
should be entitled in the year that it becomes certain, assuming no further
prepayments, that the holder will not recover a portion of its adjusted basis
in that Stripped Certificate to recognize an ordinary loss, if it is a
corporation, or a short-term capital loss, if it is not a corporation and does
not hold the Stripped Certificate in connection with a trade or business, equal
to that portion of unrecoverable basis.

     As an alternative to the method described above, the fact that some or all
of the interest payments with respect to the Stripped Certificates will not be
made if the mortgage loans are prepaid could lead to the interpretation that
the interest payments are "contingent" within the meaning of the OID
Regulations. The OID Regulations, as they relate to the treatment of contingent
interest, are by their terms not applicable to prepayable securities such as
the Stripped Certificates. However, if final regulations dealing with
contingent interest with respect to the Stripped Certificates apply the same
principles as the OID Regulations, those regulations may lead to different
timing of income inclusion that would be the case under the OID Regulations.
Furthermore, application of those principles could lead to the characterization
of gain on the sale of contingent interest Stripped Certificates as ordinary
income. Investors should consult their tax advisors regarding the appropriate
tax treatment of Stripped Certificates.

     In light of the application of Section 1286 of the Code, a beneficial
owner of a Stripped Certificate generally will be required to compute accruals
of original issue discount based on its yield, possibly taking into account its
own prepayment assumption. The information necessary to perform the related
calculations for information reporting purposes, however, generally will not be
available to the trustee. Accordingly, any information reporting provided by
the trustee with respect to the Stripped Certificates, which information will
be based on pricing information as of the closing date, will largely fail to
reflect the accurate accruals of original issue discount for these
certificates. Prospective investors therefore should be aware that the timing
of accruals of original issue discount applicable to a Stripped Certificate
generally will be different than that reported to holders and the IRS.
Prospective investors should consult their own tax advisors regarding their
obligation to compute and include in income the correct amount of original
issue discount accruals and any possible tax consequences to them if they
should fail to do so.

     Sale or Exchange of Stripped Certificates. Sale or exchange of a Stripped
Certificate prior to its maturity will result in gain or loss equal to the
difference, if any, between the amount received and the Stripped
Certificateholder's adjusted basis in that Stripped Certificate, as described
under "--Federal Income Tax Consequences for REMIC Certificates--Taxation of
Regular Certificates--Sale or Exchange of Regular Certificates" above. To the
extent that a subsequent purchaser's purchase price is exceeded by the
remaining payments on the Stripped Certificates by more than the statutory de
minimis amount, that subsequent purchaser will be required for federal income
tax purposes to accrue and report that excess as if it were original issue
discount in the manner described above. It is not clear for this purpose
whether the assumed prepayment rate that is to be used in the case of a
Stripped Certificateholder other than


                                       97


an original Stripped Certificateholder should be the Prepayment Assumption or a
new rate based on the circumstances at the date of subsequent purchase.

     Purchase of More Than One Class of Stripped Certificates. Where an
investor purchases more than one class of Stripped Certificates, it is
currently unclear whether for federal income tax purposes those classes of
Stripped Certificates should be treated separately or aggregated for purposes
of the rules described above.

     Possible Alternative Characterizations. The characterizations of the
Stripped Certificates discussed above are not the only possible interpretations
of the applicable Code provisions. For example, the Stripped Certificateholder
may be treated as the owner of

     1.   one installment obligation consisting of that Stripped Certificate's
          pro rata share of the payments attributable to principal on each
          mortgage loan and a second installment obligation consisting of that
          Stripped Certificate's pro rata share of the payments attributable to
          interest on each mortgage loan,

     2.   as many stripped bonds or stripped coupons as there are scheduled
          payments of principal and/or interest on each mortgage loan or

     3.   a separate installment obligation for each mortgage loan, representing
          the Stripped Certificate's pro rata share of payments of principal
          and/or interest to be made with respect thereto.

     Alternatively, the holder of one or more classes of Stripped Certificates
may be treated as the owner of a pro rata fractional undivided interest in each
mortgage loan to the extent that the Stripped Certificate, or classes of
Stripped Certificates in the aggregate, represent the same pro rata portion of
principal and interest on that mortgage loan, and a stripped bond or stripped
coupon (as the case may be), treated as an installment obligation or contingent
payment obligation, as to the remainder. Final regulations issued regarding
original issue discount on stripped obligations make the foregoing
interpretations less likely to be applicable. The preamble to those regulations
states that they are premised on the assumption that an aggregation approach is
appropriate for determining whether original issue discount on a stripped bond
or stripped coupon is de minimis, and solicits comments on appropriate rules
for aggregating stripped bonds and stripped coupons under Code Section 1286.

     Because of these possible varying characterizations of Stripped
Certificates and the resultant differing treatment of income recognition,
Stripped Certificateholders are urged to consult their own tax advisors
regarding the proper treatment of Stripped Certificates for federal income tax
purposes.

REPORTING REQUIREMENTS AND BACKUP WITHHOLDING

     The trustee will furnish, within a reasonable time after the end of each
calendar year, to each Standard Certificateholder or Stripped Certificateholder
at any time during that year, the information, prepared on the basis described
above, as the trustee deems to be necessary or desirable to enable those
certificateholders to prepare their federal income tax returns. The information
will include the amount of original issue discount accrued on certificates held
by persons other than certificateholders exempted from the reporting
requirements. The amounts required to be reported by the trustee may not be
equal to the proper amount of original issue discount required to be reported
as taxable income by a certificateholder, other than an original
certificateholder that purchased at the issue price. In particular, in the case
of Stripped Certificates, unless provided otherwise in the applicable
prospectus supplement, the reporting will be based upon a representative
initial offering price of each class of Stripped Certificates. The trustee will
also file the original issue discount information with the IRS. If a
certificateholder fails to supply an accurate taxpayer identification number or
if the Secretary of the Treasury determines that a certificateholder has not
reported all interest and dividend income required to be shown on his federal
income tax return, backup withholding at a current rate of 28% (which rate will
be increased to 31% commencing after 2010) may be required in respect of any


                                       98


reportable payments, as described under "--Federal Income Tax Consequences for
REMIC Certificates--Backup Withholding" above.

     On June 20, 2002, the Treasury published proposed regulations which will,
when effective, establish a reporting framework for interests in "widely held
fixed investment trusts" that will place the responsibility of reporting on the
person in the ownership chain who holds an interest for a beneficial owner. A
widely-held investment trust is defined as an entity classified as a "trust"
under Treasury regulations Section 301.7701-4(c), in which any interest is held
by a middleman, which includes, but is not limited to (i) a custodian of a
person's account, (ii) a nominee and (iii) a broker holding an interest for a
customer in "street name." These regulations were proposed to be effective
beginning January 1, 2004, but such date passed and the regulations have not
been finalized. It is unclear when, or if, these regulations will become final.

TAXATION OF CERTAIN FOREIGN INVESTORS

     To the extent that a certificate evidences ownership in mortgage loans
that are issued on or before July 18, 1984, interest or original issue discount
paid by the person required to withhold tax under Code Section 1441 or 1442 to
nonresident aliens, foreign corporations, or other Non-U.S. Persons generally
will be subject to 30% United States withholding tax, or a lower rate as may be
provided for interest by an applicable tax treaty. Accrued original issue
discount recognized by the Standard Certificateholder or Stripped
Certificateholder on the sale or exchange of that certificate also will be
subject to federal income tax at the same rate.

     Treasury regulations provide that interest or original issue discount paid
by the trustee or other withholding agent to a Non-U.S. Person evidencing
ownership interest in mortgage loans issued after July 18, 1984 will be
"portfolio interest" and will be treated in the manner, and those persons will
be subject to the same certification requirements, described under "--Federal
Income Tax Consequences for REMIC Certificates--Taxation of Certain Foreign
Investors--Regular Certificates" above.

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 OTHER TAX CONSIDERATIONS

     In addition to the federal income tax consequences described in "Certain
Federal Income Tax Consequences," you should consider the state and local tax
consequences of the acquisition, ownership, and disposition of the offered
certificates. State and local tax law may differ substantially from the
corresponding federal law, and the discussion above does not purport to
describe any aspect of the tax laws of any state or other jurisdiction. Thus,
you should consult your own tax advisors with respect to the various tax
consequences of investments in the offered certificates.

                          CERTAIN ERISA CONSIDERATIONS

GENERAL

     The Employee Retirement Income Security Act of 1974, as amended, or ERISA,
and the Code impose certain requirements on retirement plans, and on certain
other employee benefit plans and arrangements, including individual retirement
accounts and annuities, Keogh plans, collective investment funds, insurance
company separate accounts and some insurance company


                                       99


general accounts in which those plans, accounts or arrangements are invested
that are subject to the fiduciary responsibility provisions of ERISA and
Section 4975 of the Code (all of which are referred to as "Plans"), and on
persons who are fiduciaries with respect to Plans, in connection with the
investment of Plan assets. Certain employee benefit plans, such as governmental
plans (as defined in ERISA Section 3(32)), and, if no election has been made
under Section 410(d) of the Code, church plans (as defined in Section 3(33) of
ERISA) are not subject to ERISA requirements. However, those plans may be
subject to the provisions of other applicable federal, state or local law
("Similar Law") materially similar to the foregoing provisions of ERISA or the
Code. Moreover, those plans, if qualified and exempt from taxation under
Sections 401(a) and 501(a) of the Code, are subject to the prohibited
transaction rules set forth in Section 503 of the Code.

     ERISA generally imposes on Plan fiduciaries certain general fiduciary
requirements, including those of investment prudence and diversification and
the requirement that a Plan's investments be made in accordance with the
documents governing the Plan. In addition, ERISA and the Code prohibit a broad
range of transactions involving assets of a Plan and persons ("Parties in
Interest") who have certain specified relationships to the Plan, unless a
statutory, regulatory or administrative exemption is available. Certain Parties
in Interest that participate in a prohibited transaction may be subject to an
excise tax imposed pursuant to Section 4975 of the Code, unless a statutory,
regulatory or administrative exemption is available. These prohibited
transactions generally are set forth in Section 406 of ERISA and Section 4975
of the Code. Special caution should be exercised before the assets of a Plan
are used to purchase an offered certificate if, with respect to those assets,
the Depositor, the master servicer or the trustee or one of their affiliates,
either: (a) has investment discretion with respect to the investment of those
assets of that Plan; or (b) has authority or responsibility to give, or
regularly gives, investment advice with respect to those assets for a fee and
pursuant to an agreement or understanding that the advice will serve as a
primary basis for investment decisions with respect to those assets and that
the advice will be based on the particular investment needs of the Plan; or (c)
is an employer maintaining or contributing to the Plan.

     Before purchasing any offered certificates with Plan assets, a Plan
fiduciary should consult with its counsel and determine whether there exists
any prohibition to that purchase under the requirements of ERISA or Section
4975 of the Code, whether any prohibited transaction class exemption or any
individual administrative prohibited transaction exemption (as described below)
applies, including whether the appropriate conditions set forth in those
exemptions would be met, or whether any statutory prohibited transaction
exemption is applicable, and further should consult the applicable prospectus
supplement relating to that series of offered certificates. Fiduciaries of
plans subject to a Similar Law should consider the need for, and the
availability of, an exemption under such applicable Similar Law.

PLAN ASSET REGULATIONS

     A Plan's investment in offered certificates may cause the trust assets to
be deemed Plan assets. Section 2510.3-101 of the regulations of the United
States Department of Labor ("DOL") provides that when a Plan acquires an equity
interest in an entity, the Plan's assets include both the equity interest and
an undivided interest in each of the underlying assets of the entity, unless
certain exceptions not applicable to this discussion apply, or unless the
equity participation in the entity by "benefit plan investors" (that is, Plans
and certain employee benefit plans not subject to ERISA) is not "significant."
For this purpose, in general, equity participation in a trust fund will be
"significant" on any date if, immediately after the most recent acquisition of
any certificate, 25% or more of any class of certificates is held by benefit
plan investors.

     In general, any person who has discretionary authority or control
respecting the management or disposition of Plan assets, and any person who
provides investment advice with respect to those assets for a fee, is a
fiduciary of the investing Plan. If the trust assets constitute Plan assets,
then any party exercising management or discretionary control regarding those
assets, such as a master servicer, a special servicer or any sub-servicer, may
be deemed to be a Plan "fiduciary" with respect to the investing Plan, and thus
subject to the fiduciary responsibility


                                      100


provisions and prohibited transaction provisions of ERISA and the Code. In
addition, if the Trust Assets constitute Plan assets, the purchase of offered
certificates by a Plan, as well as the operation of the trust fund, may
constitute or involve a prohibited transaction under ERISA or the Code.

ADMINISTRATIVE EXEMPTIONS

     Several underwriters of mortgage-backed securities have applied for and
obtained individual administrative ERISA prohibited transaction exemptions (the
"Exemptions") which can only apply to the purchase and holding of
mortgage-backed securities which, among other conditions, are sold in an
offering with respect to which that underwriter serves as the sole or a
managing underwriter, or as a selling or placement agent. If one of the
Exemptions might be applicable to a series of certificates, the related
prospectus supplement will refer to the possibility, as well as provide a
summary of the conditions to the applicability.

     The DOL has promulgated amendments (the "Amendments") to the Exemptions
that, among other changes, permit Plans to purchase subordinated certificates
rated in any of the four highest ratings categories (provided that all other
requirements of the Exemptions are met). Plan fiduciaries should, and other
potential investors who may be analyzing the potential liquidity of their
investment may wish to, consult with their advisors regarding the Amendments.

INSURANCE COMPANY GENERAL ACCOUNTS

     Sections I and III of Prohibited Transaction Class Exemption ("PTCE")
95-60 exempt from the application of the prohibited transaction provisions of
Sections 406(a), 406(b) and 407(a) of ERISA and Section 4975 of the Code
transactions in connection with the acquisition of a security (such as a
certificate issued by a trust fund) as well as the servicing, management and
operation of a trust (such as the trust fund) in which an insurance company
general account has an interest as a result of its acquisition of certificates
issued by the trust, provided that certain conditions are satisfied. If these
conditions are met, insurance company general accounts investing assets that
are treated as assets of Plans would be allowed to purchase certain classes of
certificates which do not meet the ratings requirements of the Exemptions. All
other conditions of the Exemptions would have to be satisfied in order for PTCE
95-60 to be available. Before purchasing any class of offered certificates, an
insurance company general account seeking to rely on Sections I and III of PTCE
95-60 should itself confirm that all applicable conditions and other
requirements have been satisfied.

     The Small Business Job Protection Act of 1996 added a new Section 401(c)
to ERISA, which provides certain exemptive relief from the provisions of Part 4
of Title I of ERISA and Section 4975 of the Code, including the prohibited
transaction restrictions imposed by ERISA and the related excise taxes imposed
by the Code, for transactions involving an insurance company general account.
Pursuant to Section 401(c) of ERISA, the DOL issued regulations ("401(c)
Regulations"), generally effective July 5, 2001, to provide guidance for the
purpose of determining, in cases where insurance policies supported by an
insured's general account are issued to or for the benefit of a Plan on or
before December 31, 1998, which general account assets constitute Plan assets.
Any assets of an insurance company general account which support insurance
policies issued to a Plan after December 31, 1998 or issued to Plans on or
before December 31, 1998 for which the insurance company does not comply with
the 401(c) Regulations may be treated as Plan assets. In addition, because
Section 401(c) of ERISA does not relate to insurance company separate accounts,
separate account assets are still generally treated as Plan assets of any Plan
invested in that separate account. Insurance companies contemplating the
investment of general account assets in the offered certificates should consult
with their counsel with respect to the applicability of Section 401(c) of
ERISA.

UNRELATED BUSINESS TAXABLE INCOME; RESIDUAL CERTIFICATES

     The purchase of a Residual Certificate by any employee benefit plan
qualified under Code Section 401(a) and exempt from taxation under Code Section
501(a), including most varieties of


                                      101


Plans, may give rise to "unrelated business taxable income" as described in
Code Sections 511-515 and 860E. Further, prior to the purchase of Residual
Certificates, a prospective transferee may be required to provide an affidavit
to a transferor that it is not, nor is it purchasing a Residual Certificate on
behalf of, a "Disqualified Organization," which term as defined above includes
certain tax-exempt entities not subject to Code Section 511 including certain
governmental plans, as discussed above under the caption "Certain Federal
Income Tax Consequences--Federal Income Tax Consequences for REMIC
Certificates--Taxation of Residual Certificates--Tax-Related Restrictions on
Transfer of Residual Certificates--Disqualified Organizations."

     Due to the complexity of these rules and the penalties imposed upon
persons involved in prohibited transactions, it is particularly important that
potential investors who are Plan fiduciaries or who are investing Plan assets
consult with their counsel regarding the consequences under ERISA and the Code
of their acquisition and ownership of certificates.

     The sale of certificates to a Plan is in no respect a representation by
the Depositor or the Underwriter that this investment meets all relevant legal
requirements with respect to investments by Plans generally or by any
particular Plan, or that this investment is appropriate for Plans generally or
for any particular Plan.

                               LEGAL INVESTMENT

     If so specified in the related prospectus supplement, certain Classes of
the offered certificates will constitute "mortgage related securities" for
purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended
("SMMEA"). Generally, the only classes of offered certificates which will
qualify as "mortgage related securities" will be those that (1) are rated in
one of the two highest rating categories by at least one nationally recognized
statistical rating organization; and (2) are part of a series evidencing
interests in a trust fund consisting of loans originated by certain types of
originators specified in SMMEA and secured by first liens on real estate. The
appropriate characterization of those offered certificates not qualifying as
"mortgage related securities" for purposes of SMMEA ("Non-SMMEA Certificates")
under various legal investment restrictions, and thus the ability of investors
subject to these restrictions to purchase such 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 their own legal advisors in determining whether and to what extent the
Non-SMMEA Certificates constitute legal investments for them.

     Those classes of offered certificates qualifying as "mortgage related
securities," will constitute legal investments for persons, trusts,
corporations, partnerships, associations, business trusts and business
entities, including depository institutions, insurance companies, trustees and
pension funds, created pursuant to or existing under the laws of the United
States or of any state, including the District of Columbia and Puerto Rico,
whose authorized investments are subject to state regulation to the same extent
that, under applicable law, obligations issued by or guaranteed as to principal
and interest by the United States or any of its agencies or instrumentalities
constitute legal investments for those entities.

     Under SMMEA, a number of states enacted legislation, on or prior to the
October 3, 1991 cut-off for those enactments, limiting to various extents the
ability of certain entities (in particular, insurance companies) to invest in
"mortgage related securities" secured by liens on residential, or mixed
residential and commercial properties, in most cases by requiring the affected
investors to rely solely upon existing state law, and not SMMEA. Pursuant to
Section 347 of the Riegle Community Development and Regulatory Improvement Act
of 1994, which amended the definition of "mortgage related security" to
include, in relevant part, offered certificates satisfying the rating and
qualified originator requirements for "mortgage related securities," but
evidencing interests in a trust fund consisting, in whole or in part, of first
liens on one or 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


                                      102


referring to Section 347 and prohibiting or restricting the purchase, holding
or investment by state-regulated entities in those types of offered
certificates. Accordingly, the investors affected by any state legislation
overriding the preemptive effect of SMMEA will be authorized to invest in
offered certificates qualifying as "mortgage related securities" only to the
extent provided in that legislation.

     SMMEA also amended the legal investment authority of federally-chartered
depository institutions as follows: federal savings and loan associations and
federal savings banks may invest in, sell or otherwise deal in "mortgage
related securities" without limitation as to the percentage of their assets
represented thereby, federal credit unions may invest in those securities, and
national banks may purchase those securities for their own account without
regard to the limitations generally applicable to investment securities set
forth in 12 U.S.C. Section 24 (Seventh), subject in each case to those
regulations as the applicable federal regulatory authority may prescribe. In
this connection, the Office of the Comptroller of the Currency (the "OCC") has
amended 12 C.F.R. Part 1 to authorize national banks to purchase and sell for
their own account, without limitation as to a percentage of the bank's capital
and surplus (but subject to compliance with certain general standards in 12
C.F.R. Section 1.5 concerning "safety and soundness" and retention of credit
information), certain "Type IV securities," defined in 12 C.F.R. Section 1.2(m)
to include certain "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 class of offered certificates will
qualify as "commercial mortgage-related securities" and thus as "Type IV
securities," for investment by national banks. The National Credit Union
Administration (the "NCUA") has adopted rules, codified at 12 C.F.R. Part 703,
which permit federal credit unions to invest in "mortgage related securities,"
other than stripped mortgage related securities (unless the credit union
complies with the requirements of 12 C.F.R. Section 703.16(e) for investing in
those securities), residual interests in mortgage related securities, and
commercial mortgage related securities, subject to compliance with general
rules governing investment policies and practices; however, credit unions
approved for the NCUA's "investment pilot program" under C.F.R. Section 703.19
may be able to invest in those prohibited forms of securities, while "RegFlex
credit unions" may invest in commercial mortgage related securities under
certain conditions pursuant to 12 C.F.R. Section 742.4(b)(2). The Office of
Thrift Supervision (the "OTS") has issued Thrift Bulletin 13a (December 1,
1998), "Management of Interest Rate Risk, Investment Securities, and
Derivatives Activities," and Thrift Bulletin 73a (December 18, 2001),
"Investing in Complex Securities," which thrift institutions subject to the
jurisdiction of the OTS should consider before investing in any of the offered
certificates.

     All depository institutions considering an investment in the offered
certificates should review the "Supervisory Policy Statement on Investment
Securities and End-User Derivatives Activities" (the "1998 Policy Statement")
of the Federal Financial Institutions Examination Council, which has been
adopted by the Board of Governors of the Federal Reserve System, the OCC, the
Federal Deposit Insurance Corporation, and the OTS, effective May 26, 1998, and
by the NCUA, effective October 1, 1998. The 1998 Policy Statement sets forth
general guidelines which depository institutions must follow in managing risks
(including market, credit, liquidity, operational (transaction), and legal
risks) applicable to all securities (including mortgage pass-through securities
and mortgage-derivative products) used for investment purposes.

     Investors whose investment activities are subject to regulation by federal
or state authorities should review rules, policies and guidelines adopted from
time to time by those authorities


                                      103


before purchasing any offered certificates, as certain classes may be deemed
unsuitable investments, or may otherwise be restricted, under those rules,
policies or guidelines (in certain instances irrespective of SMMEA).

     The foregoing does not take into consideration the applicability of
statutes, rules, regulations, orders, guidelines or agreements generally
governing investments made by a particular investor, including, but not limited
to, "prudent investor" provisions, percentage-of-assets limits, provisions
which may restrict or prohibit investment in securities which are not "interest
bearing" or "income paying," and, with regard to any offered certificates
issued in book-entry form, provisions which may restrict or prohibit
investments in securities which are issued in book-entry form.

     Except as to the status of certain classes of offered certificates as
"mortgage related securities," no representations are made as to the proper
characterization of offered certificates for legal investment purposes,
financial institution regulatory purposes, or other purposes, or as to the
ability of particular investors to purchase offered certificates under
applicable legal investment restrictions. The uncertainties described above
(and any unfavorable future determinations concerning legal investment or
financial institution regulatory characteristics of the offered certificates)
may adversely affect the liquidity of the offered certificates.

     Accordingly, all investors whose investment activities are subject to
legal investment laws and regulations, regulatory capital requirements or
review by regulatory authorities should consult with their own legal advisors
in determining whether and to what extent the offered certificates of any class
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.

                            METHOD OF DISTRIBUTION

     The offered certificates offered by this prospectus and by the related
prospectus supplements will be offered in series through one or more of the
methods described below. The prospectus supplement prepared for each series
will describe the method of offering being utilized for that series and will
state our net proceeds from that sale.

     We intend that offered certificates will be offered through the following
methods from time to time and that offerings may be made concurrently through
more than one of these methods or that an offering of a particular series of
certificates may be made through a combination of two or more of these methods.
Those methods are as follows:

     1.   by negotiated firm commitment underwriting and public offering by one
          or more underwriters specified in the related prospectus supplement;

     2.   by placements through one or more placement agents specified in the
          related prospectus supplement primarily with institutional investors
          and dealers; and

     3.   through direct offerings by the Depositor.

     If underwriters are used in a sale of any offered certificates (other than
in connection with an underwriting on a best efforts basis), those certificates
will be acquired by the underwriters for their own account and may be resold
from time to time in one or more transactions, including negotiated
transactions, at fixed public offering prices or at varying prices to be
determined at the time of sale or at the time of commitment. The underwriters
may be broker-dealers affiliated with us. Their identities and material
relationships to us will be set forth in the related prospectus supplement. The
managing underwriter or underwriters with respect to the offer and sale of a
particular series of certificates will be set forth in the cover of the
prospectus supplement relating to that series and the members of the
underwriting syndicate, if any, will be named in that prospectus supplement.

     In connection with the sale of the offered certificates, underwriters may
receive compensation from us or from purchasers of the offered certificates in
the form of discounts,


                                      104


concessions or commissions. Underwriters and dealers participating in the
distribution of the offered certificates may be deemed to be underwriters in
connection with those offered certificates, and any discounts or commissions
received by them from us and any profit on the resale of offered certificates
by them may be deemed to be underwriting discounts and commissions under the
Securities Act of 1933, as amended (the "Securities Act").

     It is anticipated that the underwriting agreement pertaining to the sale
of any series of certificates will provide that the obligations of the
underwriters will be subject to certain conditions precedent, that the
underwriters will be obligated to purchase all offered certificates if any are
purchased (other than in connection with an underwriting on a best efforts
basis) and that we will indemnify the several underwriters, and each person, if
any, who controls that underwriter within the meaning of Section 15 of the
Securities Act, against certain civil liabilities, including liabilities under
the Securities Act, or will contribute to payments required to be made in
respect of these liabilities.

     The prospectus supplement with respect to any series offered by placements
through dealers will contain information regarding the nature of that offering
and any agreements to be entered into between us and purchasers of offered
certificates of that series.

     We anticipate that the offered certificates offered by this prospectus and
the related prospectus supplement will be sold primarily to institutional
investors. Purchasers of offered certificates, including dealers, may,
depending on the facts and circumstances of those purchases, be deemed to be
"underwriters" within the meaning of the Securities Act in connection with
reoffers and sales by them of offered certificates. You should consult with
your legal advisors in this regard prior to any similar reoffer or sale.

     As to each series of certificates, only those classes rated in an
investment grade rating category by any rating agency will be offered by this
prospectus. We may initially retain any unrated class and we may sell it at any
time to one or more institutional investors.

               INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     With respect to each series of certificates offered by this prospectus,
there are incorporated in this prospectus and in the related prospectus
supplement by reference all documents and reports filed or caused to be filed
by the Depositor with respect to a trust fund pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act, that relate specifically to the related series
of certificates. The Depositor will provide or cause to be provided without
charge to each person to whom this prospectus is delivered in connection with
the offering of one or more classes of offered certificates, upon written or
oral request of that person, a copy of any or all documents or reports
incorporated in this prospectus by reference, in each case to the extent the
documents or reports relate to one or more of the classes of offered
certificates, other than the exhibits to those documents (unless the exhibits
are specifically incorporated by reference in those documents). Requests to the
Depositor should be directed in writing to its principal executive offices at
270 Park Avenue, New York, New York 10017, Attention: President, or by
telephone at (212) 834-9299. The Depositor has determined that its financial
statements will not be material to the offering of any Offered Certificates.

     The Depositor filed a registration statement (the "Registration
Statement") relating to the certificates with the Securities and Exchange
Commission. This prospectus is part of the Registration Statement, but the
Registration Statement includes additional information.

     Copies of the Registration Statement and other filed materials may be read
and copied at the Public Reference Section of the Securities and Exchange
Commission, 450 Fifth Street N.W., Washington, D.C. 20549. Information
regarding the operation of the Public Reference Room may be obtained by calling
The Securities and Exchange Commission at 1-800-SEC-0330. The Securities and
Exchange Commission also maintains a site on the World Wide Web at
"http://www.sec.gov" at which you can view and download copies of reports,
proxy and information statements and other information filed electronically
through the Electronic Data Gathering, Analysis and


                                      105


Retrieval ("EDGAR") system. The Depositor has filed the Registration Statement,
including all exhibits thereto, through the EDGAR system, so the materials
should be available by logging onto the Securities and Exchange Commission's
Web site. The Securities and Exchange Commission maintains computer terminals
providing access to the EDGAR system at each of the offices referred to above.

                                 LEGAL MATTERS

     The validity of the certificates of each series and certain federal income
tax matters will be passed upon for us by Cadwalader, Wickersham & Taft LLP or
such other counsel as may be specified in the applicable 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 at least one rating agency.

     Ratings on mortgage pass-through certificates address the likelihood of
receipt by the holders of those certificates of all collections on the
underlying mortgage assets to which those holders are entitled. These ratings
address the structural, legal and issuer-related aspects associated with those
certificates, the nature of the underlying mortgage assets and the credit
quality of the guarantor, if any. Ratings on mortgage pass-through certificates
do not represent any assessment of the likelihood of principal prepayments by
borrowers or of the degree by which those prepayments might differ from those
originally anticipated. As a result, you might suffer a lower than anticipated
yield, and, in addition, holders of stripped interest certificates in extreme
cases might fail to recoup their initial investments.

     A security rating is not a recommendation to buy, sell or hold securities
and may be subject to revision or withdrawal at any time by the assigning
rating organization. Each security rating should be evaluated independently of
any other security rating.

                                      106


                             INDEX OF DEFINED TERMS

1998 Policy Statement .................     103
401(c) Regulations ....................     101
Accrual Certificates ..................      35
Accrued Certificate Interest ..........      35
ADA ...................................      67
Amendments ............................     101
ARM Loans .............................      24
Available Distribution Amount .........      35
Bankruptcy Code .......................      59
Book-Entry Certificates ...............      34
Cash Flow Agreement ...................      26
CERCLA ................................      63
Certificate Owner .....................      41
Code ..................................      39
Cooperatives ..........................      21
CPR ...................................      30
Debt Service Coverage Ratio ...........      22
defective obligation ..................      70
Definitive Certificates ...............      34
Depositor .............................      21
Determination Date ....................      27
Direct Participants ...................      40
Disqualified Organization .............      84
Distribution Date Statement ...........      38
DOL ...................................     100
DTC ...................................      34
Due Dates .............................      23
Due Period ............................      27
EDGAR .................................     106
electing large partnership ............      84
Equity Participation ..................      24
Event of Default ......................      51
Excess Funds ..........................      33
excess servicing ......................      94
Exchange Act ..........................      40
Exemptions ............................     101
FAMC ..................................      25
FHLMC .................................      25
FNMA ..................................      25
Garn Act ..............................      65
GNMA ..................................      25
Indirect Participants .................      41
Insurance and Condemnation
Proceeds ..............................      46
IRS ...................................      68
L/C Bank ..............................      55
Liquidation Proceeds ..................      46
Loan-to-Value Ratio ...................      23
Lock-out Date .........................      24
Lock-out Period .......................      24
MBS ...................................      21
MBS Agreement .........................      25
MBS Issuer ............................      25
MBS Servicer ..........................      25
MBS Trustee ...........................      25
Mortgage Asset Seller .................      21
Mortgage Notes ........................      21
Mortgaged Properties ..................      21
Mortgages .............................      21
NCUA ..................................     103
Net Leases ............................      22
Net Operating Income ..................      22
Nonrecoverable Advance ................      37
Non-SMMEA Certificates ................     102
Non-U.S. Person .......................      90
OCC ...................................     103
OID Regulations .......................      72
OTS ...................................     103
Participants ..........................      40
Parties in Interest ...................     100
Pass-Through Entity ...................      84
Permitted Investments .................      45
Plans .................................     100
Pooling Agreement .....................      42
prepayment ............................      30
Prepayment Assumption .................      73
Prepayment Interest Shortfall .........      27
Prepayment Premium ....................      24
PTCE ..................................     101
Random Lot Certificates ...............      72
Record Date ...........................      35
Reform Act ............................      71
Registration Statement ................     105
Regular Certificateholder .............      72
Regular Certificates ..................      69
Related Proceeds ......................      37
Relief Act ............................      67
REMIC .................................   8, 69
REMIC Certificates ....................      69
REMIC Pool ............................      69
REMIC Regulations .....................      68
REO Property ..........................      45
Residual Certificateholders ...........      80
Residual Certificates .................      35
SEC ...................................      25
secured-creditor exemption ............      64
Securities Act ........................     105
Senior Certificates ...................      34
Servicing Standard ....................      44

                                      107


Similar Law ........................   100
SMMEA ..............................   102
SPA ................................    30
Standard Certificateholder .........    92
Standard Certificates ..............    92
Startup Day ........................    70
Stripped Certificateholder .........    97
Stripped Certificates. .............    95
Subordinate Certificates ...........    34
Sub-Servicing Agreement ............    45
Title V ............................    66
Treasury ...........................    68
U.S. Person ........................    86
Value ..............................    23
Warranting Party ...................    43











                                      108


     The attached diskette contains a Microsoft Excel1, Version 5.0 spreadsheet
file (the "Spreadsheet File") that can be put on a user-specified hard drive or
network drive. The Spreadsheet File is "JPMCC 2005-CIBC12.xls." It provides, in
electronic format, certain statistical information that appears under the
caption "Description of the Mortgage Pool" in this prospectus supplement and in
Annex A-1 and Annex A-2 to the prospectus supplement. Defined terms used in the
Spreadsheet File but not otherwise defined in the Spreadsheet File shall have
the respective meanings assigned to them in this prospectus supplement. All the
information contained in the Spreadsheet File is subject to the same
limitations and qualifications contained in this prospectus supplement. To the
extent that the information in electronic format contained in the attached
diskette is different from statistical information that appears under the
caption "Description of the Mortgage Pool" in this prospectus supplement and in
Annex A-1 and Annex A-2 to the prospectus supplement, the information in
electronic format is superseded by the related information in print format.
Prospective investors are advised to read carefully and should rely solely on
the final prospectus supplement and accompanying prospectus relating to the
Certificates in making their investment decision.

     Open the file as you would normally open any spreadsheet in Microsoft
Excel. Before the file is displayed, a message will appear notifying you that
the file is Read Only. Click the "READ ONLY" button and, after the file is
opened, a securities law legend will be displayed. READ THE LEGEND CAREFULLY.


- ---------
1 Microsoft Excel is a registered trademark of Microsoft Corporation.



================================================================================

      YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE ATTACHED PROSPECTUS. WE HAVE
NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION.

      WE ARE NOT OFFERING THESE CERTIFICATES IN ANY STATE WHERE THE OFFER IS
NOT PERMITTED.

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

                               TABLE OF CONTENTS

                             PROSPECTUS SUPPLEMENT

Summary of Terms .................................    S-8
Risk Factors .....................................   S-30
Description of the Mortgage Pool .................   S-66
Description of the Certificates ..................   S-95
Servicing of the Mortgage Loans ..................  S-130
Yield and Maturity Considerations ................  S-152
Certain Federal Income Tax Consequences ..........  S-164
Method of Distribution ...........................  S-165
Legal Matters ....................................  S-167
Ratings ..........................................  S-167
Legal Investment .................................  S-168
Certain ERISA Considerations .....................  S-168
Index of Defined Terms ...........................  S-171

                                   PROSPECTUS

Summary of Prospectus ............................      1
Risk Factors .....................................      9
Description of the Trust Funds ...................     21
Yield and Maturity Considerations ................     27
The Depositor ....................................     33
Use of Proceeds ..................................     34
Description of the Certificates ..................     34
Description of the Pooling Agreements ............     42
Description of Credit Support ....................     54
Certain Legal Aspects of Mortgage Loans ..........     56
Certain Federal Income Tax Consequences ..........     68
State and Other Tax Considerations ...............     99
Certain ERISA Considerations .....................     99
Legal Investment .................................    102
Method of Distribution ...........................    104
Incorporation of Certain Information by
   Reference .....................................    105
Legal Matters ....................................    106
Financial Information ............................    106
Rating ...........................................    106
Index of Defined Terms ...........................    107

      DEALERS WILL BE REQUIRED TO DELIVER A PROSPECTUS SUPPLEMENT AND
PROSPECTUS WHEN ACTING AS UNDERWRITERS OF THESE CERTIFICATES AND WITH RESPECT
TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS. IN ADDITION, ALL DEALERS SELLING
THESE CERTIFICATES WILL DELIVER A PROSPECTUS SUPPLEMENT AND PROSPECTUS UNTIL
OCTOBER 23, 2005.

================================================================================


================================================================================

                                 $1,990,966,000
                                 (APPROXIMATE)


                        [J.P. MORGAN CHASE LOGO OMITTED]


                               J.P. MORGAN CHASE
                              COMMERCIAL MORTGAGE
                                SECURITIES CORP.


                              COMMERCIAL MORTGAGE
                           PASS-THROUGH CERTIFICATES,
                               SERIES 2005-CIBC12


                      Class A-1            $   72,501,000
                      Class A-2            $  171,215,000
                      Class A-3A1          $  163,601,000
                      Class A-3A2          $  122,934,000
                      Class A-3B           $  200,000,000
                      Class A-4            $  649,324,000
                      Class A-SB           $  137,352,000
                      Class A-M            $  216,704,000
                      Class A-J            $  162,527,000
                      Class X-2            $2,100,087,000
                      Class B              $   43,341,000
                      Class C              $   18,962,000
                      Class D              $   32,505,000

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

                    P R O S P E C T U S  S U P P L E M E N T

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



                                    JPMORGAN
                               CIBC WORLD MARKETS
                         BANC OF AMERICA SECURITIES LLC


                                 JULY 20, 2005

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