424B5 1 file1.htm

File Pursuant to Rule 424(b)(5)
Registration No. 333-120522-06

PROSPECTUS SUPPLEMENT (TO PROSPECTUS DATED MARCH 31, 2006)

$1,824,348,000 (APPROXIMATE)
BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES TRUST 2006-PWR12
as Issuing Entity

SERIES 2006-PWR12 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
as Depositor

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

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

We, Bear Stearns Commercial Mortgage Securities Inc., are establishing a
trust fund. The offered certificates are mortgage-backed securities issued by
the trust fund. Only the classes of mortgage pass-through certificates listed
in the table below are being offered by this prospectus supplement and the
accompanying prospectus. The trust fund will consist primarily of a pool of 213
commercial and multifamily first lien mortgage loans, with an initial mortgage
pool balance of approximately $2,079,030,155. The Series 2006-PWR12
certificates are obligations of the issuing entity only and are not obligations
of the depositor, the sponsors, the mortgage loan sellers or any of their
respective affiliates, and neither the Series 2006-PWR12 certificates nor the
underlying mortgage loans are insured or guaranteed by any governmental agency
or any other person or entity. The trust fund will issue 25 classes of
commercial mortgage pass-through certificates, 8 of which are being offered by
this prospectus supplement. The offered certificates will accrue interest from
June 1, 2006. Each class of certificates will be entitled to receive monthly
distributions of interest or principal and interest on the 11th day of each
month, commencing on July 11, 2006. No one will list the offered certificates
on any national securities exchange or any automated quotation system of any
registered securities association.

INVESTING IN THE OFFERED CERTIFICATES INVOLVES RISKS. YOU SHOULD REVIEW
CAREFULLY THE FACTORS SET FORTH UNDER "RISK FACTORS" COMMENCING ON PAGE S-36 OF
THIS PROSPECTUS SUPPLEMENT AND PAGE 2 IN THE ACCOMPANYING PROSPECTUS.

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

Characteristics of the certificates offered to you include:

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

Class A-1 .......... $ 68,100,000 5.546% WAC Cap Aaa / AAA
Class A-2 .......... $ 49,000,000 5.688% WAC Cap Aaa / AAA
Class A-3 .......... $150,500,000 5.704% WAC-0.046% Aaa / AAA
Class A-AB ......... $119,800,000 5.686% WAC-0.064% Aaa / AAA
Class A-4 .......... $873,250,000 5.711% WAC-0.039 % Aaa / AAA
Class A-1A ......... $194,671,000 5.704% WAC-0.046% Aaa / AAA
Class A-M .......... $207,903,000 5.750% WAC Aaa / AAA
Class A-J .......... $161,124,000 5.750% WAC Aaa / AAA

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

(2) See page S-8 of this prospectus supplement for more information on the
calculation of the pass-through rates.

This prospectus supplement may be used to offer and sell the offered
certificates only if it is accompanied by our prospectus dated March 31, 2006.

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

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

Bear, Stearns & Co. Inc. and Morgan Stanley & Co. Incorporated are the
underwriters of this offering. Bear, Stearns & Co. Inc. and Morgan Stanley &
Co. Incorporated will act as co-lead and co-bookrunning managers. We will sell
the offered certificates to the underwriters, who will sell their respective
allotments of those certificates from time to time in negotiated transactions
or otherwise at varying prices to be determined at the time of sale. The
underwriters expect to deliver the offered certificates to purchasers on or
about June 21, 2006. We expect to receive from this offering approximately
$1,833,884,741 in sale proceeds, plus accrued interest on the offered
certificates from and including June 1, 2006, before deducting expenses payable
by us.

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

BEAR, STEARNS & CO. INC. MORGAN STANLEY

The date of this prospectus supplement is June 8, 2006.



                                TABLE OF CONTENTS

                                                                            PAGE
                                                                           -----
                              PROSPECTUS SUPPLEMENT

Dealer Prospectus Delivery Obligation...................................     S-6
Summary.................................................................     S-7
Risk Factors............................................................    S-36
Capitalized Terms Used in this Prospectus Supplement....................    S-64
Forward-Looking Statements..............................................    S-64
Transaction Parties.....................................................    S-64
Description of the Offered Certificates.................................    S-87
Yield and Maturity Considerations.......................................   S-118
Description of the Mortgage Pool........................................   S-126
Servicing of the Mortgage Loans Under the Series 2006-PWR12 Pooling
and Servicing Agreement.................................................   S-155
Certain Legal Aspects of Mortgage Loans.................................   S-176
Material Federal Income Tax Consequences................................   S-176
ERISA Considerations....................................................   S-179
Legal Investment........................................................   S-182
Use of Proceeds.........................................................   S-182
Plan of Distribution....................................................   S-182
Legal Matters...........................................................   S-183
Ratings.................................................................   S-184
Glossary................................................................   S-186

Schedule I:    Amortization Schedule....................................     I-1
Schedule II:   Class A-AB Planned Principal Balances....................    II-1
Appendix A:    Mortgage Pool Information (Tables).......................     A-1
Appendix B:    Certain Characteristics of the Mortgage Loans and
               Mortgaged Properties.....................................     B-1
Appendix C:    Certain Characteristics of the Multifamily and
               Manufactured Housing Community Loans.....................     C-1
Appendix D:    Summaries of the Ten Largest Mortgage Loans..............     D-1
Appendix E:    Global Clearance, Settlement and Tax Documentation
               Procedures...............................................     E-1

                                   ----------


                                       S-3



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

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

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

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

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

                                   ----------

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

          Cross-references are included in this prospectus supplement and in the
accompanying prospectus which direct you to more detailed descriptions of a
particular topic. You can also find references to key topics in the table of
contents in this prospectus supplement on page S-3 and the table of contents in
the accompanying prospectus on page ii. You can find the definitions of
capitalized terms that are used in this prospectus supplement under the caption
"Glossary" beginning on page S-186 in this prospectus supplement and the
definitions of capitalized terms that are used in the accompanying prospectus
under the caption "Glossary" beginning on page 108 in the accompanying
prospectus.

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

                                   ----------

                             EUROPEAN ECONOMIC AREA

          IN RELATION TO EACH MEMBER STATE OF THE EUROPEAN ECONOMIC AREA WHICH
HAS IMPLEMENTED THE PROSPECTUS DIRECTIVE (EACH, A "RELEVANT MEMBER STATE"), EACH
UNDERWRITER HAS REPRESENTED AND AGREED THAT WITH EFFECT FROM AND INCLUDING THE
DATE ON WHICH THE PROSPECTUS DIRECTIVE IS IMPLEMENTED IN THAT RELEVANT MEMBER
STATE (THE "RELEVANT IMPLEMENTATION DATE") IT HAS NOT MADE AND WILL NOT MAKE AN
OFFER OF CERTIFICATES TO THE PUBLIC IN THAT RELEVANT MEMBER STATE PRIOR TO THE
PUBLICATION OF A PROSPECTUS IN RELATION TO THE CERTIFICATES WHICH HAS BEEN
APPROVED BY THE COMPETENT AUTHORITY IN THAT RELEVANT MEMBER STATE OR, WHERE
APPROPRIATE, APPROVED IN ANOTHER RELEVANT MEMBER STATE AND NOTIFIED TO THE
COMPETENT AUTHORITY IN THAT RELEVANT MEMBER STATE, ALL IN ACCORDANCE WITH THE
PROSPECTUS DIRECTIVE, EXCEPT THAT IT MAY, WITH EFFECT FROM AND INCLUDING THE
RELEVANT IMPLEMENTATION DATE, MAKE AN OFFER OF CERTIFICATES TO THE PUBLIC IN
THAT RELEVANT MEMBER STATE AT ANY TIME:


                                       S-4



          (A) TO LEGAL ENTITIES WHICH ARE AUTHORISED OR REGULATED TO OPERATE IN
THE FINANCIAL MARKETS OR, IF NOT SO AUTHORISED OR REGULATED, WHOSE CORPORATE
PURPOSE IS SOLELY TO INVEST IN SECURITIES;

          (B) TO ANY LEGAL ENTITY WHICH HAS TWO OR MORE OF (1) AN AVERAGE OF AT
LEAST 250 EMPLOYEES DURING THE LAST FINANCIAL YEAR; (2) A TOTAL BALANCE SHEET OF
MORE THAN (EURO)43,000,000 AND (3) AN ANNUAL NET TURNOVER OF MORE THAN
(EURO)50,000,000, AS SHOWN IN ITS LAST ANNUAL OR CONSOLIDATED ACCOUNTS; OR

          (C) IN ANY OTHER CIRCUMSTANCES WHICH DO NOT REQUIRE THE PUBLICATION BY
THE ISSUER OF A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE.

          FOR THE PURPOSES OF THIS PROVISION, THE EXPRESSION AN "OFFER OF
CERTIFICATES TO THE PUBLIC" IN RELATION TO ANY CERTIFICATES IN ANY RELEVANT
MEMBER STATE MEANS THE COMMUNICATION IN ANY FORM AND BY ANY MEANS OF SUFFICIENT
INFORMATION ON THE TERMS OF THE OFFER AND THE CERTIFICATES TO BE OFFERED SO AS
TO ENABLE AN INVESTOR TO DECIDE TO PURCHASE OR SUBSCRIBE THE CERTIFICATES, AS
THE SAME MAY BE VARIED IN THAT MEMBER STATE BY ANY MEASURE IMPLEMENTING THE
PROSPECTUS DIRECTIVE IN THAT MEMBER STATE AND THE EXPRESSION "PROSPECTUS
DIRECTIVE" MEANS DIRECTIVE 2003/71/EC AND INCLUDES ANY RELEVANT IMPLEMENTING
MEASURE IN EACH RELEVANT MEMBER STATE.

                                 UNITED KINGDOM

          EACH UNDERWRITER HAS REPRESENTED AND AGREED THAT:

          (A) IT HAS ONLY COMMUNICATED OR CAUSED TO BE COMMUNICATED AND WILL
ONLY COMMUNICATE OR CAUSE TO BE COMMUNICATED AN INVITATION OR INDUCEMENT TO
ENGAGE IN INVESTMENT ACTIVITY (WITHIN THE MEANING OF SECTION 21 OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (THE "FSMA")) RECEIVED BY IT IN CONNECTION WITH
THE ISSUE OR SALE OF THE CERTIFICATES IN CIRCUMSTANCES IN WHICH SECTION 21(1) OF
THE FSMA DOES NOT APPLY TO THE ISSUER; AND

          (B) IT HAS COMPLIED AND WILL COMPLY WITH ALL APPLICABLE PROVISIONS OF
THE FSMA WITH RESPECT TO ANYTHING DONE BY IT IN RELATION TO THE CERTIFICATES IN,
FROM OR OTHERWISE INVOLVING THE UNITED KINGDOM.

                       NOTICE TO UNITED KINGDOM INVESTORS

          THE DISTRIBUTION OF THIS PROSPECTUS SUPPLEMENT IF MADE BY A PERSON WHO
IS NOT AN AUTHORISED PERSON UNDER THE FSMA, IS BEING MADE ONLY TO, OR DIRECTED
ONLY AT, PERSONS WHO (1) ARE OUTSIDE THE UNITED KINGDOM, OR (2) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS, OR (3) ARE PERSONS
FALLING WITHIN ARTICLES 49(2)(A) THROUGH (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.") OR 19 (INVESTMENT PROFESSIONALS) OF THE
FINANCIAL SERVICES AND MARKET ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (ALL
SUCH PERSONS TOGETHER BEING REFERRED TO AS THE "RELEVANT PERSONS"). THIS
PROSPECTUS SUPPLEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PROSPECTUS
SUPPLEMENT RELATES, INCLUDING THE OFFERED CERTIFICATES, IS AVAILABLE ONLY TO
RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.


                                       S-5



          POTENTIAL INVESTORS IN THE UNITED KINGDOM ARE ADVISED THAT ALL, OR
MOST, OF THE PROTECTIONS AFFORDED BY THE UNITED KINGDOM REGULATORY SYSTEM WILL
NOT APPLY TO AN INVESTMENT IN THE OFFERED CERTIFICATES AND THAT COMPENSATION
WILL NOT BE AVAILABLE UNDER THE UNITED KINGDOM FINANCIAL SERVICES COMPENSATION
SCHEME.

                                   ----------

                      DEALER PROSPECTUS DELIVERY OBLIGATION

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


                                       S-6



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                                     SUMMARY

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

                 OVERVIEW OF THE SERIES 2006-PWR12 CERTIFICATES

          The offered certificates will be part of a series of commercial
mortgage pass-through certificates designated as the series 2006-PWR12
Commercial Mortgage Pass-Through Certificates. The series 2006-PWR12
certificates will consist of 25 classes. The immediately following table
identifies and specifies various characteristics for those classes of series
2006-PWR12 certificates that bear interest.

         SERIES 2006-PWR12 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES



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

Offered Certificates
A-1       Aaa/AAA      30.000%     $   68,100,000     3.276%        WAC Cap          5.546%     2.99      7/06 - 3/11
A-2       Aaa/AAA      30.000%     $   49,000,000     2.357%        WAC Cap          5.688%     4.83      3/11 - 6/11
A-3       Aaa/AAA      30.000%     $  150,500,000     7.239%      WAC - 0.046%       5.704%     6.60      5/12 - 4/13
A-AB      Aaa/AAA      30.000%     $  119,800,000     5.762%      WAC - 0.064%       5.686%     7.32      6/11 -12/15
A-4       Aaa/AAA      30.000%     $  873,250,000    42.003%      WAC - 0.039%       5.711%     9.75     12/15 - 4/16
A-1A      Aaa/AAA      30.000%     $  194,671,000     9.364%      WAC - 0.046%       5.704%     8.84      7/06 - 5/16
A-M       Aaa/AAA      20.000%     $  207,903,000    10.000%          WAC            5.750%     9.89      5/16 - 5/16
A-J       Aaa/AAA      12.250%     $  161,124,000     7.750%          WAC            5.750%     9.94      5/16 - 6/16

Certificates Not Offered
X         Aaa/AAA        N/A       $2,079,030,155      N/A         Variable IO     0.04464%     9.02      7/06 - 9/16
B         Aa2/AA       10.125%     $   44,180,000     2.125%          WAC            5.750%     9.97      6/16 - 6/16
C         Aa3/AA-       9.250%     $   18,191,000     0.875%          WAC            5.750%     9.97      6/16 - 6/16
D          A2/A         7.625%     $   33,785,000     1.625%          WAC            5.750%     9.97      6/16 - 6/16
E          A3/A-        6.625%     $   20,790,000     1.000%          WAC            5.750%     9.97      6/16 - 6/16
F        Baa1/BBB+      5.375%     $   25,988,000     1.250%          WAC            5.750%     9.97      6/16 - 6/16
G        Baa2/BBB       4.375%     $   20,790,000     1.000%          WAC            5.750%     9.97      6/16 - 6/16
H        Baa3/BBB-      3.125%     $   25,988,000     1.250%          WAC            5.750%     9.97      6/16 - 6/16
J         Ba1/BB+       2.750%     $    7,796,000     0.375%        WAC Cap          5.470%     9.97      6/16 - 6/16
K         Ba2/BB        2.375%     $    7,797,000     0.375%        WAC Cap          5.470%     9.97      6/16 - 6/16
L         Ba3/BB-       2.000%     $    7,796,000     0.375%        WAC Cap          5.470%     9.97      6/16 - 6/16
M          B1/B+        1.750%     $    5,198,000     0.250%        WAC Cap          5.470%     9.97      6/16 - 6/16
N          B2/B         1.500%     $    5,197,000     0.250%        WAC Cap          5.470%     9.97      6/16 - 6/16
O          B3/B-        1.250%     $    5,198,000     0.250%        WAC Cap          5.470%     9.97      6/16 - 6/16
P          NR/NR        0.000%     $   25,988,155     1.250%        WAC Cap          5.470%    10.04      6/16 - 9/16


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

     o    The Class X certificates will have an initial notional amount that is
          equal to the aggregate principal balance of the other classes of
          certificates set forth in the table.

     o    The actual total principal balance or notional amount, as applicable,
          of any class of series 2006-PWR12 certificates at initial issuance may
          be larger or smaller than the amount shown above, depending on the

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                                       S-7



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          actual size of the initial mortgage pool balance or for other reasons.
          The actual size of the initial mortgage pool balance may be as much as
          5% larger or smaller than the amount presented in this prospectus
          supplement.

     o    The ratings shown in the table are those of Moody's Investors Service,
          Inc. and Standard & Poor's Ratings Services, a division of The
          McGraw-Hill Companies, Inc., respectively. The rated final
          distribution date for the certificates is the distribution date in
          September 2038.

     o    The percentages indicated under the column "Approx. % Initial Total
          Credit Support" with respect to each of the class A-1, A-2, A-3, A-AB,
          A-4 and A-1A certificates, represent the initial approximate credit
          support for those classes in the aggregate as if they were a single
          class of certificates.

     o    For purposes of making distributions to the class A-1, A-2, A-3, A-AB,
          A-4 and A-1A certificates, the pool of mortgage loans will be deemed
          to consist of two distinct loan groups, loan group 1 and loan group 2.
          Loan group 1 will consist of 185 pooled mortgage loans, representing
          90.6% of the initial mortgage pool balance. Loan group 2 will consist
          of 28 pooled mortgage loans, representing 9.4% of the initial mortgage
          pool balance. Loan group 2 will consist of 92.9% of the initial
          mortgage pool balance of all the pooled mortgage loans secured by
          multifamily and manufactured housing community properties.

     o    The pass-through rates for the class A-1, A-2, J, K, L, M, N, O and P
          certificates will equal the lesser of the initial pass-through rate
          for the respective class and the weighted average of the adjusted net
          mortgage interest rates on the pooled mortgage loans from time to time
          (described in the table above as "WAC Cap"). The pass-through rates
          for the class A-3, A-AB, A-4 and A-1A certificates will equal the
          weighted average of the adjusted net mortgage interest rates on the
          pooled mortgage loans from time to time minus a specified percentage
          (described in the table above as "WAC - 0.046%," "WAC - 0.064%," "WAC
          - 0.039%," and "WAC - 0.046%," respectively). The pass-through rates
          for the class A-M, A-J, B, C, D, E, F, G and H certificates will equal
          the weighted average of the adjusted net mortgage interest rates on
          the pooled mortgage loans from time to time (described in the table
          above as "WAC"). The pass-through rate for the class X certificates
          will equal the excess of the weighted average of the adjusted net
          mortgage interest rates on the pooled mortgage loans from time to time
          over the weighted average of the pass-through rates from time to time
          on the classes of certificates with principal balances (described in
          the table above as "Variable IO"). In the case of the class X
          certificates and each other class of certificates for which the
          pass-through rate is based upon or equal to the weighted average of
          the adjusted net mortgage rate of the pooled mortgage loans, the
          initial pass-through rate listed in the table is approximate. The
          manner of the calculation of the weighted average of the adjusted net
          mortgage interest rates on the pooled mortgage loans from time to time
          is described under the heading "Description of the Offered
          Certificates--Distributions--Calculation of Pass-Through Rates" in
          this prospectus supplement.

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

     o    The series 2006-PWR12 certificates will also include the class R and V
          certificates, which do not have principal balances or notional amounts
          and do not accrue interest. The class R and V certificates are not
          presented in the table above and are not offered by this prospectus
          supplement.

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                                       S-8



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                                RELEVANT PARTIES

ISSUING ENTITY................   Bear Stearns Commercial Mortgage Securities
                                 Trust 2006-PWR12, a New York common law trust,
                                 will issue the certificates. The trust will be
                                 formed pursuant to the pooling and servicing
                                 agreement among the depositor, the master
                                 servicers, the special servicers, the
                                 certificate administrator, the tax
                                 administrator and the trustee. See "Transaction
                                 Parties--The Issuing Entity" in this prospectus
                                 supplement.

DEPOSITOR.....................   Bear Stearns Commercial Mortgage Securities
                                 Inc. is the depositor. As depositor, Bear
                                 Stearns Commercial Mortgage Securities Inc.
                                 will acquire the mortgage loans from the
                                 mortgage loan sellers and deposit them into the
                                 trust fund. See "Transaction Parties--The
                                 Depositor" in this prospectus supplement.

MASTER SERVICERS..............   Wells Fargo Bank, National Association will act
                                 as a master servicer with respect to those
                                 pooled mortgage loans sold by Bear Stearns
                                 Commercial Mortgage, Inc., Wells Fargo Bank,
                                 National Association, Principal Commercial
                                 Funding II, LLC, Principal Commercial Funding,
                                 LLC and Nationwide Life Insurance Company to
                                 the depositor for deposit into the trust fund
                                 (and any related non-pooled mortgage loans that
                                 are secured by the same mortgaged property as
                                 those pooled mortgage loans).

                                 Prudential Asset Resources, Inc. will act as a
                                 master servicer with respect to those pooled
                                 mortgage loans sold by Prudential Mortgage
                                 Capital Funding, LLC to the depositor for
                                 deposit into the trust fund (and any related
                                 non-pooled mortgage loans that are secured by
                                 the same mortgaged property as those pooled
                                 mortgage loans).

                                 The following table sets forth the approximate
                                 percentage of the pooled mortgage loans in the
                                 mortgage pool, loan group 1 and loan group 2
                                 that are serviced by each master servicer.



                                                                     % OF      % OF      % OF
                                                       NUMBER OF    INITIAL   INITIAL   INITIAL
                                                        POOLED     MORTGAGE     LOAN      LOAN
                                                       MORTGAGE      POOL     GROUP 1   GROUP 2
                                   MASTER SERVICER       LOANS      BALANCE   BALANCE   BALANCE
                                 -------------------   ---------   --------   -------   -------

                                 Wells Fargo Bank,
                                    National
                                    Association.....      176        61.5%     62.7%     49.7%
                                 Prudential Asset
                                    Resources, Inc..       37        38.5%     37.3%     50.3%


                                 See "Transaction Parties--The Master Servicers"
                                 in this prospectus supplement.

                                 Each master servicer will be primarily
                                 responsible for servicing and administering,
                                 directly or through sub-servicers, mortgage
                                 loans for which it is the respective master
                                 servicer (a) as to which there is no

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                                      S-9



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                                 default or reasonably foreseeable default that
                                 would give rise to a transfer of servicing to
                                 the applicable special servicer and (b) as to
                                 which any such default or reasonably
                                 foreseeable default has been corrected,
                                 including as part of a work-out. In addition,
                                 each master servicer will be primarily
                                 responsible for making principal and interest
                                 advances and servicing advances, for the
                                 mortgage loans it is the respective master
                                 servicer for, under the pooling and servicing
                                 agreement.

                                 The master servicing fee in any month is an
                                 amount equal to the product of the portion of
                                 the per annum master servicing fee rate
                                 applicable to that month, determined in the
                                 same manner as the applicable mortgage rate is
                                 determined for each mortgage loan for that
                                 month, and the stated principal balance of each
                                 mortgage loan. The master servicing fee rate
                                 for Wells Fargo Bank, National Association and
                                 Prudential Asset Resources, Inc. will range, on
                                 a loan-by-loan basis, from 0.02% per annum to
                                 0.295% per annum. In addition, the master
                                 servicers will be entitled to retain certain
                                 borrower-paid fees and certain income from
                                 investment of certain accounts maintained as
                                 part of the trust fund, as additional servicing
                                 compensation.

                                 Wells Fargo Bank, National Association will
                                 also act as servicer report administrator and
                                 in that capacity will be responsible for the
                                 assembly and combination of various reports
                                 prepared by the special servicers and the other
                                 master servicer.

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

SPECIAL SERVICERS.............   ARCap Servicing, Inc., a Delaware corporation,
                                 will act as special servicer with respect to
                                 all of the pooled mortgage loans in the trust
                                 fund (and any related non-pooled mortgage loans
                                 that are secured by the same mortgaged
                                 property), other than the 1675 Broadway and the
                                 Tuscany Plaza pooled mortgage loans (and the
                                 related non-pooled mortgage loans). In this
                                 prospectus supplement, we sometimes refer to
                                 ARCap Servicing, Inc. in that capacity as the
                                 general special servicer.

                                 Prudential Asset Resources, Inc. will act as
                                 special servicer with respect to the pooled
                                 mortgage loan and the non-pooled mortgage loan
                                 that are together secured by the mortgaged
                                 property identified on Appendix B to this
                                 prospectus supplement as 1675 Broadway and with
                                 respect to the pooled mortgage loan and the
                                 non-pooled mortgage loan that are together
                                 secured by the mortgaged property identified on
                                 Appendix B to this prospectus supplement as
                                 Tuscany Plaza.

                                 Generally, the applicable special servicer will
                                 service a mortgage loan upon the occurrence of
                                 certain events that cause that mortgage loan to
                                 become a "specially serviced mortgage loan."
                                 The special servicers' principal compensation
                                 for their special servicing activities will be
                                 the special servicing fee, the workout fee and
                                 the liquidation fee. See "Servicing of the
                                 Mortgage Loans Under the Series 2006-PWR12

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                                      S-10



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                                 Pooling and Servicing Agreement" and
                                 "Transaction Parties--The Special Servicer" in
                                 this prospectus supplement.

                                 The special servicing fee is an amount equal
                                 to, in any month, the product of the portion of
                                 a rate equal to 0.25% per annum applicable to
                                 that month, determined in the same manner as
                                 the applicable mortgage rate is determined for
                                 each specially serviced mortgage loan for that
                                 month, and the stated principal balance of each
                                 specially serviced mortgage loan.

                                 The liquidation fee means, generally, 1.0% of
                                 the liquidation proceeds received in connection
                                 with a final disposition of a specially
                                 serviced mortgage loan or REO property or
                                 portion thereof and any condemnation proceeds
                                 and insurance proceeds received by the trust
                                 fund other than in connection with the purchase
                                 or repurchase of any pooled mortgage loan from
                                 the trust fund by any person (net of any
                                 default interest, late payment charges and/or
                                 post-ARD additional interest).

                                 The workout fee is a fee payable with respect
                                 to any worked-out mortgage loan (which means a
                                 specially serviced mortgage loan for which
                                 three consecutive full and timely monthly
                                 payments have been made, there is no other
                                 event causing it to constitute a specially
                                 serviced mortgage loan, and certain other
                                 conditions have been met), equal to 1.0% of the
                                 amount of each collection of interest (other
                                 than default interest and/or post-ARD
                                 additional interest) and principal received
                                 (including any insurance proceeds or
                                 condemnation proceeds received and applied as a
                                 payment of interest and principal) on that
                                 mortgage loan for so long as it remains a
                                 worked-out mortgage loan.

                                 In addition, the applicable special servicer
                                 will be entitled to retain certain borrower
                                 paid fees and certain income from investment of
                                 certain accounts maintained as part of the
                                 trust fund, as additional servicing
                                 compensation.

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

PRIMARY SERVICERS.............   Principal Global Investors, LLC will act as
                                 primary servicer with respect to all of the
                                 pooled mortgage loans sold by Principal
                                 Commercial Funding, LLC and Principal
                                 Commercial Funding II, LLC to the depositor for
                                 deposit into the trust fund.

                                 Nationwide Life Insurance Company will act as
                                 primary servicer with respect to all of the
                                 pooled mortgage loans sold by Nationwide Life
                                 Insurance Company to the depositor for deposit
                                 into the trust fund.

                                 See "Servicing of the Mortgage Loans Under the
                                 Series 2006-PWR12 Pooling and Servicing
                                 Agreement" and "Transaction Parties--Primary
                                 Servicers" in this prospectus supplement.

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                                      S-11



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                                 Each of Principal Global Investors, LLC and
                                 Nationwide Life Insurance Company will be
                                 entitled to receive a primary servicing fee on
                                 each mortgage loan for which it is the primary
                                 servicer in an amount equal to the product of
                                 the applicable primary servicing fee rate and
                                 the stated principal balance of the applicable
                                 mortgage loan immediately before the related
                                 due date (prorated for the number of days
                                 during the calendar month for that mortgage
                                 loan for which interest actually accrues on
                                 that mortgage loan). The primary servicing fee
                                 is payable only from collections on the related
                                 mortgage loan and is included in the applicable
                                 master servicing fee rate for each of the
                                 related pooled mortgage loans. The primary
                                 servicing fee rate for Principal Global
                                 Investors, LLC is 0.01% per annum. The primary
                                 servicing fee rate for Nationwide Life
                                 Insurance Company will range, on a loan-by-loan
                                 basis, from 0.065% per annum to 0.275% per
                                 annum.

CERTIFICATE ADMINISTRATOR, TAX
ADMINISTRATOR AND CERTIFICATE
REGISTRAR.....................   Wells Fargo Bank, National Association, will
                                 act as certificate administrator, tax
                                 administrator and certificate registrar.

                                 The certificate administrator is required to
                                 make distributions of the available
                                 distribution amount on each distribution date
                                 to the certificateholders and to prepare
                                 reports detailing the distributions to
                                 certificateholders on each distribution date
                                 and the performance of the pooled mortgage
                                 loans and mortgaged properties. The certificate
                                 administrator fee is an amount equal to, in any
                                 month, the product of the portion of a rate
                                 equal to 0.00061% per annum applicable to that
                                 month, determined in the same manner as the
                                 applicable mortgage rate is determined for each
                                 mortgage loan for that month, and the stated
                                 principal balance of each mortgage loan.

TRUSTEE AND CUSTODIAN.........   LaSalle Bank National Association, a national
                                 banking association, will act as trustee of the
                                 trust fund on behalf of the Series 2006-PWR12
                                 certificateholders and as custodian. See
                                 "Transaction Parties--The Trustee" in this
                                 prospectus supplement. In addition, the trustee
                                 will be primarily responsible for back-up
                                 advancing if a master servicer fails to perform
                                 its advancing obligations. Following the
                                 transfer of the underlying mortgage loans into
                                 the trust fund, the trustee, on behalf of the
                                 trust fund, will become the holder of each
                                 mortgage loan transferred to the trust fund.

                                 The trustee fee is an amount equal to, in any
                                 month, the product of the portion of a rate
                                 equal to 0.00064% per annum applicable to that
                                 month, determined in the same manner as the
                                 applicable mortgage rate is determined for each
                                 mortgage loan for that month, and the stated
                                 principal balance of each mortgage loan.

SPONSORS......................   Prudential Mortgage Capital Funding, LLC, a
                                 Delaware limited liability company, Bear
                                 Stearns Commercial Mortgage, Inc., a New York
                                 corporation, Wells Fargo Bank, National
                                 Association, a national banking association,
                                 Principal Commercial Funding II, LLC, a
                                 Delaware limited liability company, Principal
                                 Commercial Funding, LLC, a Delaware limited
                                 liability company, and Nationwide Life

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                                      S-12



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                                 Insurance Company, an Ohio corporation, are
                                 sponsors of this transaction. As sponsors,
                                 Prudential Mortgage Capital Funding, LLC, Bear
                                 Stearns Commercial Mortgage, Inc., Wells Fargo
                                 Bank, National Association, Principal
                                 Commercial Funding II, LLC, Principal
                                 Commercial Funding, LLC and Nationwide Life
                                 Insurance Company have organized and initiated
                                 the transactions in which the certificates will
                                 be issued and will sell mortgage loans to the
                                 depositor. The depositor will transfer the
                                 mortgage loans to the trust fund, and the trust
                                 fund will then issue the certificates. See
                                 "Transaction Parties--The Sponsors, Mortgage
                                 Loan Sellers and Originators" in this
                                 prospectus supplement.

MORTGAGE LOAN SELLERS.........   Prudential Mortgage Capital Funding, LLC, Bear
                                 Stearns Commercial Mortgage, Inc., Wells Fargo
                                 Bank, National Association, Principal
                                 Commercial Funding II, LLC, Principal
                                 Commercial Funding, LLC and Nationwide Life
                                 Insurance Company are the mortgage loan
                                 sellers.

                                 The following table sets forth the number and
                                 the approximate percentage of the pooled
                                 mortgage loans in the mortgage pool, loan group
                                 1 and group 2 that have been sold by the
                                 related mortgage loan seller to the depositor.



                                             NUMBER     NUMBER
                                               OF        OF
                                  NUMBER     POOLED     POOLED      % OF       % OF      % OF
                                    OF      MORTGAGE   MORTGAGE    INITIAL   INITIAL   INITIAL
                                  POOLED    LOANS IN   LOANS IN   MORTGAGE     LOAN     LOAN
                                 MORTGAGE     LOAN       LOAN       POOL     GROUP 1   GROUP 2
     MORTGAGE LOAN SELLER         LOANS      GROUP 1    GROUP 2    BALANCE   BALANCE   BALANCE
------------------------------   --------   --------   --------   --------   -------   -------

Prudential Mortgage Capital
   Funding, LLC...............      37         27         10        38.5%     37.3%     50.3%
Bear Stearns Commercial
   Mortgage, Inc..............      42         37          5        20.3%     20.7%     16.3%
Wells Fargo Bank, National
   Association................      68         61          7        20.3%     20.5%     17.7%
Principal Commercial
   Funding II, LLC............      40         35          5        10.2%     10.1%     11.5%
Principal Commercial Funding,
   LLC........................      14         14          0         5.7%      6.3%      0.0%
Nationwide Life Insurance
   Company....................      12         11          1         5.0%      5.1%      4.1%


ORIGINATORS...................   Each mortgage loan seller or its affiliate
                                 originated the mortgage loans as to which it is
                                 acting as mortgage loan seller. See
                                 "Transaction Parties--The Sponsors, Mortgage
                                 Loan Sellers and Originators" in this
                                 prospectus supplement.

UNDERWRITERS..................   Bear, Stearns & Co. Inc. and Morgan Stanley &
                                 Co. Incorporated are the underwriters of this
                                 offering. Bear, Stearns & Co. Inc. and Morgan
                                 Stanley & Co. Incorporated will act as co-lead
                                 and co-bookrunning managers.

AFFILIATIONS AND CERTAIN
RELATIONSHIPS AMONG
TRANSACTION PARTIES...........   Prudential Mortgage Capital Funding, LLC, a
                                 sponsor and mortgage loan seller, Prudential
                                 Mortgage Capital Company, LLC, an originator,
                                 and Prudential Asset Resources, Inc., one of
                                 the master servicers and the special servicer
                                 for the 1675 Broadway loan group and the
                                 Tuscany Plaza loan group, are affiliates.

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                                 Bear Stearns Commercial Mortgage, Inc., a
                                 sponsor, originator and mortgage loan seller,
                                 Bear Stearns Commercial Mortgage Securities
                                 Inc., the depositor, and Bear, Stearns & Co.
                                 Inc., one of the underwriters, are affiliates.

                                 Wells Fargo Bank, National Association, a
                                 sponsor, originator and mortgage loan seller,
                                 is also one of the master servicers, the
                                 certificate administrator, the tax
                                 administrator and the certificate registrar
                                 with respect to the mortgage loans and the
                                 trust fund.

                                 Principal Commercial Funding II, LLC, a sponsor
                                 and mortgage loan seller, Principal Commercial
                                 Funding, LLC, a sponsor, originator and
                                 mortgage loan seller and Principal Global
                                 Investors, LLC, the primary servicer with
                                 respect to those mortgage loans sold to the
                                 trust fund by Principal Commercial Funding II,
                                 LLC and Principal Commercial Funding, LLC, are
                                 affiliates.

                                 Nationwide Life Insurance Company, a sponsor,
                                 originator and mortgage loan seller, is also
                                 the primary servicer with respect to those
                                 mortgage loans sold to the trust fund by
                                 Nationwide Life Insurance Company.

                                 See "Transaction Parties--The Sponsors,
                                 Mortgage Loan Sellers and Originators" and
                                 "--Affiliations and Certain Relationships Among
                                 Transaction Parties" in this prospectus
                                 supplement.

SERIES 2006-PWR12 CONTROLLING
CLASS REPRESENTATIVE..........   At any time of determination, the holder of the
                                 majority interest in the most subordinate class
                                 of principal balance certificates that has a
                                 total principal balance at least equal to 25%
                                 of its total initial principal balance (or, if
                                 no class satisfies that condition, the holder
                                 of the majority interest in the most
                                 subordinate class of principal balance
                                 certificates then outstanding) will be entitled
                                 to appoint a representative that generally will
                                 be entitled to--

                                 o    replace the applicable special servicer,
                                      and

                                 o    direct the applicable special servicer
                                      with respect to various special servicing
                                      matters as to the pooled mortgage loans
                                      for which it is the applicable special
                                      servicer.

                                 Notwithstanding the foregoing, the series
                                 2006-PWR12 controlling class representative
                                 will generally not have those rights with
                                 respect to the 1675 Broadway loan group, unless
                                 a 1675 Broadway Change of Control Event exists
                                 with respect to that loan group, or with
                                 respect to the Tuscany Plaza loan group, unless
                                 a Tuscany Plaza Change of Control Event exists
                                 with respect to that loan group. See "Servicing
                                 of the Mortgage Loans Under the Series
                                 2006-PWR12 Pooling and Servicing Agreement--The
                                 Series 2006-PWR12 Controlling Class
                                 Representative" and "Description of the
                                 Mortgage Pool--Subordinate and/or Other
                                 Financing--Split Loan Structures--The 1675
                                 Broadway Loan Group" and "--The Tuscany Plaza
                                 Loan Group" in this prospectus supplement.

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                                      S-14



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                                 It is expected that ARCap REIT, Inc. will be
                                 the initial representative of the series
                                 2006-PWR12 controlling class.

OTHER NOTEHOLDERS.............   Each of the pooled mortgage loans secured by
                                 the mortgaged properties identified on Appendix
                                 B to this prospectus supplement as 1675
                                 Broadway and Tuscany Plaza are part of a split
                                 loan structure that includes both a pooled
                                 mortgage loan and one non-pooled mortgage loan
                                 that in each case is subordinate to the related
                                 pooled mortgage loan. Each of those loan groups
                                 will be principally serviced and administered
                                 under the series 2006-PWR12 pooling and
                                 servicing agreement. In connection with the
                                 1675 Broadway loan group and the Tuscany Plaza
                                 loan group, the holder of the related
                                 non-pooled mortgage loan (or a representative
                                 on its behalf), will have one or more of the
                                 following: various approval and/or consultation
                                 rights with respect to material servicing
                                 decisions, rights to appoint or replace the
                                 party that performs special servicing duties,
                                 rights to cure defaults and/or options to
                                 purchase the related pooled mortgage loan if
                                 the loans in that group become defaulted. See
                                 "Description of the Mortgage Pool--Certain
                                 Characteristics of the Mortgage
                                 Pool--Subordinate and/or Other Financing--Split
                                 Loan Structures" and "Servicing of the Mortgage
                                 Loans Under the Series 2006-PWR12 Pooling and
                                 Servicing Agreement--Trust-Serviced Non-Pooled
                                 Noteholder of the 1675 Broadway Loan Group" and
                                 "--Trust-Serviced Non-Pooled Noteholder of the
                                 Tuscany Plaza Loan Group" in this prospectus
                                 supplement for more information with respect to
                                 these rights. The table below shows the pooled
                                 mortgage loans that have split loan structures:



                                                                  ORIGINAL     PRIORITY OF
                 % OF                    % OF                    AGGREGATE      NON-POOLED
                INITIAL                INITIAL   CUT-OFF DATE    PRINCIPAL    MORTGAGE LOAN
               MORTGAGE  % OF INITIAL    LOAN     BALANCE OF     BALANCE OF    RELATIVE TO
                 POOL    LOAN GROUP 1  GROUP 2      POOLED       NON-POOLED       POOLED
MORTGAGE LOAN   BALANCE    BALANCE     BALANCE  MORTGAGE LOAN  MORTGAGE LOAN  MORTGAGE LOAN
-------------  --------  ------------  -------  -------------  -------------  -------------

1675 Broadway    7.5%         8.2%        N/A    $155,000,000   $25,000,000    Subordinate
Tuscany Plaza    1.3%         1.4%        N/A    $ 27,000,000   $ 3,375,000    Subordinate


                          SIGNIFICANT DATES AND PERIODS

CUT-OFF DATE..................   The pooled mortgage loans will be considered
                                 part of the trust fund as of their respective
                                 cut-off dates. The cut-off date with respect to
                                 each pooled mortgage loan is the due date for
                                 the monthly debt service payment that is due in
                                 June 2006 (or, in the case of any mortgage loan
                                 that has its first due date after June 2006,
                                 the later of the date of origination of that
                                 pooled mortgage loan and the date that would
                                 have been its due date in June 2006 under the
                                 terms of that mortgage loan if a monthly
                                 payment were scheduled to be due in that
                                 month). All payments and collections received
                                 on the pooled mortgage loans after their
                                 respective cut-off dates will belong to the
                                 trust fund, except that any payments or
                                 collections that represent amounts due on or
                                 before that date will be excluded.

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                                      S-15



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ISSUE DATE....................   The date of initial issuance for the series
                                 2006-PWR12 certificates will be on or about
                                 June 21, 2006.

DETERMINATION DATE............   The monthly cut-off for information regarding
                                 the pooled mortgage loans that must be reported
                                 to the holders of the series 2006-PWR12
                                 certificates on any distribution date will be
                                 the close of business on the determination date
                                 in the same calendar month as that distribution
                                 date. In any given calendar month, the
                                 determination date will be the fifth business
                                 day prior to the related distribution date.

DISTRIBUTION DATE/DISTRIBUTION
   FREQUENCY..................   Distributions on the series 2006-PWR12
                                 certificates are scheduled to occur on the 11th
                                 calendar day of each month, or, if that day is
                                 not a business day, then the next succeeding
                                 business day, commencing in July 2006.

RECORD DATE...................   The record date for each monthly distribution
                                 on the series 2006-PWR12 certificates will be
                                 the last business day of the prior calendar
                                 month, except as may otherwise be set forth in
                                 this prospectus supplement with regard to final
                                 distributions.

COLLECTION PERIOD.............   Amounts available for distribution on the
                                 series 2006-PWR12 certificates on any
                                 distribution date will depend on the payments
                                 and other collections received on or with
                                 respect to the pooled mortgage loans during the
                                 related collection period, and any advances of
                                 payments due (without regard to grace periods)
                                 on or with respect to the pooled mortgage loans
                                 in the month in which the distribution date
                                 occurs. In general, each collection period--

                                 o    will relate to a particular distribution
                                      date,

                                 o    will be approximately one month long,

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

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

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

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

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                                      S-16



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                                         MONTH AND YEAR OF
                                           ASSUMED FINAL
                                 CLASS   DISTRIBUTION DATE
                                 -----   -----------------
                                  A-1       March 2011
                                  A-2        June 2011
                                  A-3       April 2013
                                  A-AB     December 2015
                                  A-4       April 2016
                                  A-1A       May 2016
                                  A-M        May 2016
                                  A-J        June 2016

RATED FINAL DISTRIBUTION
   DATE.......................   To the extent described in this prospectus
                                 supplement, the ratings of each class of
                                 offered certificates address the likelihood of
                                 the timely payment of interest and the ultimate
                                 payment of principal due on the certificates of
                                 that class on or before the distribution date
                                 in September 2038.

                     DESCRIPTION OF THE OFFERED CERTIFICATES

GENERAL.......................   The trust fund will issue 25 classes of the
                                 series 2006-PWR12 certificates with an
                                 approximate total principal balance at initial
                                 issuance equal to $2,079,030,155. Only the
                                 class A-1, A-2, A-3, A-AB, A-4, A-1A, A-M and
                                 A-J certificates are being offered by this
                                 prospectus supplement. The remaining classes of
                                 the series 2006-PWR12 certificates (other than
                                 the class R and V certificates) will be offered
                                 separately in a private offering.

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

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

CERTIFICATE PRINCIPAL BALANCES
   AND CERTIFICATE NOTIONAL
   AMOUNTS....................   The class A-1, A-2, A-3, A-AB, A-4, A-1A, A-M,
                                 A-J, B, C, D, E, F, G, H, J, K, L, M, N, O and
                                 P certificates will be the series 2006-PWR12
                                 certificates with principal balances and are
                                 sometimes referred to as the series 2006-PWR12
                                 principal balance certificates. The table
                                 appearing under the caption "--Overview of the
                                 Series 2006-PWR12 Certificates" above
                                 identifies the approximate total principal
                                 balance of each class of series 2006-PWR12
                                 principal balance certificates at initial
                                 issuance, subject to a variance which depends
                                 on, among other things, the actual size of the
                                 initial mortgage pool balance. The actual size
                                 of

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                                      S-17



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                                 the initial mortgage pool balance is subject to
                                 a variance of plus or minus 5%. The total
                                 principal balance of each class of series
                                 2006-PWR12 principal balance certificates will
                                 be reduced on each distribution date by the
                                 amount of any distributions of principal
                                 actually made on, and any losses actually
                                 allocated to, that class of certificates on
                                 that distribution date.

                                 The class X certificates will not have
                                 principal balances and the holders of those
                                 classes will not be entitled to distributions
                                 of principal. For purposes of calculating the
                                 amount of accrued interest with respect to
                                 those certificates, however, the class X
                                 certificates will have a total notional amount
                                 equal to the total principal balance of the
                                 class A-1, A-2, A-3, A-AB, A-4, A-1A, A-M, A-J,
                                 B, C, D, E, F, G, H, J, K, L, M, N, O and P
                                 certificates outstanding from time to time. The
                                 table appearing under the caption "--Overview
                                 of the Series 2006-PWR12 Certificates" above
                                 identifies the approximate total notional
                                 amount of the class X certificates at initial
                                 issuance, subject to a variance which depends
                                 on, among other things, the actual size of the
                                 initial mortgage pool balance. The actual size
                                 of the initial mortgage pool balance is subject
                                 to a variance of plus or minus 5%. The total
                                 notional amount of the class X certificates
                                 will be reduced on each distribution date by
                                 the amount of any distributions of principal
                                 actually made on, and any losses actually
                                 allocated to, any class of series 2006-PWR12
                                 principal balance certificates on that
                                 distribution date.

PASS-THROUGH RATES............   The class A-1, A-2, A-3, A-AB, A-4, A-1A, X,
                                 A-M, A-J, B, C, D, E, F, G, H, J, K, L, M, N, O
                                 and P certificates will be the series
                                 2006-PWR12 certificates that bear interest and
                                 are sometimes referred to as the series
                                 2006-PWR12 interest-bearing certificates. The
                                 table appearing under the caption "--Overview
                                 of the Series 2006-PWR12 Certificates" above
                                 provides the indicated information regarding
                                 the pass-through rate at which each of those
                                 classes of the series 2006-PWR12 certificates
                                 will accrue interest.

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

DISTRIBUTIONS

A. GENERAL....................   For purposes of allocating distributions on the
                                 certificates, the mortgage pool will be divided
                                 into:

                                 o    loan group 1 consisting of 185 pooled
                                      mortgage loans, representing 90.6% of the
                                      initial mortgage pool balance, and

                                 o    loan group 2 consisting of 28 pooled
                                      mortgage loans, representing 9.4% of the
                                      initial mortgage pool balance. Loan group
                                      2 will consist of 92.9% of the initial
                                      mortgage pool balance of all the

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                                      S-18



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                                      pooled mortgage loans secured by
                                      multifamily or manufactured housing
                                      community properties.

                                 The certificate administrator will make
                                 distributions of interest and, if and when
                                 applicable, principal on the classes of series
                                 2006-PWR12 certificates, first, on the class
                                 A-1, A-2, A-3, A-AB, A-4, A-1A and X
                                 certificates; second, on the class A-M
                                 certificates; third, on the class A-J
                                 certificates; and then on the other classes of
                                 certificates in order of their alphabetical
                                 designation. Allocation of interest
                                 distributions among the class A-1, A-2, A-3,
                                 A-AB, A-4, A-1A and X certificates is described
                                 under "--Distributions of Interest" below.
                                 Allocation of principal distributions among the
                                 class A-1, A-2, A-3, A-AB, A-4 and A-1A
                                 certificates is described under
                                 "--Distributions of Principal" below. The class
                                 X certificates do not have principal balances
                                 and do not entitle their holders to
                                 distributions of principal.

                                 In general, the funds available for
                                 distribution to certificateholders on each
                                 distribution date will be net of all forms of
                                 compensations payable to the parties to the
                                 pooling and servicing agreement, reimbursements
                                 of servicing advances, P&I advances, interest
                                 on those advances and indemnification expenses.

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

B. DISTRIBUTIONS OF INTEREST..   Each class of series 2006-PWR12 certificates
                                 (other than the class R and V certificates)
                                 will bear interest. With respect to each
                                 interest-bearing class, interest will accrue
                                 during each interest accrual period based upon:

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

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

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

                                 A whole or partial prepayment on a pooled
                                 mortgage loan, whether made by the related
                                 borrower or resulting from the application of
                                 insurance proceeds and/or condemnation
                                 proceeds, may not be accompanied by the amount
                                 of one full month's interest on the prepayment.
                                 As and to the extent described under
                                 "Description of the Offered
                                 Certificates--Distributions--Interest
                                 Distributions" in this prospectus supplement,
                                 prepayment interest shortfalls may be allocated
                                 to reduce the amount of accrued interest
                                 otherwise payable to the holders of all the
                                 series 2006-PWR12 principal balance
                                 certificates on a pro rata basis.

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

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                                      S-19



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                                 Interest distributions with respect to the
                                 class A-1, A-2, A-3, A-AB, A-4, A-1A and X
                                 certificates will be made concurrently:

                                 o    in the case of the class A-1, A-2, A-3,
                                      A-AB and A-4 certificates, on a pro rata
                                      basis in accordance with their respective
                                      interest entitlements, from available
                                      funds attributable to loan group 1;

                                 o    in the case of the class A-1A
                                      certificates, from available funds
                                      attributable to loan group 2; and

                                 o    in the case of the class X certificates,
                                      from available funds attributable to loan
                                      group 1 and loan group 2;

                                 provided that, if the portion of available
                                 funds with respect to either loan group is
                                 insufficient to pay in full the total amount of
                                 interest otherwise required to be distributed
                                 with respect to any of class A-1, A-2, A-3,
                                 A-AB, A-4, A-1A and/or X certificates as
                                 described above, then distributions of interest
                                 will be made on the class A-1, A-2, A-3, A-AB,
                                 A-4, A-1A and X certificates on a pro rata
                                 basis in accordance with their respective
                                 interest entitlements, from available funds
                                 attributable to the entire mortgage pool,
                                 without regard to loan group.

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

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

                                 o    available funds,

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

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

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

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

                                 o    no distributions of principal will be made
                                      to the holders of the class B, C, D, E, F,
                                      G, H, J, K, L, M, N, O and P certificates
                                      until, in the case of each of those
                                      classes, the total principal balance of
                                      all classes of offered certificates with
                                      principal balances is reduced to zero;

                                 o    no distributions of principal will be made
                                      to the holders of the class A-M and A-J
                                      certificates until, in the case of each of
                                      those classes, the total principal balance
                                      of all more senior classes of series
                                      2006-PWR12 certificates is reduced to
                                      zero;

                                 o    except as described in the paragraph
                                      following these bullets, distributions of
                                      principal on the class A-1A certificates
                                      will be made only from the portion of the
                                      total distributable principal funds
                                      attributable to loan group 2 plus, only
                                      after the total

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                                      S-20



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                                      principal balance of the class A-1, A-2,
                                      A-3, A-AB and A-4 certificates has been
                                      reduced to zero (if the class A-1A
                                      certificate are still outstanding at the
                                      time of that reduction), from the
                                      remaining portion of the total
                                      distributable principal funds attributable
                                      to loan group 1;

                                 o    except as described in the paragraph
                                      following these bullets, distributions of
                                      principal on the class A-1, A-2, A-3, A-AB
                                      and A-4 certificates collectively will be
                                      made only from the portion of the total
                                      distributable funds attributable to loan
                                      group 1 plus, only after the principal
                                      balance of the class A-1A certificates is
                                      reduced to zero (if any of the class A-1,
                                      A-2, A-3, A-AB and/or A-4 certificates are
                                      still outstanding at the time of that
                                      reduction), from the remaining portion of
                                      the total distributable principal funds
                                      attributable to loan group 2; and

                                 o    except as described in the paragraph
                                      following these bullets, no distributions
                                      of principal will be made with respect to
                                      the class A-4 certificates until the total
                                      principal balance of the class A-1, A-2,
                                      A-3 and A-AB certificates is reduced to
                                      zero; no distributions of principal will
                                      be made with respect to the class A-1, A-2
                                      or A-3 certificates on any distribution
                                      date until the total principal balance of
                                      the class A-AB certificates is reduced to
                                      the scheduled principal balance for that
                                      distribution date set forth on Schedule II
                                      to this prospectus supplement; no
                                      additional distributions of principal will
                                      be made with respect to the class A-AB
                                      certificates until the total principal
                                      balance of the class A-1, A-2 and A-3
                                      certificates is reduced to zero; no
                                      distributions of principal will be made
                                      with respect to the class A-3 certificates
                                      until the total principal balance of the
                                      class A-1 and A-2 certificates is reduced
                                      to zero; and no distributions of principal
                                      will be made with respect to the class A-2
                                      certificates until the total principal
                                      balance of the class A-1 certificates is
                                      reduced to zero, all as described in this
                                      prospectus supplement under "Description
                                      of the Offered Certificates --
                                      Distributions -- Principal Distributions".

                                 Because of losses on the pooled mortgage loans,
                                 and/or default-related or other unanticipated
                                 expenses of the trust fund, the total principal
                                 balance of the class A-M, A-J, B, C, D, E, F,
                                 G, H, J, K, L, M, N, O and P certificates could
                                 be reduced to zero at a time when two or more
                                 of the class A-1, A-2, A-3, A-AB, A-4 and/or
                                 A-1A certificates remain outstanding. Under
                                 those circumstances, any distributions of
                                 principal on the class A-1, A-2, A-3, A-AB, A-4
                                 and A-1A certificates will be made on a pro
                                 rata basis (in accordance with their respective
                                 total principal balances immediately prior to
                                 that distribution date) from remaining
                                 available funds (after interest distributions
                                 on the class A-1, A-2, A-3, A-AB, A-4, A-1A and
                                 X certificates) attributable to the entire
                                 mortgage pool without regard to loan group.

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                                      S-21



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                                 The total distributions of principal to be made
                                 on the series 2006-PWR12 certificates on any
                                 distribution date will, in general, be a
                                 function of--

                                 o    the amount of scheduled payments of
                                      principal due or, in cases involving
                                      balloon loans that remain unpaid after
                                      their stated maturity dates and mortgage
                                      loans as to which the related mortgaged
                                      properties have been acquired on behalf of
                                      (or partially on behalf of) the trust
                                      fund, deemed due, on the pooled mortgage
                                      loans during the same calendar month in
                                      which the subject distribution date
                                      occurs, which payments are either received
                                      as of the end of the related collection
                                      period or advanced by the applicable
                                      master servicer or the trustee, as
                                      applicable, and

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

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

                                 Portions of the principal distributable on the
                                 certificates collectively on any distribution
                                 date will be attributed to loan group 1 and/or
                                 loan group 2 according to the attribution rules
                                 described in this prospectus supplement. In
                                 general, collections or advances of principal
                                 on a pooled mortgage loan will be attributed to
                                 the loan group that contains that pooled
                                 mortgage loan. See "Glossary--Principal
                                 Distribution Amount" in this prospectus
                                 supplement.

                                 The class X certificates do not entitle their
                                 holders to any distributions of principal.

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

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

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                                      S-22



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                                 Maintenance Charges and Prepayment Premiums" in
                                 this prospectus supplement.

REDUCTIONS OF CERTIFICATE
   PRINCIPAL BALANCES IN
   CONNECTION WITH LOSSES AND
   EXPENSES...................   Because of losses on the pooled mortgage loans
                                 and/or default-related and other unanticipated
                                 expenses of the trust fund, the total principal
                                 balance of the mortgage pool, net of advances
                                 of principal, may fall below the total
                                 principal balance of the series 2006-PWR12
                                 certificates. If and to the extent that those
                                 losses and expenses cause such a deficit to
                                 exist following the distributions made on the
                                 series 2006-PWR12 certificates on any
                                 distribution date, then the principal balances
                                 of the series 2006-PWR12 principal balance
                                 certificates generally will be sequentially
                                 reduced (without accompanying principal
                                 distributions) in the reverse order of
                                 distribution priority (first, class P, then
                                 class O and so on), until that deficit is
                                 eliminated. Any reduction of the total
                                 principal balance of the class A-1, A-2, A-3,
                                 A-AB, A-4 and A-1A certificates will be
                                 allocated among those classes on a pro rata
                                 basis in accordance with the relative sizes of
                                 those principal balances at the time of the
                                 reduction.

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

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

                                 Notwithstanding the foregoing, none of the
                                 master servicers or the trustee will be
                                 required to make any debt service advance that
                                 it or the applicable special servicer
                                 determines, in its reasonable good faith
                                 judgment, will not be recoverable (together
                                 with interest on the advance) from proceeds of
                                 the related mortgage loan. Absent bad faith,
                                 the determination by any authorized person that
                                 a debt service advance constitutes a
                                 nonrecoverable advance as described above will
                                 be conclusive and binding.

                                 In addition, a designated servicer must obtain
                                 an appraisal or conduct an internal valuation
                                 of the mortgaged property securing a pooled

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                                      S-23



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

                                 mortgage loan following a material default or
                                 the occurrence of certain other events
                                 described in this prospectus supplement. Based
                                 upon the results of such appraisal, the amount
                                 otherwise required to be advanced with respect
                                 to interest on that pooled mortgage loan may be
                                 reduced as described under the heading
                                 "Description of the Offered
                                 Certificates--Advances of Delinquent Monthly
                                 Debt Service Payments" in this prospectus
                                 supplement. Due to the distribution priorities
                                 described in this prospectus supplement, any
                                 reduction in advances will generally reduce the
                                 funds available to pay interest on the
                                 respective classes of subordinate
                                 interest-bearing series 2006-PWR12 certificates
                                 sequentially in the reverse order of
                                 distribution priority (first, class P, then
                                 class O and so on) up to the total amount of
                                 the reduction.

                                 See "Servicing of the Mortgage Loans Under the
                                 Series 2006-PWR12 Pooling and Servicing
                                 Agreement--Required Appraisals" in this
                                 prospectus supplement and "Description of the
                                 Certificates--Advances in Respect of
                                 Delinquencies" in the accompanying prospectus.

EARLY TERMINATION.............   The trust fund may be terminated and therefore
                                 the series 2006-PWR12 certificates may be
                                 retired early by certain designated entities
                                 when the total outstanding principal balance of
                                 the pooled mortgage loans, net of advances of
                                 principal, is reduced to 1.0% or less of the
                                 initial mortgage pool balance.

                                 THE TRUST FUND

CREATION OF THE TRUST FUND....   We will use the net proceeds from the issuance
                                 and sale of the series 2006-PWR12 certificates
                                 as the consideration to purchase the mortgage
                                 loans that will back those certificates from
                                 the mortgage loan sellers. Promptly upon
                                 acquisition, we will transfer those mortgage
                                 loans to the trust fund in exchange for the
                                 series 2006-PWR12 certificates. In this
                                 prospectus supplement, we sometimes refer to
                                 those mortgage loans as pooled mortgage loans.
                                 As described under "Description of the Offered
                                 Certificates--Distributions--General" above,
                                 the pooled mortgage loans will be divided into
                                 loan group 1 and loan group 2 for purposes of
                                 calculating distributions on the certificates.

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

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

                                 o    References to initial mortgage pool
                                      balance mean the aggregate cut-off date
                                      principal balance of all the pooled
                                      mortgage loans, references to the initial
                                      loan group 1 balance mean the aggregate
                                      cut-off date principal balance of the
                                      pooled mortgage loans in loan group 1 and
                                      references to the initial loan group 2
                                      balance mean the aggregate cut-off date
                                      principal balance of the pooled mortgage
                                      loans in loan group 2.

                                 o    All weighted average information provided
                                      with respect to the pooled mortgage loans
                                      or any sub-group of pooled mortgage loans

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                                      S-24



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                                      reflects a weighting based on their
                                      respective cut-off date principal
                                      balances. We will transfer the cut-off
                                      date principal balance for each of the
                                      pooled mortgage loans to the trust fund.

                                 o    With respect to pooled mortgage loans that
                                      are secured by a mortgaged property that
                                      also secures a non-pooled mortgage loan,
                                      we generally present loan-to-value ratios,
                                      debt service coverage ratios and loan per
                                      net rentable square foot or unit, as
                                      applicable, in this prospectus supplement
                                      in a manner that reflects the applicable
                                      pooled mortgage loan without regard to the
                                      related non-pooled subordinate loan.

                                 o    Some of the pooled mortgage loans are part
                                      of a group of pooled mortgage loans that
                                      are cross-collateralized and
                                      cross-defaulted with each other. In
                                      general, when a pooled mortgage loan is
                                      cross-collateralized and cross-defaulted
                                      with one or more other pooled mortgage
                                      loans, we present the information
                                      regarding those pooled mortgage loans as
                                      if each of them was secured only by the
                                      related mortgaged properties identified on
                                      Appendix B to this prospectus supplement,
                                      except that loan-to-value ratio, debt
                                      service coverage ratio and loan per unit
                                      or square foot information is presented
                                      for a cross-collateralized group on an
                                      aggregate basis in the manner described in
                                      this prospectus supplement. None of the
                                      mortgage loans in the trust fund will be
                                      cross-collateralized with any mortgage
                                      loan that is not in the trust fund (except
                                      as described in this prospectus supplement
                                      with respect to the pooled mortgage loans
                                      secured by the mortgaged properties
                                      respectively identified on Appendix B as
                                      1675 Broadway and Tuscany Plaza).

                                 o    The information for mortgage loans secured
                                      by more than one mortgaged property in
                                      this prospectus supplement is generally
                                      based on allocated loan amounts as stated
                                      in Appendix A when information is
                                      presented relating to mortgaged properties
                                      and not mortgage loans.

B. PRINCIPAL BALANCES.........   The trust's primary assets will be two hundred
                                 thirteen (213) mortgage loans with an aggregate
                                 principal balance as of the cut-off date of
                                 approximately $2,079,030,155. It is possible
                                 that the aggregate mortgage loan balance will
                                 vary by up to 5% on the closing date. As of the
                                 cut-off date, the principal balance of the
                                 pooled mortgage loans ranged from approximately
                                 $800,000 to approximately $156,500,000 and the
                                 mortgage loans had an approximate average
                                 balance of $9,760,705.

C. ENCUMBERED INTERESTS.......   The table below shows the number of, and
                                 percentage of the initial mortgage pool
                                 balance, initial loan group 1 balance and
                                 initial loan group 2 balance secured by,
                                 mortgaged properties for which the encumbered
                                 interest is as indicated:

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                                      S-25



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                                                                         % OF       % OF      % OF
                                                                       INITIAL    INITIAL   INITIAL
                                                           NUMBER OF   MORTGAGE     LOAN      LOAN
                                                           MORTGAGED     POOL     GROUP 1   GROUP 2
                                  ENCUMBERED INTEREST     PROPERTIES    BALANCE   BALANCE   BALANCE
                                 ----------------------   ----------   --------   -------   -------

                                 Fee(1)................      228        90.2%      89.2%      100%
                                 Leasehold.............        7         9.6%      10.6%      0.0%
                                 Fee in part and
                                    leasehold in part..        1         0.2%       0.2%      0.0%


                                 ----------
                                 (1)  Includes mortgaged properties for which
                                      (i) the borrower's interest consists of
                                      overlapping fee and leasehold interests or
                                      (ii) the fee owner has signed the related
                                      mortgage and has agreed to subordinate its
                                      fee interest to the related leasehold
                                      mortgage.

D. PROPERTY TYPES.............   The table below shows the number of, and
                                 percentage of the initial mortgage pool
                                 balance, initial loan group 1 balance and
                                 initial loan group 2 balance secured by,
                                 mortgaged properties operated primarily for
                                 each indicated purpose:



                                                                        % OF      % OF      % OF
                                                                       INITIAL   INITIAL   INITIAL
                                                          NUMBER OF   MORTGAGE    LOAN      LOAN
                                                          MORTGAGED      POOL    GROUP 1   GROUP 2
                                    PROPERTY TYPES       PROPERTIES    BALANCE   BALANCE   BALANCE
                                 ---------------------   ----------   --------   -------   -------

                                 Retail...............       90         40.8%     45.0%      0.0%
                                 Office...............       41         25.0%     27.6%      0.0%
                                 Industrial...........       38         11.9%     13.1%      0.0%
                                 Multifamily..........       28          9.2%      0.4%     94.1%
                                 Hospitality..........       24          8.1%      8.9%      0.0%
                                 Mixed Use............        6          2.2%      2.5%      0.0%
                                 Other................        1          1.0%      1.1%      0.0%
                                 Self Storage.........        6          0.9%      1.0%      0.0%
                                 Manufactured Housing
                                    Community.........        2          0.9%      0.4%      5.9%


E. STATE CONCENTRATIONS.......   The table below shows the number of, and
                                 percentage of the initial mortgage pool
                                 balance, initial loan group 1 balance and
                                 initial loan group 2 balance secured by,
                                 mortgaged properties located in the indicated
                                 states or regions:

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                                      S-26



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                                                                         % OF       % OF
                                                                       INITIAL     INITIAL      % OF
                                                          NUMBER OF    MORTGAGE     LOAN       INITIAL
                                                          MORTGAGED      POOL      GROUP 1   LOAN GROUP
                                      STATE/REGION       PROPERTIES    BALANCE     BALANCE    2 BALANCE
                                 ---------------------   ----------   ---------   --------   ----------

                                 California...........       48          14.7%      14.8%       13.8%
                                    Southern CA.......       30          10.0%      10.6%        4.1%
                                    Northern CA.......       18           4.7%       4.2%        9.7%
                                 New York.............       11          14.4%      15.5%        3.4%
                                 Michigan.............        4           8.3%       9.0%        0.7%
                                 Ohio.................       18           7.2%       7.2%        6.7%
                                 Texas................       21           6.2%       4.8%       20.0%


                                 ----------
                                 The remaining mortgaged properties are located
                                 throughout thirty four (34) other states and
                                 the United States Virgin Islands. No more than
                                 5% of the initial mortgage pool balance is
                                 secured by mortgaged properties located in any
                                 of those other jurisdictions. Northern
                                 California includes areas with zip codes above
                                 93600 and Southern California includes areas
                                 with zip codes of 93600 and below.

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

                                 o    The most recent scheduled payment of
                                      principal and interest on any pooled
                                      mortgage loan was not thirty days or more
                                      past due, and no mortgage loan has been
                                      thirty days or more past due in the past
                                      year.

                                 o    Twenty one (21) groups of pooled mortgage
                                      loans were made to the same borrower or to
                                      borrowers that are affiliated with one
                                      another through partial or complete direct
                                      or indirect common ownership. The five (5)
                                      largest groups represent 3.1%, 2.4%, 1.6%,
                                      1.5% and 1.5%, respectively, of the
                                      initial outstanding pool balance. See
                                      Appendix B to this prospectus supplement.

                                 o    Forty (40) mortgaged properties, securing
                                      mortgage loans representing 11.0% of the
                                      initial outstanding pool balance, are each
                                      100% leased to a single tenant.

                                 o    The mortgage interest rate for each pooled
                                      mortgage loan is fixed for the remaining
                                      term of the loan, except for (i) increases
                                      resulting from the application of default
                                      interest rate following a default, (ii) in
                                      the case of a loan with an anticipated
                                      repayment date, any increase described
                                      below that may occur if the loan is not
                                      repaid by the anticipated repayment date
                                      and (iii) changes that result from any
                                      other loan-specific provisions that are
                                      described on the "Footnotes to Appendix B
                                      and C" in this prospectus supplement.

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

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                                      S-27



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                                      mortage loans, resulting in a higher final
                                      payment on these mortgage loans.

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

G. BALLOON LOANS/ARD LOANS....   As of the cut-off date, the pooled mortgage
                                 loans had the following additional
                                 characteristics:

                                 o    All of the pooled mortgage loans are
                                      balloon mortgage loans. For purposes of
                                      this prospectus supplement, we consider a
                                      mortgage loan to be a "balloon loan" if
                                      its principal balance is not scheduled to
                                      be fully or substantially amortized by the
                                      loan's stated maturity date or if it is an
                                      ARD loan. See Schedule I to this
                                      prospectus supplement for the amortization
                                      schedule for the pooled mortgage loan
                                      secured by the mortgaged property
                                      identified on Appendix B to this
                                      prospectus supplement as American Business
                                      Center, which is a balloon loan with a
                                      nonstandard amortization schedule.

                                 o    Twenty nine (29) pooled mortgage loans,
                                      representing 13.6% of the initial mortgage
                                      pool balance (representing 15.0% of the
                                      initial loan group 1 balance), are "ARD"
                                      or "hyperamortizing" mortgage loans that
                                      provide material incentives to, but do not
                                      require, the related borrower to pay the
                                      mortgage loan in full by a specified
                                      "anticipated repayment date" prior to the
                                      stated maturity date. Those incentives
                                      include an increase in the mortgage rate
                                      and/or principal amortization at or
                                      following the anticipated repayment date.
                                      Because of the incentives, we consider the
                                      ARD loans to be balloon loans also.

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

                                 o    Seventy five (75) pooled mortgage loans,
                                      representing 59.8% of the initial mortgage
                                      pool balance (which pooled mortgage loans
                                      consist of sixty seven (67) pooled
                                      mortgage loans in loan group 1,
                                      representing 62.2% of the initial loan
                                      group 1 balance, and eight (8) pooled
                                      mortgage loans in loan group 2,
                                      representing 36.4% of the initial loan
                                      group 2 balance), provide for initial
                                      interest-only periods that expire 4 to 60
                                      months following their respective
                                      origination dates.

                                 o    Fifteen (15) pooled mortgage loans,
                                      representing 8.4% of the initial mortgage
                                      pool balance (which pooled mortgage loans
                                      consist of 12 pooled mortgage loans in
                                      loan group 1, representing 8.8% of the
                                      initial loan group 1 balance, and 3 pooled
                                      mortgage loans in loan group 2,
                                      representing 4.7% of the initial loan
                                      group 2 balance), provide for no
                                      amortization and for interest-only
                                      payments for their entire term to maturity
                                      or ARD.

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                                      S-28



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

                                 o    One hundred and thirty eight (138) pooled
                                      mortgage loans, representing 63.1% of the
                                      initial mortgage pool balance (which
                                      pooled mortgage loans consist of 119
                                      pooled mortgage loans in loan group 1,
                                      representing 61.3% of the initial loan
                                      group 1 balance, and 19 pooled mortgage
                                      loans in loan group 2, representing 80.2%
                                      of the initial loan group 2 balance),
                                      prohibit voluntary principal prepayments
                                      for a period ending on a date determined
                                      by the related mortgage loan documents
                                      (which may be the maturity date), which
                                      period is referred to in this prospectus
                                      supplement as a lock-out period, but
                                      permit the related borrower, after an
                                      initial period of at least two years
                                      following the date of issuance of the
                                      series 2006-PWR12 certificates, to defease
                                      the pooled mortgage loan by pledging
                                      certain government securities and
                                      obtaining the release of all or a portion
                                      of the mortgaged property from the lien of
                                      the mortgage.

                                 o    Forty three (43) pooled mortgage loans,
                                      representing 27.4% of the initial mortgage
                                      pool balance (which pooled mortgage loans
                                      consist of 36 pooled mortgage loans in
                                      loan group 1, representing 28.7% of the
                                      initial loan group 1 balance, and 7 pooled
                                      mortgage loans in loan group 2,
                                      representing 15.4% of the initial loan
                                      group 2 balance), prohibit voluntary
                                      principal prepayments during a lock-out
                                      period, and following the lock-out period
                                      provide for prepayment premiums or yield
                                      maintenance charges calculated on the
                                      basis of the greater of a yield
                                      maintenance formula and 1% of the amount
                                      prepaid.

                                 o    Twenty five (25) pooled mortgage loans,
                                      representing 5.5% of the initial mortgage
                                      pool balance (which pooled mortgage loans
                                      consist of 23 pooled mortgage loans in
                                      loan group 1, representing 5.6% of the
                                      initial loan group 1 balance, and 2 pooled
                                      mortgage loans in loan group 2,
                                      representing 4.4% of the initial loan
                                      group 2 balance), prohibit voluntary
                                      principal prepayments during a lock-out
                                      period, and following the lock-out period
                                      provide for a prepayment premium or yield
                                      maintenance charge calculated on the basis
                                      of the greater of a yield maintenance
                                      formula and 1% of the amount prepaid, and
                                      also permit the related borrower, after an
                                      initial period of at least two years
                                      following the date of the issuance of the
                                      series 2006-PWR12 certificates, to defease
                                      the pooled mortgage loan by pledging
                                      certain government securities and
                                      obtaining the release of the mortgaged
                                      property from the lien of the mortgage.

                                 o    Two (2) pooled mortgage loans,
                                      representing 1.9% of the initial mortgage
                                      pool balance (which pooled mortgage loans
                                      represent 2.1% of the initial loan group 1
                                      balance), permit prepayment at any time
                                      with the payment of a prepayment premium
                                      or yield maintenance charge calculated on
                                      the basis of the greater of a yield
                                      maintenance formula and 1% of the amount
                                      prepaid.

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                                      S-29



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                                 o    One (1) pooled mortgage loan, representing
                                      1.0% of the initial mortgage pool balance
                                      (which pooled mortgage loan represents
                                      1.1% of the initial loan group 1 balance),
                                      permits prepayment in whole or in part at
                                      any time during the first two years
                                      following the date of issuance of the
                                      series 2006-PWR12 certificates with the
                                      payment of a prepayment premium or yield
                                      maintenance charge calculated on the basis
                                      of the greater of a yield maintenance
                                      formula and 1% of the amount prepaid, and
                                      thereafter, only permits the related
                                      borrower to defease the pooled mortgage
                                      loan by pledging certain government
                                      securities and obtaining the release of
                                      the mortgaged property from the lien of
                                      the mortgage.

                                 o    Two (2) pooled mortgage loans,
                                      representing 0.8% of the initial mortgage
                                      pool balance (which pooled mortgage loans
                                      represent 0.9% of the initial loan group 1
                                      balance) are cross-collateralized with
                                      each other but have different restrictions
                                      on prepayment, and one of those pooled
                                      mortgage loans, representing 0.5% of the
                                      initial mortgage pool balance (and 0.6% of
                                      the initial loan group 1 balance)
                                      prohibits voluntary principal prepayments
                                      during a lock-out period but permits the
                                      related borrower, after an initial period
                                      of at least two years following the date
                                      of issuance of the series 2006-PWR12
                                      certificates, to defease that pooled
                                      mortgage loan by pledging certain
                                      government securities and obtaining the
                                      release of the mortgaged property from the
                                      lien of the mortgage, and the other pooled
                                      mortgage loan, representing 0.3% of the
                                      initial mortgage pool balance (and 0.3% of
                                      the initial loan group 1 balance), permits
                                      prepayment at any time with the payment of
                                      a prepayment premium or yield maintenance
                                      charge calculated on the basis of the
                                      greater of a yield maintenance formula and
                                      1% of the amount prepaid.

                                 o    Two (2) pooled mortgage loans,
                                      representing 0.3% of the initial mortgage
                                      pool balance (which pooled mortgage loans
                                      represent 0.3% of the initial loan group 1
                                      balance), which are cross-collateralized,
                                      prohibit voluntary principal prepayments
                                      during a lock-out period, and following
                                      the lock-out period, the borrower may
                                      prepay one of these loans (but not the
                                      other) in full -- without the payment of a
                                      prepayment premium or yield maintenance
                                      charge, provided that certain debt service
                                      coverage ratio and loan-to-value ratio
                                      tests are satisfied -- and may prepay the
                                      other of these loans in full with the
                                      payment of a prepayment premium or yield
                                      maintenance charge calculated on the basis
                                      of the greater of a yield maintenance
                                      formula and 1% of the amount prepaid.

                                 Notwithstanding the foregoing, the mortgage
                                 loans generally provide for an open period of
                                 one (1) to seven (7) months prior to and
                                 including the maturity date or anticipated
                                 repayment date in which the related borrower
                                 may prepay the mortgage loan without premium or
                                 defeasance requirements.

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                                      S-30



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                                 See "Description of the Mortgage Pool--Certain
                                 Characteristics of the Mortgage
                                 Pool--Cross-Collateralized Mortgage Loans and
                                 Multi-Property Mortgage Loans; Mortgage Loans
                                 with Affiliated Borrowers" and "--Voluntary
                                 Prepayment and Defeasance Provisions" in this
                                 prospectus supplement.

J. GENERAL CHARACTERISTICS....   As of the cut-off date, the mortgage loans had
                                 the following characteristics:



                                               MORTGAGE
                                                 POOL         LOAN GROUP 1    LOAN GROUP 2
                                            --------------   --------------   ------------

Initial aggregate cut-off date
   principal balance (+/-5%) ............   $2,079,030,155   $1,884,359,127   $194,671,028
Number of pooled mortgage loans .........              213              185             28
Number of mortgaged properties ..........              236              208             28
Largest cut-off date principal balance ..   $  156,500,000   $  156,500,000   $ 32,934,213
Smallest cut-off date principal
   balance ..............................   $      800,000   $      800,000   $  1,140,000
Average cut-off date principal balance ..   $    9,760,705   $   10,185,725   $  6,952,537
Highest mortgage interest rate ..........           6.6600%          6.6600%        6.4510%
Lowest mortgage interest rate ...........           4.8500%          4.8500%        5.3880%
Weighted average mortgage interest
   rate .................................           5.7886%          5.7959%        5.7177%
Longest original term to maturity or
   anticipated repayment date ...........         124 mos.         124 mos.       120 mos.
Shortest original term to maturity or
   anticipated repayment date ...........          60 mos.          60 mos.        60 mos.
Weighted average original term to
   maturity or anticipated repayment
   date .................................         115 mos.         115 mos.       114 mos.
Longest remaining term to maturity or
   anticipated repayment date ...........         123 mos.         123 mos.       119 mos.
Shortest remaining term to maturity
   or anticipated repayment date ........          55 mos.          55 mos.        58 mos.
Weighted average remaining term to
   maturity or anticipated repayment
   date .................................         113 mos.         113 mos.       113 mos.
Highest debt service coverage ratio,
   based on underwritten net cash
   flow* ................................             2.88x            2.34x          2.88x
Lowest debt service coverage ratio,
   based on underwritten net cash
   flow* ................................             1.11x            1.15x          1.11x
Weighted average debt service
   coverage ratio, based on
   underwritten net cash flow* ..........             1.54x            1.55x          1.40x


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


                                      S-31



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                                               MORTGAGE
                                                 POOL         LOAN GROUP 1    LOAN GROUP 2
                                            --------------   --------------   ------------

Highest debt service coverage ratio
   (after IO period), based on
   underwritten net cash flow* ..........             2.88x            2.34x          2.88x
Lowest debt service coverage ratio
   (after IO period), based on
   underwritten net cash flow* ..........             1.10x            1.10x          1.11x
Weighted average debt service
   coverage ratio (after IO period),
   based on underwritten net cash
   flow* ................................             1.38x            1.39x          1.31x
Highest cut-off date loan-to-value
   ratio* ...............................             80.3%            80.3%          79.9%
Lowest cut-off date loan-to-value
   ratio* ...............................             36.8%            38.1%          36.8%
Weighted average cut-off date
   loan-to-value ratio* .................             68.7%            68.6%          69.5%


----------
* In the case of the pooled mortgage loans that are secured by a mortgaged
property that also secures a related non-pooled mortgage loan that is
subordinate to that pooled mortgage loan, debt service coverage ratio and
loan-to-value information is generally presented in this prospectus supplement
without regard to the non-pooled mortgage loan. Considering the combined
annualized monthly debt service payable as of the cut-off date under the pooled
mortgage loan and the non-pooled mortgage loan in those cases, the highest,
lowest and weighted average debt service coverage ratio (based on underwritten
net cash flow) of the mortgage pool would be 2.88x, 1.11x and 1.52x,
respectively, of loan group 1 would be 2.34x, 1.14x and 1.53x, respectively, and
of loan group 2 would be 2.88x, 1.11x and 1.40x, respectively. Considering the
combined annualized monthly debt service payable as of the cut-off date under
the pooled mortgage loan and the non-pooled mortgage loan in those cases, the
highest, lowest and weighted average debt service coverage ratio (after IO
period) (based on underwritten net cash flow) of the mortgage pool would be
2.88x, 0.97x and 1.36x, respectively, of loan group 1 would be 2.34x, 0.97x and
1.37x, respectively, and of loan group 2 would be 2.88x, 1.11x and 1.31x,
respectively. For purposes of the calculation of the debt service coverage
ratios presented in this footnote for the Tuscany Plaza Non-Pooled Subordinate
Loan, which bears interest from time to time at an annual rate equal to LIBOR
plus 4.00% (subject to a floor interest rate equal to 7.50% per annum), we
assumed that LIBOR is equal to 5.15% per annum at all times. Considering the
combined principal balance of the pooled mortgage loan and the non-pooled
mortgage loan in those cases, the highest, lowest and weighted average cut-off
date loan-to-appraised value ratio would be 80.3%, 36.8% and 69.1%,
respectively, of loan group 1 would be 80.3%, 38.1% and 69.1%, respectively, and
of loan group 2 would be 79.9%, 36.8% and 69.5%, respectively.

K. REMOVAL OF LOANS FROM
   THE TRUST FUND.............   One or more of the pooled mortgage loans may be
                                 removed from the trust fund pursuant to the
                                 purchase rights and obligations described
                                 below.

       1. SELLER REPURCHASE
          AND SUBSTITUTION       Each mortgage loan seller will make certain
                                 representations and warranties with respect to
                                 the mortgage loans sold by it. If a mortgage
                                 loan seller discovers or has been notified of a
                                 material breach of any of its representations
                                 and warranties or a material defect in the
                                 documentation of any mortgage loan as described
                                 under "The Mortgage Pool--Representations and
                                 Warranties" in this prospectus

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                                      S-32



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

                                 supplement, then that mortgage loan seller will
                                 be required to either cure the breach or
                                 defect, repurchase the affected mortgage loan
                                 from the trust fund or substitute the affected
                                 mortgage loan with another mortgage loan. If
                                 the related mortgage loan seller decides to
                                 repurchase the affected mortgage loan, the
                                 repurchase would have the same effect on the
                                 offered certificates as a prepayment in full of
                                 such mortgage loan, except that the purchase
                                 will not be accompanied by any prepayment
                                 premium or yield maintenance charge.

       2. FAIR VALUE
          PURCHASE OPTION        Pursuant to the pooling and servicing
                                 agreement, the series 2006-PWR12 controlling
                                 class representative or the applicable special
                                 servicer, in that order, has the option to
                                 purchase from the trust any defaulted pooled
                                 mortgage loan that, among other conditions, is
                                 delinquent 120 days or more with respect to any
                                 balloon payment or 60 days or more with respect
                                 to any other monthly payment. The applicable
                                 purchase price will be equal to the fair value
                                 of the pooled mortgage loan as determined by
                                 the applicable special servicer for such
                                 mortgage loan, subject to verification by the
                                 trustee if the special servicer is the
                                 purchaser.

       3. OTHER DEFAULTED LOAN
          PURCHASE OPTIONS       Pursuant to the related intercreditor
                                 agreements, the holder of a subordinate
                                 non-pooled mortgage loan that is part of a
                                 split loan structure that includes a pooled
                                 mortgage loan, or the holder of a mezzanine
                                 loan incurred by the owners of a borrower may
                                 have an option to purchase the related pooled
                                 mortgage loan from the trust fund following a
                                 material default. The applicable purchase price
                                 is generally not less than the sum of the
                                 outstanding principal balance of the pooled
                                 mortgage loan together with accrued and unpaid
                                 interest, outstanding servicing advances and
                                 certain other costs or expenses. The purchase
                                 price will generally not include any prepayment
                                 premium or yield maintenance charge.

        ADDITIONAL ASPECTS OF THE OFFERED CERTIFICATES AND THE TRUST FUND

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

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

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                                      S-33



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

                                 We anticipate that the offered certificates
                                 will be treated as having been issued at a
                                 premium for federal income tax purposes. In
                                 general, when determining the rate of accrual
                                 of original issue discount and market discount
                                 and the amortization of premium, for federal
                                 income tax purposes, the prepayment assumption
                                 will be that, subsequent to the date of any
                                 determination--

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

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

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

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

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

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

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

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 accompanying
                                 prospectus.

RATINGS.......................   The ratings for the offered certificates shown
                                 in the table appearing under the caption
                                 "--Overview of the Series 2006-PWR12
                                 Certificates" above are those of Moody's, Inc.
                                 and Standard & Poor's, a division of The
                                 McGraw-Hill Companies, Inc., respectively. It
                                 is a condition to their issuance that the
                                 respective classes of offered

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


                                      S-34



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                                 certificates receive credit ratings no lower
                                 than those shown in that table.

                                 The ratings of the offered certificates address
                                 the timely payment of interest and the ultimate
                                 payment of principal on or before the rated
                                 final distribution date.

                                 A security rating is not a recommendation to
                                 buy, sell or hold securities and the assigning
                                 rating agency may revise or withdraw its rating
                                 at any time.

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

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


                                      S-35



                                  RISK FACTORS

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

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

RISKS RELATED TO THE OFFERED CERTIFICATES

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

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

SUBORDINATION OF THE CLASS A-M AND A-J CERTIFICATES TO THE CLASS A-1, A-2, A-3,
A-AB, A-4 AND A-1A CERTIFICATES WILL AFFECT THE TIMING OF PAYMENTS AND THE
APPLICATION OF LOSSES ON THOSE RESPECTIVE CLASSES OF CERTIFICATES.

          If you purchase class A-M or A-J certificates, then your offered
certificates will provide credit support to the class A-1, A-2, A-3, A-AB, A-4
and A-1A certificates. As a result, purchasers of class A-M or A-J certificates
will receive distributions after, and must bear the effects of losses on the
pooled mortgage loans before, the holders of those other classes of
certificates.

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

          o    the distribution priorities of the respective classes of the
               series 2006-PWR12 certificates,

          o    the order in which the principal balances of the respective
               classes of the series 2006-PWR12 certificates with principal
               balances will be reduced in connection with losses and
               default-related shortfalls, and

          o    the characteristics and quality of the pooled mortgage loans.

A DISPROPORTIONATELY HIGH RATE OF PREPAYMENTS ON POOLED MORTGAGE LOANS WITH
RELATIVELY HIGH MORTGAGE INTEREST RATES MAY ADVERSELY AFFECT THE YIELD ON
CERTAIN CLASSES OF CERTIFICATES.

          The pass-through rate each class of certificates is based upon, equal
to or limited by the weighted average of the adjusted net mortgage interest
rates on the pooled mortgage loans from time to time. If you purchase a class of
certificates with a pass-through rate that is based upon, equal to or limited by
the weighted average of the adjusted net mortgage interest rates, the
pass-through rate (and, accordingly, the yield) on your offered certificates
could (or in the case of a class of certificates with a pass-through rate equal
to or based upon the weighted average of the adjusted net mortgage interest
rates, will) be adversely affected if pooled mortgage loans with relatively high
mortgage interest rates experienced a faster rate of principal payments than
pooled mortgage loans with relatively low mortgage interest rates.

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

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

          o    the price you paid for your offered certificates, and


                                      S-36



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

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

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

          o    the rate and timing of payments and other collections of
               principal on the pooled mortgage loans, which in turn will be
               affected by amortization schedules, the dates on which balloon
               payments are due and the rate and timing of principal prepayments
               and other unscheduled collections, including for this purpose,
               any prepayments occurring by application of earnout reserves or
               performance holdback amounts (see the "Footnotes to Appendix B
               and Appendix C" for more detail) if leasing criteria are not
               satisfied, collections made in connection with liquidations of
               pooled mortgage loans due to defaults, casualties or
               condemnations affecting the mortgaged properties, or purchases or
               other removals of pooled mortgage loans from the trust fund,

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

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

          o    the rate, timing, severity and allocation of other shortfalls and
               expenses that reduce amounts available for distribution on the
               series 2006-PWR12 certificates, and

          o    servicing decisions with respect to the pooled mortgage loans.

          These factors cannot be predicted with any certainty. Accordingly, you
may find it difficult to analyze the effect that these factors might have on the
yield to maturity of your offered certificates. In the absence of significant
losses on the mortgage pool, holders of the class A-1, A-2, A-3, A-AB and A-4
certificates should be concerned with these factors primarily insofar as they
relate to the pooled mortgage loans in loan group 1. Until the class A-1, A-2,
A-3, A-AB and A-4 certificates are retired, holders of the class A-1A
certificates should, in the absence of significant losses on the mortgage pool,
be concerned with these factors primarily insofar are they relate to the pooled
mortgage loans in loan group 2.

          The principal balance of the class A-1, A-2, A-3, A-AB and A-4
certificates will be particularly affected by the rate and timing of payments
and other collections of principal on the pooled mortgage loans in loan group 1
and, except following the retirement of the class A-1A certificates or in
connection with significant losses on the mortgage pool, should be largely
unaffected by the rate and timing of payments and other collections of principal
on the pooled mortgage loans in loan group 2. The principal balance of the class
A-1A certificates will be particularly affected by the rate and timing of
payments and other collections of principal on the pooled mortgage loans in loan
group 2 and, except following retirement of the class A-1, A-2, A-3, A-AB and
A-4 certificates or in connection with significant losses on the mortgage pool,
should be largely unaffected by the rate and timing of payments and other
collections of principal on the pooled mortgage loans in loan group 1.

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

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

          If you purchase your offered certificates at a premium, and if
payments and other collections of principal on the pooled mortgage loans occur
at a rate faster than you anticipated at the time of your purchase, then your
actual yield to maturity may be lower than you had assumed at the time of your
purchase. Conversely, if you purchase your offered certificates at a discount,
and if payments and other collections of principal on the pooled mortgage loans
occur at a rate slower than you anticipated at the time of your purchase, then
your actual yield to maturity may be lower than you had


                                      S-37



assumed at the time of your purchase. Insofar as the principal (if any) of your
offered certificate is repaid, you may not be able to reinvest the amounts that
you receive in an alternative investment with a yield comparable to the yield on
your offered certificates.

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

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

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

          Delinquencies on the pooled mortgage loans, if the delinquent amounts
are not advanced, may result in shortfalls in distributions of interest and/or
principal to the holders of the offered certificates for the current month.
Furthermore, no interest will accrue on this shortfall during the period of time
that the payment is delinquent. In addition, if the debt service advances and/or
servicing advances are made with respect to a pooled mortgage loan after default
and the loan is thereafter worked out under terms that do not provide for the
repayment of those advances in full at the time of the workout, then any
reimbursements of those advances prior to the actual collection of the amount
for which the advance was made may also result in shortfalls in distributions of
principal to the holders of the offered certificates with principal balances for
the current month. Even if losses on the pooled mortgage loans are not allocated
to a particular class of offered certificates with principal balances, the
losses may affect the weighted average life and yield to maturity of that class
of offered certificates. In the case of any material monetary or material
non-monetary default, the applicable special servicer may accelerate the
maturity of the related pooled mortgage loan, which could result in an
acceleration of payments to the series 2006-PWR12 certificateholders. In
addition, losses on the pooled mortgage loans, even if not allocated to a class
of offered certificates with principal balances, may result in a higher
percentage ownership interest evidenced by those offered certificates in the
remaining pooled mortgage loans than would otherwise have resulted absent the
loss. The consequent effect on the weighted average life and yield to maturity
of the offered certificates will depend upon the characteristics of those
remaining mortgage loans in the trust fund.

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

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

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

          Generally, as a holder of any of the offered certificates, you will
not have any rights to participate in decisions with respect to the
administration of the trust fund, and your offered certificates generally do not
entitle you to vote, except with respect to specified actions set forth in the
series 2006-PWR12 pooling and servicing agreement. Decisions relating to the
administration of the trust fund will generally be made by other parties, whose
decisions (even if they are made in the best interests of the certificateholders
as a collective whole) may differ from the decisions that you would have made
and may be


                                      S-38



contrary to your interests. In addition, their authority to make decisions and
take action will be subject to (a) the express terms of the series 2006-PWR12
pooling and servicing agreement, (b) any rights of the series 2006-PWR12
controlling class representative, and (c) in the case of the 1675 Broadway
pooled mortgage loan and the Tuscany Plaza pooled mortgage loan, the rights of
the respective holder of the related non-pooled mortgage loan under the related
intercreditor agreement. See "Servicing of the Mortgage Loans Under the Series
2006-PWR12 Pooling and Servicing Agreement--The Series 2006-PWR12 Controlling
Class Representative" and "Description of the Mortgage Pool--Certain
Characteristics of the Mortgage Pool --Subordinate and/or Other Financing--Split
Loan Structures--The 1675 Broadway Loan Group" and "--The Tuscany Plaza Loan
Group" in this prospectus supplement.

IF A MASTER SERVICER, A PRIMARY SERVICER OR A SPECIAL SERVICER PURCHASES SERIES
2006-PWR12 CERTIFICATES OR IF IT SERVICES NON-POOLED MORTGAGE LOANS, A CONFLICT
OF INTEREST COULD ARISE BETWEEN ITS DUTIES AND ITS INTERESTS IN THE SERIES
2006-PWR12 CERTIFICATES.

          A master servicer, a primary servicer or a special servicer or an
affiliate thereof may purchase series 2006-PWR12 certificates. The purchase of
series 2006-PWR12 certificates by a master servicer, a primary servicer or a
special servicer, or by an affiliate of that servicer, could cause a conflict
between that servicer's duties under the series 2006-PWR12 pooling and servicing
agreement and the interests of that servicer or affiliate as a holder of a
series 2006-PWR12 certificate, especially to the extent that certain actions or
events have a disproportionate effect on one or more classes of series
2006-PWR12 certificates. Furthermore, the master servicers, the primary
servicers and the special servicers have each advised us that they intend to
continue to service existing and new commercial and multifamily mortgage loans
for their affiliates and for third parties, including portfolios of mortgage
loans similar to the mortgage loans included in the trust fund. These other
mortgage loans and the related mortgaged properties may be in the same markets
as, or have owners, obligors or property managers in common with, certain of the
mortgage loans in the trust fund and the related mortgaged properties. To the
extent that overlap exists, the interests of the master servicers, the primary
servicers, the special servicers and their respective affiliates and their other
clients may differ from, and compete with, the interests of the trust fund.
However, under the series 2006-PWR12 pooling and servicing agreement and the
primary servicing agreements, the master servicers, the primary servicers and
the special servicers, as applicable, are each required to service the mortgage
loans for which it is responsible in accordance with the Servicing Standard.

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

          Conflicts Between Various Classes of Certificateholders and Lenders.
Pursuant to the provisions of the various pooling and servicing and/or
intercreditor agreements that govern the servicing of the pooled mortgage loans,
in the case of each pooled mortgage loan, (a) the applicable party that is
responsible for performing special servicing duties with respect to that pooled
mortgage loan following a material default is given considerable latitude in
determining when and how to liquidate or modify that pooled mortgage loan, (b)
one or more third parties or representatives on their behalf will be entitled
(among other rights) to replace that applicable party and grant or withhold
consent to proposed servicing actions involving that pooled mortgage loan, (c)
except in limited circumstances, those third parties will not include you and
will consist of one or more of (i) the holders of a class of subordinate series
2006-PWR12 certificates and/or (ii) the holders of a non-pooled subordinate loan
secured by the same mortgaged property as the pooled mortgage loan and (d) other
third parties or their representatives who may also have consultation rights
with respect to various servicing matters. For a discussion of those
arrangements, see "Description of the Mortgage Pool--Certain Characteristics of
the Mortgage Pool--Subordinate and/or Other Financing--Split Loan Structures"
and "Servicing of the Mortgage Loans Under the Series 2006-PWR12 Pooling and
Servicing Agreement" in this prospectus supplement. Those certificateholders,
noteholders or other parties and their respective representatives may have
interests that differ, perhaps materially, from yours. For instance, a
particular representative or similar party may believe that deferring
enforcement of a defaulted mortgage loan will result in higher future proceeds
than would earlier enforcement, whereas the interests of the trust fund may be
better served by prompt action, since delay followed by a market downturn could
result in less proceeds to the trust fund than would have been realized if
earlier action had been taken. You should expect these certificateholders,
noteholders or other parties to exercise their rights and powers in a manner
that they determine is appropriate in their respective sole discretion. None of
them will have any liability for acting solely in its own interests. The initial
series 2006-PWR12 controlling class representative will be an affiliate of the
general special servicer. The initial holders of the 1675 Broadway non-pooled
mortgage loan and the Tuscany Plaza non-pooled mortgage loan will be affiliated
with each other and will be affiliates of the applicable sponsor, mortgage loan
seller and originator, the applicable master servicer and the applicable special
servicer of the related pooled mortgage loan.


                                      S-39



          Conflicts Between the Trust Fund and the Mortgage Loan Sellers and
Their Affiliates. Conflicts of interest may arise between the trust fund, on the
one hand, and the mortgage loan sellers and their affiliates that engage in the
acquisition, development, operation, financing and disposition of real estate,
on the other hand. Those conflicts may arise because a mortgage loan seller and
its affiliates intend to continue to actively acquire, develop, operate, lease,
finance and dispose of real estate-related assets in the ordinary course of
their businesses. During the course of their business activities, the respective
mortgage loan sellers and their affiliates may acquire, sell or lease
properties, or finance loans secured by properties (or by ownership interests in
the related borrowers) which may include the mortgaged properties securing the
pooled mortgage loans or properties that are in the same markets as those
mortgaged properties. Additionally, the proceeds of certain of the pooled
mortgage loans were used to refinance debt previously held by a mortgage loan
seller or an affiliate of a mortgage loan seller and the mortgage loan sellers
or their affiliates may have or may have had equity investments in the borrowers
(or in the owners of the borrowers) or mortgaged properties under certain of the
pooled mortgage loans. Each of the mortgage loan sellers and their affiliates
have made and/or may make or have preferential rights to make loans to, or
equity investments in, affiliates of the borrowers under the mortgage loans.
Further, in the case of certain of the loan groups, the holder of one or more
related non-pooled mortgage loans may be a mortgage loan seller or an affiliate
of a mortgage loan seller. In the circumstances described above, the interests
of those mortgage loan sellers and their affiliates may differ from, and compete
with, the interests of the trust fund. Decisions made with respect to those
assets may adversely affect the amount and timing of distributions on the
offered certificates.

YOU MAY BE BOUND BY THE ACTIONS OF OTHER SERIES 2006-PWR12 CERTIFICATEHOLDERS
EVEN IF YOU DO NOT AGREE WITH THOSE ACTIONS.

          In some circumstances, the holders of a specified percentage of the
series 2006-PWR12 certificates will be entitled to direct, consent to or approve
certain actions, including amending the series 2006-PWR12 pooling and servicing
agreement. In these cases, this direction, consent or approval will be
sufficient to bind all holders of series 2006-PWR12 certificates regardless of
whether you agree with that direction, consent or approval.

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

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

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

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

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

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


                                      S-40



RISKS RELATED TO THE MORTGAGE LOANS

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

          Mortgaged properties representing security for 40.8%, 25.0%, 11.9%,
9.2%, 8.1%, 2.2%, 1.0%, 0.9% and 0.9% of the initial mortgage pool balance are
fee and/or leasehold interests in retail properties, office properties,
industrial properties, multifamily properties, hospitality properties, mixed use
properties, other properties, self storage properties and manufactured housing
community properties, respectively. Loan group 1 consists of 185 pooled mortgage
loans, representing 90.6% of the initial mortgage pool balance. Loan group 2
consists of 28 pooled mortgage loans, representing 9.4% of the initial mortgage
pool balance. Loan group 2 consists of 92.9% of the initial mortgage pool
balance of all the pooled mortgage loans secured by multifamily or manufactured
housing community properties. Mortgage loans that are secured by liens on the
types of properties securing the pooled mortgage loan are exposed to unique
risks particular to those types of properties. For more detailed information,
you should refer to the following sections in the accompanying prospectus:

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

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

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

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

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

          The repayment of a commercial mortgage loan is typically dependent
upon the ability of the applicable property to produce cash flow. Even the
liquidation value of a commercial property is determined, in substantial part,
by the amount of the property's cash flow (or its potential to generate cash
flow). However, net operating income and cash flow can be volatile and may be
insufficient to cover debt service on the loan at any given time. The mortgage
loans that we intend to include in the trust fund were originated either after
the cut-off date or within twelve months prior to the cut-off date.
Consequently, the mortgage loans should generally be considered not to have
long-standing payment histories and, in some cases, the mortgage loans have
little or no payment histories.

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

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

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

          o    the proximity and attractiveness of competing properties;

          o    the adequacy and effectiveness of the property's operations,
               management and maintenance;

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

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

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


                                      S-41



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

          o    an increase in vacancy rates; and

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

          Other factors are more general in nature, such as:

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

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

          o    demographic factors;

          o    decreases in consumer confidence;

          o    changes in prices for key commodities or products;

          o    changes in consumer tastes and preferences, including the effects
               of adverse publicity; and

          o    retroactive changes in building codes.

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

          o    the length of tenant leases;

          o    the creditworthiness of tenants;

          o    the level of tenant defaults;

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

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

          o    rent control laws or other laws impacting operating costs;

          o    the number and diversity of tenants;

          o    the availability of trained labor necessary for tenant
               operations;

          o    the rate at which new rentals occur; and

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

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


                                      S-42



          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 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:

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

          (2) the reputation, safety, convenience and attractiveness of the
property to users;

          (3) the quality and philosophy of management;

          (4) management's ability to control membership growth and attrition;

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

          (6) 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
health club consequently may be less than would be the case of the property were
readily adaptable to changing consumer preferences for other uses.

          Furthermore, if the debt service under a pooled mortgage loan is
scheduled to increase during the term of the loan pursuant to an increase in the
mortgage interest rate, the expiration of an interest-only period or otherwise,
there can be no assurance that the net cash flow at the property will be
sufficient to pay the additional debt service and, even if it is sufficient, the
requirement to pay the additional debt service may reduce the cash flow
available to the borrower to operate and maintain the mortgaged property.

THE PROSPECTIVE PERFORMANCE OF THE COMMERCIAL AND MULTIFAMILY MORTGAGE LOANS
INCLUDED IN THE TRUST FUND SHOULD BE EVALUATED SEPARATELY FROM THE PERFORMANCE
OF THE MORTGAGE LOANS IN ANY OF OUR OTHER TRUSTS.

          While there may be certain common factors affecting the performance
and value of income-producing real properties in general, those factors do not
apply equally to all income-producing real properties and, in many cases, there
are unique factors that will affect the performance and/or value of a particular
income-producing real property. Moreover, the effect of a given factor on a
particular real property will depend on a number of variables, including but not
limited to property type, geographic location, competition, sponsorship and
other characteristics of the property and the related mortgage loan. Each
income-producing real property represents a separate and distinct business
venture; and, as a result, each of the multifamily and commercial mortgage loans
included in one of the depositor's trusts requires a unique underwriting
analysis. Furthermore, economic and other conditions affecting real properties,
whether worldwide, national, regional or local, vary over time. The performance
of a pool of mortgage loans originated and outstanding under a given set of
economic conditions may vary significantly from the performance of an otherwise
comparable mortgage pool originated and outstanding under a different set of
economic conditions. Accordingly, investors should evaluate the pooled mortgage
loans underlying the offered certificates independently from the performance of
mortgage loans underlying any other series of certificates.

          As a result of the distinct nature of each pool of commercial mortgage
loans, and the separate mortgage loans within the pool, this prospectus
supplement does not include disclosure concerning the delinquency and loss
experience of static pools of periodic originations by the sponsors of assets of
the type to be securitized (known as "static pool information"). Because of the
highly heterogeneous nature of the assets in commercial mortgage backed
securities transactions, static pool information for prior securitized pools,
even those involving the same asset types (e.g., hotels or office buildings),
may be


                                      S-43



misleading, since the economics of the properties and terms of the loans may be
materially different. In particular, static pool information showing a low level
of delinquencies and defaults would not be indicative of the performance of this
pool or any other pools of mortgage loans originated by the same sponsor or
sponsors. Therefore, investors should evaluate this offering on the basis of the
information set forth in this prospectus supplement with respect to the pooled
mortgage loans, and not on the basis of any successful performance of other
pools of securitized commercial mortgage loans.

CERTAIN MORTGAGE LOANS MAY HAVE A LIMITED OPERATING HISTORY.

          The properties securing certain of the mortgage loans are newly
constructed and/or recently opened and, as such, have a limited operating
history. There can be no assurance that any of the properties, whether newly
constructed and/or recently opened or otherwise, will perform as anticipated.

NON-RECOURSE LOANS LIMIT REMEDIES FOLLOWING BORROWER DEFAULT.

          The mortgage loans that will back the offered certificates are
generally non-recourse loans. Therefore, recourse generally may be had only
against the specific mortgaged property securing a pooled mortgage loan and any
other assets that may have been pledged to secure that pooled mortgage loan,
which may or may not be sufficient to repay that pooled mortgage loan in full.
Consequently, the repayment of each pooled mortgage loan will be primarily
dependent upon the sufficiency of the net operating income from the related
mortgaged property and, at maturity, upon the market value of that mortgaged
property.

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

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

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

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

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

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

          The largest of the pooled mortgage loans or group of
cross-collateralized and cross-defaulted pooled mortgage loans is the pooled
mortgage loan secured by the mortgaged property identified on Appendix B as
Woodland Mall, which represents 7.5% of the initial mortgage pool balance (and
8.3% of the initial loan group 1 balance). The ten largest pooled mortgage loans
or groups of cross-collateralized and cross-defaulted pooled mortgage loans in
the aggregate represent 32.1% of the initial mortgage pool balance. Each of the
other pooled mortgage loans or groups of cross-collateralized and
cross-defaulted pooled mortgage loans represents no greater than 1.4% of the
initial mortgage pool balance.

          In addition, the mortgage pool includes some groups of mortgage loans
where the mortgage loans in the particular group are not cross-collateralized or
cross-defaulted but were made to borrowers related through common ownership of
partnership or other equity interests and where, in general, the related
mortgaged properties are commonly managed. See "Description of the Mortgage
Pool--Cross-Collateralized Mortgage Loans and Multi-Property Mortgage Loans;
Mortgage Loans with Affiliated Borrowers" in this prospectus supplement.


                                      S-44



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

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

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

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

          o    the person:

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

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

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

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

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

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

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

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

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

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


                                      S-45



permitted method of foreclosure. The application of other state and federal laws
may delay or otherwise limit the ability to realize on the pooled mortgage
loans.

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

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

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

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

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

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

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

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

          o    potential environmental legislation or liabilities or other legal
               liabilities;

          o    proximity and attractiveness of competing properties;

          o    new construction of competing properties in the same market;

          o    convertibility of a mortgaged property to an alternative use;

          o    the availability of refinancing; and

          o    changes in interest rate levels.

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

          A deterioration in the financial condition of a tenant can be
particularly significant if a mortgaged property is leased to a single or large
tenant or a small number of tenants because rent interruptions by a tenant may
cause the borrower to default on its obligations to the lender. Forty (40) of
the mortgaged properties, representing security for 11.0% of the initial
mortgage pool balance (and for 11.8% of the initial loan group 1 balance and
2.7% of the initial loan group 2 balance), are leased to single tenants.
Mortgaged properties leased to a single tenant or a small number of tenants also
are more susceptible to interruptions of cash flow if a tenant fails to renew
its lease or defaults under its lease. This is so because:

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

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


                                      S-46



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

          Additionally, some of the tenants at the mortgaged properties
(including sole tenants or other significant tenants) have lease termination
option dates or lease expiration dates that are prior to or shortly after the
related maturity date or anticipated repayment date, including the mortgaged
property identified on Appendix B as 9 Finderne Avenue, which also has a parent
in bankruptcy. See "--Tenant Bankruptcies May Adversely Affect the Income
Produced by the Mortgaged Properties and May Adversely Affect the Payments on
Your Certificates" below. Certain of the mortgaged properties may have tenants
that sublet all or a portion of their space and although the rent roll continues
to reflect those tenants' occupancy and those tenants continue to be responsible
under the related lease, those tenants may not be in physical occupancy of their
space. See Appendix B to this prospectus supplement for the expiration date of
the leases for each of the top 3 tenants at each mortgaged property. There are a
number of other mortgaged properties that similarly have a significant amount of
scheduled lease expirations or potential terminations before the maturity of the
related pooled mortgage loan, although those circumstances were generally
addressed by escrow requirements or other mitigating provisions.

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

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

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

VARIOUS ASSET-LEVEL CONFLICTS OF INTEREST MAY HAVE AN ADVERSE EFFECT ON YOUR
CERTIFICATES.

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

          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, there may be conflicts. For instance, a landlord may be more
inclined to waive lease conditions for an affiliated tenant than it would for an
unaffiliated tenant. We cannot assure you that the conflicts arising where a
borrower is affiliated with a tenant at a mortgaged property will not adversely
impact the value of the related mortgage loan. In some cases this affiliated
lessee is physically occupying space related to its business; in other cases,
the affiliated lessee is a tenant under a master lease with the borrower, under
which the tenant is obligated to make rent payments but does not occupy any
space at the mortgaged property. These master leases are typically used to bring
occupancy to a "stabilized" level but may not provide additional economic
support for the mortgage loan. We cannot assure you the space "leased" by a
borrower affiliate will eventually be occupied by third party tenants and
consequently, 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's or its affiliate's financial condition
worsens. These risks may be mitigated when mortgaged properties are leased to
unrelated third parties.

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

          Repayment of pooled mortgage loans secured by retail, office and
industrial properties will be affected by the expiration of leases and the
ability of the related borrowers and property managers to renew the leases or to
relet the space on comparable terms. Certain mortgaged properties securing the
pooled mortgage loans may be leased in whole or in part to government sponsored
tenants who have the right to cancel their leases at any time because of lack of
appropriations. In addition, certain of the mortgaged properties securing the
pooled mortgage loans may be leased to either a single or other significant
tenant with a lease termination option date or lease expiration date that is
prior to the maturity date or anticipated repayment date of such mortgage loan.

          In addition, certain properties may have significant tenants or groups
of tenants that are paying rent but are not in occupancy or may have vacant
space that is not leased, and in certain cases, the occupancy percentage could
be less than


                                      S-47



80%. Additionally, certain properties may have tenants who have executed leases
but have not yet taken occupancy or commenced rent payments. Any "dark" space
may cause the property to be less desirable to other potential tenants or the
related tenant may be more likely to default in its obligations under the lease.
Certain properties may also have adjoining properties with "dark" spaces or
"dark" shadow anchors. We cannot assure you that those tenants will continue to
fulfill their lease obligations or that the space will be relet.

          In the case of certain pooled mortgage loans, all or a substantial
portion of the tenant leases at the mortgaged property may expire, or grant to
one or more tenants a lease termination option that is exercisable, at various
times prior to the loan's maturity date or anticipated repayment date, including
single tenant properties whose sole tenant lease may expire or terminate prior
to the loan's maturity date. We cannot assure you that (1) leases that expire
can be renewed, (2) the space covered by leases that expire or are terminated
can be re-leased in a timely manner at comparable rents or on comparable terms
or (3) the related borrower will have the cash or be able to obtain the
financing to fund any required tenant improvements. For example, the tenant at
the mortgaged property identified as 9 Finderne Avenue has the ability to
terminate its lease on the 5th anniversary of the lease. Further, lease
provisions among tenants may conflict in certain instances, and create
termination or other risks. Income from and the market value of the mortgaged
properties securing the pooled mortgage loans would be adversely affected if
vacant space in the mortgaged properties could not be leased for a significant
period of time, if tenants were unable to meet their lease obligations or if,
for any other reason, rental payments could not be collected or if one or more
tenants ceased operations at the mortgaged property. Upon the occurrence of an
event of default by a tenant, delays and costs in enforcing the lessor's rights
could occur. In addition, certain tenants at the mortgaged properties securing
the pooled mortgage loans may be entitled to terminate their leases or reduce
their rents based upon negotiated lease provisions if, for example, an anchor
tenant ceases operations at the related mortgaged property. In these cases, we
cannot assure you that the operation of these provisions will not allow a
termination or rent reduction. A tenant's lease may also be terminated or its
terms otherwise adversely affected if a tenant becomes the subject of a
bankruptcy proceeding.

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

          Even if vacated space is successfully relet, the costs associated with
reletting, including tenant improvements and leasing commissions, could be
substantial and could reduce cash flow from the related mortgaged properties.
Seventy five (75) of the pooled mortgage loans, representing security for 40.4%
of that portion of the initial mortgage pool balance that is represented by
retail, office, industrial, other and/or mixed use properties, as of the cut-off
date have either upfront and/or continuing reserves for tenant improvements and
leasing commissions which may serve to defray such costs. There can be no
assurances, however, that the funds (if any) held in such reserves for tenant
improvements and leasing commissions will be sufficient to cover any of the
costs and expenses associated with tenant improvements or leasing commission
obligations. In addition, if a tenant defaults in its obligations to a borrower,
the borrower may incur substantial costs and experience significant delays
associated with enforcing rights and protecting its investment, including costs
incurred in renovating or reletting the property.

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

          See Appendix B and Appendix D to this prospectus supplement for
additional information regarding the occupancy or percentage leased at the
mortgaged properties. See Appendix B to this prospectus supplement for the lease
expiration dates for the three largest tenants (or, if applicable, single
tenant) at each retail, office, industrial or mixed-use mortgaged property. The
Percent Leased presented in Appendix B and Appendix D for each mortgaged
property should not be construed as a statement that the relevant units, area or
pads are occupied.


                                      S-48



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

          Mortgaged properties located in California, New York, Michigan, Ohio
and Texas represent security for 14.7%, 14.4%, 8.3%, 7.2% and 6.2%,
respectively, of the initial mortgage pool balance. Concentrations of mortgaged
properties in geographic areas may increase the risk that adverse economic or
other developments or natural or man-made disasters affecting a particular
region of the country could increase the frequency and severity of losses on
mortgage loans secured by those properties. In some historical periods, several
regions of the United States have experienced significant real estate downturns
when others have not. Regional economic declines or conditions in regional real
estate markets could adversely affect the income from, and market value of, the
mortgaged properties. Other regional factors, e.g., earthquakes, floods,
hurricanes, changes in governmental rules or fiscal policies or terrorist acts
also may adversely affect the mortgaged properties. For example, mortgaged
properties located in California may be more susceptible to certain hazards
(such as earthquakes, widespread fires or hurricanes) than properties in other
parts of the country and mortgaged properties located in coastal states and the
United States Virgin Islands generally may be more susceptible to hurricanes
than properties in other parts of the country. The hurricanes of 2005 and
related windstorms, floods and tornadoes caused extensive and catastrophic
physical damage in and to coastal and inland areas located in the Gulf Coast
region of the United States (parts of Texas, Louisiana, Mississippi and
Alabama), parts of Florida and certain other parts of the southeastern United
States. The mortgage loans do not all require the maintenance of flood insurance
for the related mortgaged properties. We cannot assure you that any hurricane
damage would be covered by insurance. See "--Other Risks --The Hurricanes of
2005" below, "Servicing of the Mortgage Loans Under the Series 2006-PWR12
Pooling and Servicing Agreement--Maintenance of Insurance" in this prospectus
supplement and "Description of the Pooling and Servicing Agreements--Hazard
Insurance Policies" in the accompanying prospectus.

PRIOR BANKRUPTCIES OR OTHER PROCEEDINGS MAY BE RELEVANT TO FUTURE PERFORMANCE.

          There can be no assurance that any borrower, or any principals of a
borrower, have not been a party to bankruptcy proceedings, foreclosure
proceedings or deed-in-lieu of foreclosure transactions, or other material
proceedings, in the past or that certain principals have not been equity owners
in other mortgaged properties that have been subject to foreclosure proceedings.
In this respect, the principals of certain borrowers have been involved in
foreclosure proceedings within the last 10 years. For example, with respect to
the pooled mortgage loan secured by the mortgaged property identified on
Appendix B to this prospectus supplement as McCallum Highlands, which represents
security for approximately 0.4% of the initial mortgage pool balance (and 4.7%
of the initial loan group 2 balance), the mortgaged property formerly secured a
loan to a borrower affiliate that was the subject of a workout in 2005; that
lender was repaid all principal and interest in full and the loan was performing
when refinanced in 2006 by the related mortgage loan seller. In addition, there
may be pending or threatened foreclosure proceedings or other material
proceedings of the borrowers, the borrower principals and the managers of the
mortgaged properties securing the pooled mortgage loans and/or their respective
affiliates.

          If a borrower or a principal of a borrower has been a party to such a
proceeding or transaction in the past, we cannot also assure you that the
borrower or principal will not be more likely than other borrowers or principals
to avail itself or cause a borrower to avail itself of its legal rights, under
the Bankruptcy Code or otherwise, in the event of an action or threatened action
by the mortgagee or its servicer to enforce the related mortgage loan documents,
or otherwise conduct its operations in a manner that is in the best interests of
the lender and/or the mortgaged property. We cannot assure you that any
foreclosure proceedings or other material proceedings will not have a material
adverse effect on your investment.

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

          The bankruptcy or insolvency of a major tenant, or a number of smaller
tenants, in retail, industrial and office properties, may adversely affect the
income produced by the related mortgaged property. Under the federal bankruptcy
code, a tenant/debtor has the option of affirming or rejecting any unexpired
lease. If the tenant rejects the lease, the landlord's claim for breach of the
lease would be a general unsecured claim against the tenant, absent collateral
securing the claim. The claim would be limited to the unpaid rent under the
lease for the periods prior to the bankruptcy petition, or earlier surrender of
the leased premises, plus the rent under the lease for the greater of one year,
or 15%, not to exceed three years, of the remaining term of such lease and the
actual amount of the recovery could be less than the amount of the claim.


                                      S-49



          G-I Holdings, Inc., the parent of the single tenant at the mortgaged
property identified on Appendix B to this prospectus supplement as 9 Finderne
Avenue, representing security for 0.6% of the initial mortgage pool balance (and
0.7% of the initial loan group 1 balance), has been in Chapter 11 proceedings
since 2001. Additionally, major tenants at other mortgaged properties may have
had prior bankruptcies or may currently be in bankruptcy.

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

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

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

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

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

          Except for mortgaged properties that are the subject of environmental
insurance obtained in lieu of a Phase I environmental site assessment as
described under "Description of the Mortgage Pool--Assessments of Property Value
and Condition--Environmental Insurance", all of the mortgaged properties
securing the mortgage loans have been subject to environmental site assessments
by a third-party consultant, or in some cases an update of a previous assessment
or transaction screen, in connection with the origination of the pooled mortgage
loans. In some cases, a Phase II site assessment was also performed or
recommended. In certain cases, these assessments revealed conditions that
resulted in requirements that the related borrowers establish operations and
maintenance plans, monitor the mortgaged property or nearby properties, abate or
remediate the condition, and/or provide additional security such as letters of
credit, reserves, a secured creditor impaired property policy, environmental
insurance policy or pollution legal liability environmental impairment policy or
environmental indemnification. In certain cases, recommended Phase II site
assessments were not performed and reserves or insurance policies were obtained
in lieu thereof or the related lender otherwise determined not to have the Phase
II site assessment performed. Additionally, certain of the mortgaged properties
have had recognized environmental conditions for which remediation has
previously occurred or ongoing remediation or monitoring is still continuing.

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

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

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

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


                                      S-50



          (a)  to take investigative and/or remedial action (which may have
               included obtaining a Phase II environmental assessment); or

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

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

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

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

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

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

          With respect to the mortgaged property identified on Appendix B to
this prospectus supplement as Stone Mountain Square, which represents security
for approximately 1.5% of the initial mortgage pool balance (and 1.6% of the
initial loan group 1 balance), the mortgaged property was historically used for
dry cleaning operations. Based upon this historic use, soil and groundwater
sampling was conducted and no contaminants were detected in the shallow soils,
however, the groundwater sample taken was not determinative. The environmental
report recommended that a groundwater sample be collected downgradient of the
former dry cleaners at an estimated cost of $5,000. The environmental consultant
has estimated that should groundwater or soil impact be detected, the cost to
remediate the condition would likely be in the range of $100,000 to $300,000.

          With respect to the mortgaged property identified on Appendix B to
this prospectus supplement as Ardmore West Shopping Center, which represents
security for approximately 1.0% of the initial mortgage pool balance (and 1.1%
of the initial loan group 1 balance), a Phase I Environmental Site Assessment
recommended that a Phase II Dry Cleaning Facility Environmental Screening be
performed to determine if soil had been impacted. As a mitigant, the borrower
purchased a Pollution Legal Liability (PLL) environmental insurance policy with
limits of liability of $10,500,000, and a $50,000 deductible. Although the
policy excludes dry cleaning constituents from both soil and groundwater
coverage (known conditions), a principal of the borrower has (i) guaranteed the
full payment of all costs arising out of the existence of the dry cleaner, and
(ii) indemnified the lender against all losses related to the existence of the
dry cleaner, in the aggregate amount of $500,000, which is in excess of three
times the projected clean up costs.

          With respect to the pooled mortgage loan secured by the mortgaged
property identified on Appendix B to this prospectus supplement as Bellevue
Plaza, which represents security for approximately 0.4% of the initial mortgage
pool balance (and 0.5% of the initial loan group 1 balance), the property
securing the mortgage loan has documented soil and ground water impact from an
on-site dry cleaning business. The mortgaged property has been enrolled in the
State of Tennessee Dry Cleaner Emergency Response Program ("Tennessee DCERP")
since 1997; the State of Tennessee pays for remediation at a property under
DCERP in an amount up to $200,000 per year. Although the environmental
consultant has estimated that future costs of remediation will not exceed this
amount, a pollution limited liability environmental impairment policy issued by
Indian Harbor Insurance Company was obtained with a policy limit of $2,500,000
and a $50,000 deductible. In addition, an upfront reserve of $50,000 was taken
at origination to offset the deductible for a claim under this policy. The
policy expires on February 13, 2016, prior to the maturity date, but a policy is
required to be in place during the loan term;


                                      S-51



the policy limit may be adjusted during the seventh year of the loan term to be
in the amount of the then estimated costs of the remediation, if the Tennessee
DCERP has not yet issued a "no further action" letter.

          With respect to the pooled mortgage loan secured by the mortgaged
property identified on Appendix B to this prospectus supplement as Rialto Square
Shopping Center, which represents security for approximately 0.3% of the initial
mortgage pool balance (and 0.3% of the initial loan group 1 balance), the Phase
I environmental site assessment identified on-site soil contamniation arising
from a dry cleaning operation at the property. In lieu of a Phase II
environmental site assessment, the mortgage loan seller required a recourse
guaranty up to $2,000,000 from the loan's individual sponsors, which will
terminate if and when the related borrower posts an environmental reserve in an
amount equal to 125% of the estimated remediation work or obtains a no further
action letter.

          In addition, certain properties may be undergoing ongoing monitoring
in connection with past remediations or low levels of contaminations.

          Thirty (30) pooled mortgage loans, representing 5.5% of the initial
mortgage pool balance (which pooled mortgage loans consist of 26 pooled mortgage
loans in loan group 1, representing 5.7% of the initial loan group 1 balance,
and 4 pooled mortgage loans in loan group 2, representing 3.8% of the initial
loan group 2 balance), are each the subject of a group secured creditor impaired
property policy or an individual secured creditor impaired property policy,
environmental insurance policy or pollution legal liability environmental
impairment policy. In the case of each of these policies, the insurance was
obtained to provide coverage for certain losses that may arise from certain
known or suspected adverse environmental conditions that exist or may arise at
the related mortgaged property or was obtained in lieu of a Phase I
environmental site assessment, in lieu of a recommended or required Phase II
environmental site assessment or in lieu of an environmental indemnity from a
borrower principal or a high net-worth entity. We describe the secured creditor
impaired property policies, environmental insurance policies and pollution legal
liability environmental impairment policies under "Description of the Mortgage
Pool--Assessments of Property Value and Condition--Environmental Insurance" in
this prospectus supplement.

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

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

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

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

          Problems associated with mold may pose risks to the real property and
may also be the basis for personal injury claims against a borrower. Although
the mortgaged properties are required to be inspected periodically, there is no
set of generally accepted standards for the assessment of mold currently in
place. If left unchecked, the growth of mold could result in the interruption of
cash flow, litigation and remediation expenses which could adversely impact
collections from a mortgaged property. The Phase I reports of certain mortgaged
properties reported the presence of mold and recommended remediation of the
mold. In addition, many of the insurance policies presently covering the
mortgaged properties may specifically exclude losses due to mold.


                                      S-52



          Before the applicable special servicer acquires title to a mortgaged
property on behalf of the trust, it must obtain an environmental assessment of
the related pooled property, or rely on a recent environmental assessment. This
requirement will decrease the likelihood that the trust will become liable under
any environmental law. However, this requirement may effectively preclude
foreclosure until a satisfactory environmental assessment is obtained, or until
any required remedial action is thereafter taken. There is accordingly some risk
that the mortgaged property will decline in value while this assessment is being
obtained. Moreover, we cannot assure you that this requirement will effectively
insulate the trust from potential liability under environmental laws. Any such
potential liability could reduce or delay payments to series 2006-PWR12
certificateholders.

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

          As described in this prospectus supplement, all of the pooled mortgage
loans are balloon mortgage loans, including 13.6% of the pooled mortgage loans
that provide material incentives for the related borrowers to repay the loan by
their respective anticipated repayment dates prior to maturity. The ability of a
borrower to make the required balloon payment on a balloon loan at maturity, and
the ability of a borrower to repay a mortgage loan on or before any related
anticipated repayment date, in each case depends upon its ability either to
refinance the related pooled mortgage loan or to sell the mortgaged property for
an amount that is sufficient to repay the mortgage loan in full with interest. A
borrower's ability to achieve either of these goals will be affected by a number
of factors, including:

          o    the availability of, and competition for, credit for commercial
               properties;

          o    prevailing interest rates;

          o    the fair market value of the related mortgaged property;

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

          o    the borrower's financial condition;

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

          o    tax laws; and

          o    prevailing general and regional economic conditions.

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

          None of the mortgage loan sellers, any party to the series 2006-PWR12
pooling and servicing agreement or any other person will be under any obligation
to refinance any mortgage loan.

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

          In the case of the mortgaged properties identified on Appendix B to
this prospectus supplement as 1675 Broadway and Tuscany Plaza, that mortgaged
property secures not only a pooled mortgage loan but also a non-pooled mortgage
loan that is subordinate in right of payment to the related pooled mortgage
loan. In addition, the borrowers or their affiliates under the pooled mortgage
loans secured by the mortgaged properties identified on Appendix B to this
prospectus supplement as 1675 Broadway and Tower at Erieview (which are among
the ten largest pooled mortgage loans) and some of the other pooled mortgage
loans have incurred, or are permitted to incur in the future, other indebtedness
that is secured by the related mortgaged properties or direct or indirect
ownership interests in the borrower. Furthermore, the pooled mortgage loans
generally do not prohibit indebtedness that is secured by equipment or other
personal property located at the mortgaged


                                      S-53



property or other obligations in the ordinary course of business relating to the
mortgaged property. See "Description of the Mortgage Pool - Certain
Characteristics of the Mortgage Pool -Subordinate and/or Other Financing" and
Appendix B to this prospectus supplement. Except as described in that section
and Appendix B, we make no representation with respect to the pooled mortgage
loans as to whether any subordinate financing currently encumbers any mortgaged
property, whether any borrower has incurred material unsecured debt or whether a
third-party holds debt secured by a pledge of an equity interest in a related
borrower.

          Additionally, the terms of certain pooled 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.

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

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

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

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

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

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

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


                                      S-54



          o    reduce monthly payments due under a mortgage loan;

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

          o    otherwise alter the mortgage loan's repayment schedule.

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

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

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

          The mortgage pool includes some groups of mortgage loans where the
mortgage loans in the particular group are not cross-collateralized or
cross-defaulted but were made to borrowers related through common ownership of
partnership or other equity interests and where, in general, the related
mortgaged properties are commonly managed. See "Description of the Mortgage
Pool--Cross-Collateralized Mortgage Loans and Multi-Property Mortgage Loans;
Mortgage Loans with Affiliated Borrowers" in this prospectus supplement. The
bankruptcy or insolvency of any such borrower or respective affiliate could have
an adverse effect on the operation of all of the related mortgaged properties
and on the ability of such related mortgaged properties to produce sufficient
cash flow to make required payments on the related mortgage loans. For example,
if a person that owns or controls several mortgaged properties experiences
financial difficulty at one such property, it could defer maintenance at one or
more other mortgaged properties in order to satisfy current expenses with
respect to the mortgaged property experiencing financial difficulty, or it could
attempt to avert foreclosure by filing a bankruptcy petition that might have the
effect of interrupting monthly payments for an indefinite period on all the
related pooled mortgage loans.

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

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

          With respect to a number of the pooled mortgage loans, the borrowers
own the related mortgaged property as tenants in common. The bankruptcy,
dissolution or action for partition by one or more of the tenants in common
could result in an early repayment of the related mortgage loan, significant
delay in recovery against the tenant in common borrowers, a material impairment
in property management and a substantial decrease in the amount recoverable upon
the related pooled mortgage loan. Not all tenants in common for all pooled
mortgage loans are special purpose entities.

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

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

          While many of the borrowers under the pooled mortgage loans have
agreed to certain special purpose covenants to limit the bankruptcy risk arising
from activities unrelated to the operation of the mortgaged property, some
borrowers under the pooled mortgage loans are not special purpose entities.
Additionally, most borrowers under the pooled mortgage loans and their owners do
not have an independent director whose consent would be required to file a
bankruptcy petition on behalf


                                      S-55



of such borrower. One of the purposes of an independent director is to avoid a
bankruptcy petition filing that is intended solely to benefit a borrower's
affiliate and is not justified by the borrower's own economic circumstances.

THE OPERATION OF COMMERCIAL PROPERTIES IS DEPENDENT UPON SUCCESSFUL MANAGEMENT.

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

          o    responding to changes in the local market;

          o    planning and implementing the rental structure;

          o    operating the property and providing building services;

          o    managing operating expenses; and

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

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

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

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

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

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

          Additionally, although the collateral substitution provisions in the
pooled mortgage loans related to defeasance do not have the same effect on the
series 2006-PWR12 certificateholders as prepayment, we cannot assure you that a
court would not interpret those provisions as requiring a yield maintenance
charge. In certain jurisdictions, those collateral substitution provisions might
be deemed unenforceable under applicable law or public policy, or usurious.

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

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


                                      S-56



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

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

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

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

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

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

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

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

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

          Some violations of zoning, land use and building regulations may be
known to exist at any particular mortgaged property, but the mortgage loan
sellers generally do not consider those defects known to them to be material or
have obtained title policy endorsements and/or law and ordinance insurance to
mitigate the risks of loss associated with any material violation or
noncompliance. In some cases, the use, operation and/or structure of a mortgaged
property constitutes a permitted nonconforming use and/or structure as a result
of changes in zoning laws after such mortgaged properties were constructed or
for other reasons, and the structure may not be rebuilt to its current state or
be used for its current purpose if a material casualty event occurs. Insurance
proceeds may not be sufficient to pay the related pooled mortgage loan in full
if a material casualty event were to occur, or the mortgaged property, as
rebuilt for a conforming use and/or structure, may not generate sufficient
income to service the related pooled mortgage loan and the value of the
mortgaged property or its revenue producing potential may not be the same as it
was before the casualty. If a mortgaged property could not be rebuilt to its
current state or its current use were no longer permitted due to building
violations or changes in zoning or other regulations, then the borrower might
experience cash flow delays and shortfalls or be subject to penalties that would
reduce or delay the amount of proceeds available for distributions on your
certificates.

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

          Certain mortgaged properties may be subject to use restrictions
pursuant to reciprocal easement or operating agreements. Such use restrictions
could include, for example, limitations on the character of the improvements or
the properties, limitations affecting noise and parking requirements, signs and
common area use, and limitations on the


                                      S-57



borrower's right to certain types of facilities within a prescribed radius,
among other things. These limitations could adversely affect the ability of the
borrower to lease the mortgaged property on favorable terms, thus adversely
affecting the borrower's ability to fulfill its obligations under the related
mortgage loans.

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

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

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

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

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

          With respect to substantially all of the mortgage loans that we intend
to include in the trust, the related mortgage loan documents generally provide
that either (a) the borrowers are required to maintain full or partial insurance
coverage for property damage to the related mortgaged property against certain
acts of terrorism (except that (i) the requirement to obtain such insurance
coverage may be subject to, in certain instances, the commercial availability of
that coverage, certain limitations with respect to the cost thereof and/or
whether such hazards are at the time commonly insured against for property
similar to such mortgaged properties and located in or around the region in
which such mortgaged property is located and (ii) in certain cases the borrower
is permitted to self-insure for that coverage subject to the borrower's owner
satisfying certain minimum net worth requirements or having an investment grade
rating and satisfying maximum leverage limits on its real estate portfolio) or
(b) the borrowers are required to provide such additional insurance coverage as
a lender (such as the trust) may reasonably require to protect its interests or
to cover such hazards as are commonly insured against for similarly situated
properties. At the time existing insurance policies are subject to renewal,
there is no assurance that terrorism insurance coverage will continue to be
available and covered under the new policies or, if covered, whether such
coverage will be adequate. Most insurance policies covering commercial real
properties such as the mortgaged properties are subject to renewal on an annual
basis. If such coverage is not currently in effect, is not adequate or is
ultimately not continued with respect to some of the mortgaged properties and
one of those mortgaged properties suffers a casualty loss as a result of a
terrorist act, then the resulting casualty loss could reduce the amount
available to make distributions on your certificates. Such policies may also not
provide coverage for biological, chemical or nuclear events. In addition, in
cases where the related mortgage loan documents do not expressly require
insurance against acts of terrorism, but permit the lender to require such other
insurance as is reasonable, the related borrower may challenge whether
maintaining insurance against acts of terrorism is reasonable in light of all
the circumstances, including the cost.

          Some of the mortgaged properties securing the pooled mortgage loans
are covered by blanket insurance policies which also cover other properties of
the related borrower or its affiliates. In the event that such policies are
drawn on to


                                      S-58



cover losses on such other properties, the amount of insurance coverage
available under such policies may thereby be reduced and could be insufficient
to cover each mortgaged property's insurable risks.

          After the terrorist attacks of September 11, 2001, the cost of
insurance coverage for acts of terrorism increased and the availability of such
insurance decreased. In response to this situation, Congress enacted the
Terrorism Risk Insurance Act of 2002, which was amended and extended by the
Terrorism Risk Insurance Extension Act of 2005, signed into law by President
Bush on December 22, 2005. The Terrorism Risk Insurance Extension Act of 2005
requires that qualifying insurers offer terrorism insurance coverage in all
property and casualty insurance policies on terms not materially different than
terms applicable to other losses. The federal government covers 90% (85% for
acts of terrorism occurring in 2007) of the losses from covered certified acts
of terrorism on commercial risks in the United States only, in excess of a
specified deductible amount calculated as a percentage of an affiliated
insurance group's prior year premiums on commercial lines policies covering
risks in the United States. This specified deductible amount is 17.5% of such
premiums for losses occurring in 2006, and 20% of such premiums for losses
occurring in 2007. Further, to trigger coverage under the Terrorism Risk
Insurance Extension Act of 2005, the aggregate industry property and casualty
insurance losses resulting from an act of terrorism must exceed $50 million from
April 2006 through December 2006 and $100 million for acts of terrorism
occurring in 2007. The Terrorism Risk Insurance Extension Act of 2005 now
excludes coverage for commercial auto, burglary and theft, surety, professional
liability and farm owners' multiperil. The Terrorism Risk Insurance Extension
Act of 2005 will expire on December 31, 2007.

          The Terrorism Risk Insurance Extension Act of 2005 applies only to
losses resulting from attacks that have been committed by individuals on behalf
of a foreign person or foreign interest, and does not cover acts of purely
domestic terrorism. Further, any such attack must be certified as an "act of
terrorism" by the federal government, which decision is not subject to judicial
review. As a result, insurers may continue to try to exclude from coverage under
their policies losses resulting from terrorist acts not covered by the Terrorism
Risk Insurance Extension Act of 2005. Moreover, the Terrorism Risk Insurance
Extension Act of 2005's deductible and copayment provisions still leave insurers
with high potential exposure for terrorism-related claims. Because nothing in
the act prevents an insurer from raising premium rates on policyholders to cover
potential losses, or from obtaining reinsurance coverage to offset its increased
liability, the cost of premiums for such terrorism insurance coverage is still
expected to be high.

          In addition to exclusions related to terrorism, certain of the
insurance policies covering the mortgaged properties may specifically exclude
coverage for losses due to mold or other potential causes of loss. We cannot
assure you that a mortgaged property will not incur losses related to a cause of
loss that is excluded from coverage under the related insurance policy.

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

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

          Licensed engineers or consultants generally inspected the related
mortgaged properties (unless improvements are not part of the mortgaged
property) and, in most cases, prepared engineering reports in connection with
the origination of the pooled mortgage loans or with this offering to assess
items such as structure, exterior walls, roofing, interior construction,
mechanical and electrical systems and general condition of the site, buildings
and other improvements. However, we cannot assure you that all conditions
requiring repair or replacement were identified. In those cases where a material
condition was disclosed, such condition generally has been or is generally
required to be remedied to the mortgagee's satisfaction, or funds or a letter of
credit as deemed necessary by the related mortgage loan seller or the related
engineer or consultant have been reserved to remedy the material condition.
Neither we nor any of the mortgage loan sellers conducted any additional
property inspections in connection with the issuance of the series 2006-PWR12
certificates.

APPRAISALS MAY NOT ACCURATELY REFLECT THE VALUE OF THE MORTGAGED PROPERTIES.

          In general, in connection with the origination of each pooled mortgage
loan or in connection with this offering, an appraisal was conducted in respect
of the related mortgaged property by an independent appraiser that was
state-certified and/or a Member of the Appraisal Institute or an update of an
existing appraisal was obtained. The resulting estimates of value are the basis
of the cut-off date loan-to-value ratios referred to in this prospectus
supplement. In some cases, the


                                      S-59



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

          The appraisals for certain of the mortgaged properties state a
"stabilized value" as well as an "as-is" value for such properties based on the
assumption that certain events will occur with respect to the re-tenanting,
renovation or other repositioning of such properties. The stabilized value is
presented as the Appraised Value in this prospectus supplement to the extent
stated in the notes titled "Footnotes to Appendix B and Appendix C".

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

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

          In addition, if the trust fund were to acquire one or more mortgaged
properties pursuant to a foreclosure or deed in lieu of foreclosure, upon
acquisition of those mortgaged properties, the trust may in certain
jurisdictions, particularly in New York and California, be required to pay state
or local transfer or excise taxes upon liquidation of such properties. Such
state or local taxes may reduce net proceeds available for distribution to the
series 2006-PWR12 certificateholders.

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

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

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


                                      S-60



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

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

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

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

          In addition, under the Federal Fair Housing Act, analogous statutes in
some states and regulations and guidelines issued pursuant to those laws, any
and all otherwise-available units in a multifamily apartment building must be
made available to any disabled person who meets the financial criteria generally
applied by the landlord, including implementing alterations and accommodations
in certain circumstances. The costs of this compliance may be high and the
penalties for noncompliance may be severe. Thus, these fair housing statutes,
regulations and guidelines present a risk of increased operating costs to the
borrowers under the pooled mortgage loans secured by multifamily apartment
buildings, which may reduce (perhaps significantly) amounts available for
payment on the related pooled mortgage loan.

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

          In the case of eight (8) mortgaged properties, with an aggregate
allocated loan amount representing 9.8% of the initial mortgage pool balance
(and 10.8% of the initial loan group 1 balance), the borrower's interest
consists solely, or in material part, of a leasehold or sub-leasehold interest
under a ground lease. These mortgaged properties consist of the mortgaged
properties identified on Appendix B to this prospectus supplement as 1675
Broadway, Titan-El Paso, 5399 Lauby Road Building, Sweetwater Square, Courtyard
Marriott Orlando, McMinnville Market Center, South Pointe Crossing and Canon
Plaza.

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

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

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


                                      S-61



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

CONDOMINIUM OR COOPERATIVE OWNERSHIP MAY LIMIT USE AND IMPROVEMENTS.

          With respect to certain of the pooled mortgage loans, the related
mortgaged property consists an interest of the related borrower in commercial
condominium or cooperative interests in buildings and/or other improvements
and/or land, and related interests in the common areas and the related voting
rights in the condominium association, or ownership interest in the cooperative.
The condominium or cooperative interests described above in some cases may
constitute less than a majority of such voting rights and/or may not entail an
ability to prevent adverse changes in the governing organizational document for
the condominium or cooperative entity. In the case of condominiums, a board of
managers generally has discretion to make decisions affecting the condominium
and there may be no assurance that the borrower under a mortgage loan secured by
one or more interests in that condominium will have any control over decisions
made by the related board of managers. Thus, decisions made by that board of
managers, including regarding assessments to be paid by the unit owners,
insurance to be maintained on the condominium and many other decisions affecting
the maintenance of that condominium, may have a significant impact on the
mortgage loans in the trust fund that are secured by mortgaged properties
consisting of such condominium interests. There can be no assurance that the
related board of managers will always act in the best interests of the borrower
under those mortgage loans. Further, due to the nature of condominiums, a
default on the part of the borrower with respect to such mortgaged properties
will not allow the applicable special servicer the same flexibility in realizing
on the collateral as is generally available with respect to commercial
properties that are not condominiums. The rights of other unit owners, the
documents governing the management of the condominium units and the state and
local laws applicable to condominium units must be considered. In addition, in
the event of a casualty with respect to the subject mortgaged property, due to
the possible existence of multiple loss payees on any insurance policy covering
such mortgaged property, there could be a delay in the allocation of related
insurance proceeds, if any. In the case of cooperatives, there is likewise no
assurance that the borrower under a mortgage loan secured by ownership interests
in the cooperative will have any control over decisions made by the
cooperative's board of directors, that such decisions may not have a significant
impact on the mortgage loans in the trust fund that are secured by mortgaged
properties consisting of cooperative interests or that the operation of the
property before or after any foreclosure will not be adversely affected by rent
control or rent stabilization laws. See "Risk Factors--Risks Related to Mortgage
Loans--Mortgage loans secured by cooperatively owned apartment buildings are
subject to the risk that tenant-shareholders of a cooperatively owned apartment
building will be unable to make the required maintenance payments" in the
accompanying prospectus. Consequently, servicing and realizing upon the
collateral described above could subject the series 2006-PWR12
certificateholders to a greater delay, expense and risk than with respect to a
mortgage loan secured by a commercial property that is not a condominium.

TENANCIES IN COMMON MAY HINDER RECOVERY.

          The seventeen (17) pooled mortgage loans secured by the mortgaged
properties identified on Appendix B to this prospectus supplement as Southdale
Office Centre, Reserve at Woodbridge, Mattress Discounters, Wadsworth Boulevard
Marketplace, 940 N Central, 770 East El Camino Real, Micron Building, Lindale
Crossing, Radisson Hotel - Kenosha, Security Central Storage, North Ranch Plaza,
Hidden Lakes Center, The Broadway Center, Bonita Commerce Center, City Mattress
Center, Petaluma Industrial Buildings and 10223 Sepulveda Boulevard, which
represent 2.1%, 0.9%, 0.6%, 0.6%, 0.5%, 0.4%, 0.4%, 0.3%, 0.3%, 0.2%, 0.2%,
0.2%, 0.2%, 0.2%, 0.1%, 0.1% and 0.1%, respectively, of the initial mortgage
pool balance (and, in the aggregate, 7.2% of the initial loan group 1 balance
and 9.2% of the initial loan group 2 balance), have borrowers that own the
related mortgaged properties as tenants in common. In general, with respect to a
tenant in common ownership structure, each tenant in common owns an undivided
share in the property and if such tenant in common desires to sell its interest
in the property (and is unable to find a buyer or otherwise needs to force a
partition), such tenant in common has the ability to request that a court order
a sale of the property and distribute the proceeds to each tenant in common
proportionally. As a result, if a borrower exercises such right of partition,
the related pooled mortgage loan may be subject to prepayment. In addition, the
tenant in common structure may cause delays in the enforcement of remedies
because each time a tenant in common borrower files for bankruptcy, the
bankruptcy court stay will be reinstated. In some cases, the related tenant in
common borrower waived its right to partition, reducing the risk of partition.
However, there can be no


                                      S-62



assurance that, if challenged, this waiver would be enforceable. In addition, in
some cases, the related pooled mortgage loan documents provide for full recourse
or personal liability for losses as to the related tenant in common borrower and
the guarantor or for the occurrence of an event of default under such pooled
loan documents if a tenant in common files for partition. In some cases, the
related borrower is a special purpose entity (in some cases bankruptcy remote),
reducing the risk of bankruptcy. There can be no assurance that a bankruptcy
proceeding by a single tenant in common borrower will not delay enforcement of
this pooled mortgage loan. Additionally, in some cases, subject to the terms of
the related mortgage loan documents, a borrower or a tenant-in-common borrower
may assign its interests to one or more tenant-in-common borrowers. Such change
to, or increase in, the number of tenant-in-common borrowers increases the risks
related to this ownership structure.

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

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

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

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

          The pooled mortgage loan secured by the mortgaged property identified
on Appendix B to this prospectus supplement as Guinea Grove Apartments,
representing 0.3% of the initial mortgage pool balance (and 2.7% of the initial
loan group 2 balance), is secured by a property located in the United States
Virgin Islands ("USVI") and is an obligation 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 this mortgage loan
will 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 this pooled mortgage
loans. In addition, in the event that the trust acquires the mortgaged property
securing such pooled mortgage loan, 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

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

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


                                      S-63



THE HURRICANES OF 2005.

          In August, September and October 2005, Hurricanes Katrina, Rita and
Wilma and related windstorms, floods and tornadoes caused extensive and
catastrophic physical damage in and to coastal and inland areas located in the
Gulf Coast region of the United States (parts of Texas, Louisiana, Mississippi
and Alabama), parts of Florida and certain other parts of the southeastern
United States. That damage, and the national, regional and local economic and
other effects of that damage, are not yet fully assessed or known, although the
mortgage loan sellers are not aware of material physical damage to the mortgaged
properties securing the respective pooled mortgage loans being sold by them.
Initial economic effects appeared to include nationwide decreases in oil
supplies and refining capacity, nationwide increases in gas prices and regional
interruptions in travel and transportation, tourism and economic activity
generally in some of the affected areas. It is not possible to determine the
extent to which these effects may be temporary or how long they may last. Other
temporary and/or long-term effects on national, regional and local economies,
securities, financial and real estate markets and spending or travel habits may
subsequently arise or become apparent in connection with the hurricanes and
their aftermath. Furthermore, there can be no assurance that displaced residents
of the affected areas will return, that the economies in the affected areas will
recover sufficiently to support income producing real estate at pre-storm levels
or that the costs of clean-up will not have a material adverse effect on the
national economy. Because standard hazard insurance policies generally do not
provide coverage for damage arising from floods and windstorms, property owners
in the affected areas may not be insured for the damage to their properties and,
in the aggregate, this may affect the timing and extent of local and regional
economic recovery.

ADDITIONAL RISKS.

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

              CAPITALIZED TERMS USED IN THIS PROSPECTUS SUPPLEMENT

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

                           FORWARD-LOOKING STATEMENTS

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

                               TRANSACTION PARTIES

THE ISSUING ENTITY

          The issuing entity with respect to the offered certificates will be
the Bear Stearns Commercial Mortgage Securities Trust 2006-PWR12 (the "Trust").
The Trust is a New York common law trust that will be formed on the closing date
pursuant to the series 2006-PWR12 pooling and servicing agreement. The only
activities that the Trust may perform are those set forth in the series
2006-PWR12 pooling and servicing agreement, which are generally limited to
owning and administering the mortgage loans and any REO Property, disposing of
defaulted mortgage loans and REO Property, issuing the certificates, making
distributions, providing reports to certificateholders and other activities
described in this prospectus supplement. Accordingly, the Trust may not issue
securities other than the certificates, or invest in securities, other than


                                      S-64



investing of funds in the certificate account and other accounts maintained
under the series 2006-PWR12 pooling and servicing agreement in certain
short-term high-quality investments. The Trust may not lend or borrow money,
except that the master servicers and the trustee may make advances of delinquent
principal and interest payments and servicing advances to the Trust, but only to
the extent the advancing party deems these advances to be recoverable from the
related mortgage loan. These advances are intended to provide liquidity, rather
than credit support. The series 2006-PWR12 pooling and servicing agreement may
be amended as set forth under "Description of the Offered
Certificates--Amendment of the Series 2006-PWR12 Pooling and Servicing
Agreement" in this prospectus supplement. The Trust administers the mortgage
loans through the trustee, the certificate administrator, the tax administrator,
the master servicers, the primary servicers and the special servicers. A
discussion of the duties of the trustee, the certificate administrator, the tax
administrator, the certificate registrar, the master servicers, the primary
servicers and the special servicers, including any discretionary activities
performed by each of them, is set forth under "--The Trustee," "--The
Certificate Administrator, Tax Administrator and Certificate Registrar," "--The
Master Servicers," and "--The Special Servicers" and "Servicing of the Mortgage
Loans Under the Series 2006-PWR12 Pooling and Servicing Agreement" in this
prospectus supplement.

          The only assets of the Trust other than the mortgage loans and any REO
Properties are the Certificate Account and other accounts maintained pursuant to
the series 2006-PWR12 pooling and servicing agreement and the short-term
investments in which funds in the Certificate Account and other accounts are
invested. The Trust has no present liabilities, but has potential liability
relating to ownership of the mortgage loans and any REO Properties, and the
other activities described in this prospectus supplement, and indemnity
obligations to the trustee, the certificate administrator, the master servicers
and the special servicers and similar parties under any pooling and servicing
agreement which governs the servicing of each pooled mortgage loan that is part
of a split loan structure. The fiscal year of the Trust is the calendar year.
The Trust has no executive officers or board of directors and acts through the
trustee, the certificate administrator, the master servicers, the primary
servicers and the special servicers.

          The depositor is contributing the mortgage loans to the Trust. The
depositor is purchasing the mortgage loans from the mortgage loan sellers, as
described in this prospectus supplement under "Description of the Mortgage
Pool--Assignment of the Pooled Mortgage Loans" and "--Representations and
Warranties."

          Since the Trust is a common law trust, it may not be eligible for
relief under the federal bankruptcy laws, unless it can be characterized as a
"business trust" for purposes of the federal bankruptcy laws. Bankruptcy courts
look at various considerations in making this determination, so predicting with
any certainty whether or not the trust would be characterized as a "business
trust" is not possible.

THE DEPOSITOR

          Bear Stearns Commercial Mortgage Securities Inc., the depositor, was
incorporated in the State of Delaware on April 20, 1987. Our principal executive
offices are located at 383 Madison Avenue, New York, New York 10179. Our
telephone number is (212) 272-2000. We do not have, nor is it expected in the
future that we will have, any significant assets and are not engaged in any
activities except those related to the securitization of assets.

          The depositor was formed for the purpose of acting as a depositor in
asset backed securities transactions. During the period from April 23, 2002 to
the cut-off date, the depositor acted as depositor with respect to commercial
and multifamily mortgage loan securitization transactions, in an aggregate
amount of approximately $19.0 billion. BSCMI has acted as a sponsor or
co-sponsor of these transactions and contributed a substantial portion of the
mortgage loans in such transactions, with the remainder having been contributed
by numerous other loan sellers. Bear Stearns Commercial Mortgage Securities Inc.
will have minimal ongoing duties with respect to the offered certificates and
the mortgage loans. The depositor's duties will include, without limitation, (i)
appointing a successor trustee in the event of the resignation or removal of the
trustee, (ii) providing information in its possession with respect to the
certificates to the tax administrator to the extent necessary to perform REMIC
tax administration, (iii) indemnifying the trustee, the tax administrator and
trust for any liability, assessment or costs arising from the depositor's bad
faith, negligence or malfeasance in providing such information, (iv)
indemnifying the trustee and the tax administrator against certain securities
laws liabilities, and (v) signing or to contracting with each master servicer,
as applicable, signing any annual report on Form 10-K, including the
certification therein required under the Sarbanes-Oxley Act, and any
distribution reports on Form 10-D and Current Reports on Form 8-K required to be
filed by the trust. The depositor is also required under the Underwriting
Agreement to indemnify the Underwriters for certain securities law liabilities.


                                      S-65



THE SPONSORS, MORTGAGE LOAN SELLERS AND ORIGINATORS

PRUDENTIAL MORTGAGE CAPITAL FUNDING, LLC

          Overview

          Prudential Mortgage Capital Funding, LLC ("PMCF"), a Delaware limited
liability company formed in 1997, is a sponsor of this transaction and one of
the mortgage loan sellers. Prudential Mortgage Capital Company, LLC ("PMCC"), an
affiliate of PMCF, originated and underwrote all of the mortgage loans sold by
PMCF to the depositor in this transaction, which represent 38.5% of the initial
mortgage pool balance.

          PMCF is a wholly-owned subsidiary of PMCC and is an affiliate of
Prudential Asset Resources, Inc., one of the master servicers in this
transaction. PMCF and PMCC's ultimate beneficial owner is Prudential Financial,
Inc. (NYSE: PRU). The principal offices of PMCF are located at Four Gateway
Center, 8th Floor, 100 Mulberry Street, Newark, New Jersey 07102. PMCF's
telephone number is (888) 263-6800. A significant aspect of PMCC's business is
the origination, underwriting and sale to PMCF of mortgage loans secured by
commercial and multifamily properties, which mortgage loans are in turn
primarily sold through CMBS securitizations.

          PMCF has been actively involved in the securitization of mortgage
loans since 1998. From January 1, 2003, through March 31, 2006, PMCC originated
for securitization approximately 550 mortgage loans, having a total original
principal amount of approximately $7.74 billion, which were assigned to PMCF,
and approximately $5.74 billion (this number includes several mortgage loans
originated in 2002) have been included in approximately 17 securitizations. In
connection with originating mortgage loans for securitization, PMCF and/or
certain of its affiliates also originate subordinate or mezzanine debt which is
generally not securitized. Of the $5.74 billion in mortgage loans originated by
PMCC and assigned to PMCF that have been included in securitizations since
January 1, 2003, approximately $295.60 million have been included in
securitizations in which an affiliate of PMCF was depositor, and $5.44 billion
have been included in securitizations in which an unaffiliated entity acted as
depositor. In its fiscal year ended December 31, 2005, PMCC originated and
assigned to PMCF approximately 226 mortgage loans for securitization, having an
aggregate principal balance of approximately $2.35 billion.

          The property types most frequently securing mortgage loans originated
by PMCC for securitization are office, retail, and multifamily properties.
However, PMCC also originates mortgage loans secured by industrial, self
storage, hospitality, manufactured housing, mixed-use and other types of
properties for its securitization program. States with the largest concentration
of mortgage loans have, in the past, included New York, California, and Texas;
however, each securitization may include other states with significant
concentrations.

          At origination of a mortgage loan, PMCC assigns the loan to PMCF
which, together with other sponsors or loan sellers, initiates the
securitization of these loans by transferring the loans to the depositor or
another entity that acts in a similar capacity as the depositor, which loans
will ultimately be transferred to the issuing entity for the related
securitization. In coordination with the underwriters selected for a particular
securitization, PMCF works with the Rating Agencies, loan sellers and servicers
in structuring the transaction. Multiple seller transactions in which PMCF has
participated to date as a mortgage loan seller include (i) the "IQ" program, in
which PMCF, Morgan Stanley Mortgage Capital Inc. ("MSMC") and other entities act
as sellers, and Morgan Stanley Capital I Inc., an affiliate of MSMC, acts as
depositor; and (ii) the "PWR" program, in which PMCF, Wells Fargo Bank and other
sellers act as sellers, and BSCMSI or an affiliate acts as depositor. Prior to
this transaction, PMCF sold approximately $612.20 million of mortgage loans
under the IQ program and approximately $4.66 billion of mortgage loans under the
PWR program.

          Prudential Asset Resources, Inc. ("PAR"), an affiliate of PMCF and
PMCC, a master servicer and a special servicer in this transaction, services the
mortgage loans on PMCF's behalf. See "--Master Servicers" in this prospectus
supplement.


                                      S-66



          PMCC's Underwriting Standards

          General. PMCC originates and underwrites loans through its offices in
Newark, New York City, McLean, Atlanta, Chicago, Dallas, San Francisco and Los
Angeles. All of the PMCC mortgage loans in this transaction were originated by
PMCC or an affiliate of PMCC, in each case, generally in accordance with the
underwriting guidelines described below. Each lending situation is unique,
however, and the facts and circumstances surrounding each mortgage loan, such as
the quality and location of the real estate collateral, the sponsorship of the
borrower and the tenancy of the collateral, will impact the extent to which the
general guidelines below are applied to a specific mortgage loan. These
underwriting guidelines are general, and there is no assurance that every
mortgage loan will comply in all respects with the guidelines.

          Mortgage Loan Analysis. The PMCC credit underwriting team for each
mortgage loan was comprised of PMCC real estate professionals. The underwriting
team for each mortgage loan is required to conduct a review of the related
property, generally including undertaking analyses of the appraisal, the
engineering report, the environmental report, the historical property operating
statements (to the extent available), current rent rolls, current and historical
real estate taxes, and a review of tenant leases. A limited examination of
certain key principals of borrower and, if the borrower is not a newly formed
special purpose entity, the borrower itself, is performed prior to approval of
the mortgage loan. This analysis includes a review of (i) available financial
statements (which are generally unaudited), (ii) third-party credit reports, and
(iii) judgment, lien, bankruptcy and pending litigation searches. The credit of
certain key tenants is also examined as part of the underwriting process.
Generally, a member of the PMCC underwriting team visits each property to
confirm the occupancy rates of the property, the overall quality of the
property, including its physical attributes, the property's market and the
utility of the property within the market. As part of its underwriting
procedures, PMCC also generally obtains the third party reports or other
documents described in this prospectus supplement under "Description of the
Mortgage Pool--Assessments of Property Value and Condition", "--Appraisals",
"--Environmental Assessments", "--Property Condition Assessments", "--Seismic
Review Process", and "--Zoning and Building Compliance".

          Loan Approval. All mortgage loans must be approved by a loan committee
that is generally comprised of PMCC professionals. As the size of the mortgage
loan increases, the composition of the applicable committee shifts from a
regional focus to one that requires involvement by senior officers and/or
directors of PMCC, its affiliates and its parent. The loan committee may approve
a mortgage loan as recommended, request additional due diligence, modify the
terms, or reject a mortgage loan.

          Debt Service Coverage Ratio and LTV Ratio. PMCC's underwriting
standards generally require a minimum debt service coverage ratio of 1.20x and a
maximum loan to value ratio of 80%. However, these requirements constitute
solely a guideline, and exceptions to these guidelines may be approved based on
the individual characteristics of a particular mortgage loan, such as the types
of tenants and leases at the applicable real property; the existence of
additional collateral such as reserves, letters of credit or guarantees; the
existence of subordinate or mezzanine debt; PMCC's projection of improved
property performance in the future; and other relevant factors.

          The debt service coverage ratio guidelines listed above are calculated
based on anticipated underwritten net cash flow at the time of origination.
Therefore, the debt service coverage ratio for each mortgage loan as reported
elsewhere in this prospectus supplement may differ from the amount calculated at
the time of origination. In addition, PMCC's underwriting guidelines generally
permit a maximum amortization period of 30 years. However, certain mortgage
loans may provide for interest-only payments prior to maturity, or for an
interest-only period during a portion of the term of the mortgage loan. See
"Description of the Mortgage Pool" in this prospectus supplement.

          Escrow Requirements. PMCC often requires a borrower to fund various
escrows for taxes and insurance, replacement reserves, capital expenses and/or
environmental remediation or monitoring, or, in some cases, requires such
reserves to be funded only following a triggering event, such as an event of
default under the related mortgage loan. PMCC may also require reserves for
deferred maintenance, re-tenanting expenses, and capital expenses, in some cases
only during periods when certain debt service coverage ratio tests are not
satisfied. In some cases, the borrower is permitted to post a letter of credit
or guaranty, or provide periodic evidence that the items for which the escrow or
reserve would have been established are being paid or addressed, in lieu of
funding a given reserve or escrow. PMCC conducts a case by case analysis to
determine the need for a particular escrow or reserve and, consequently, such
requirements may be modified and/or waived in connection with particular loans.


                                      S-67



          See Appendix B to obtain specific information on the escrow
requirements for the PMCC originated loans included in this transaction.

BEAR STEARNS COMMERCIAL MORTGAGE, INC.

          Overview

          Bear Stearns Commercial Mortgage, Inc., a New York corporation
("BSCMI") is a sponsor of this transaction and is one of the mortgage loan
sellers. BSCMI or an affiliate originated and underwrote all of the mortgage
loans sold to the depositor by it, which represent 20.3% of the initial mortgage
pool balance. BSCMI originates and underwrites loans through its New York City
and Los Angeles offices.

          BSCMI is a wholly-owned subsidiary of The Bear Stearns Companies Inc.
(NYSE: BSC) and an affiliate of Bear, Stearns & Co. Inc., one of the
underwriters. The principal offices of BSCMI are located at 383 Madison Avenue,
New York, New York 10179, and its telephone number is (212) 272-2000.

          BSCMI's primary business is the underwriting, origination and sale of
mortgage loans secured by commercial or multifamily properties. BSCMI sells the
great majority of the mortgage loans that it originates through commercial
mortgage backed securities ("CMBS") securitizations. BSCMI, with its commercial
mortgage lending affiliates and predecessors, began originating commercial
mortgage loans in 1995 and securitizing commercial mortgage loans in 1996. As of
January 1, 2006, the total amount of commercial mortgage loans originated by
BSCMI since 1995 was in excess of $29 billion, of which approximately $22
billion has been securitized. Of the approximately $22 billion of securitized
commercial mortgage loans, approximately $14 billion has been securitized by an
affiliate of BSCMI acting as depositor, and approximately $8 billion has been
securitized by unaffiliated entities acting as depositor. In its fiscal year
ended November 30, 2005, BSCMI originated approximately $10 billion of
commercial mortgage loans, of which approximately $3 billion was securitized by
an affiliate of BSCMI acting as depositor, and approximately $3 billion was
securitized by unaffiliated entities acting as depositor.

          BSCMI's annual commercial mortgage loan originations have grown from
approximately $65 million in 1995 to approximately $1 billion in 2000 and to
approximately $10 billion in 2005. The commercial mortgage loans originated by
BSCMI include both fixed and floating rate loans and both conduit loans and
large loans. BSCMI primarily originates loans secured by retail, office,
multifamily, hospitality, industrial and self storage properties, but also
originates loans secured by manufactured housing communities, theaters, land
subject to a ground lease and mixed use properties. BSCMI originates loans in
every state and in Puerto Rico and the U.S. Virgin Islands.

          As a sponsor, BSCMI originates mortgage loans and, either by itself or
together with other sponsors or loan sellers, initiates their securitization by
transferring the mortgage loans to a depositor, which in turn transfers them to
the issuing entity for the related securitization. In coordination with Bear,
Stearns & Co. Inc. and other underwriters, BSCMI works with Rating Agencies,
loan sellers and servicers in structuring the securitization transaction. BSCMI
acts as sponsor, originator or mortgage loan seller both in transactions in
which it is the sole sponsor and mortgage loan seller as well as in transactions
in which other entities act as sponsor and/or mortgage loan seller. Multiple
seller transactions in which BSCMI has participated to date include each of the
prior series of certificates issued under the "TOP" program, in which BSCMI,
Wells Fargo Bank, National Association, Principal Commercial Funding, LLC and
Morgan Stanley Mortgage Capital Inc. generally are mortgage loan sellers and
sponsors, and the depositor and Morgan Stanley Capital I Inc., which is an
affiliate of Morgan Stanley Mortgage Capital Inc., have alternately acted as
depositor and the "PWR" program, in which BSCMI, Prudential Mortgage Capital
Funding, LLC, Wells Fargo Bank, National Association, Principal Commercial
Funding, LLC and Nationwide Life Insurance Company generally are mortgage loan
sellers, and the depositor and Bear Stearns Commercial Mortgage Securities II
Inc. act as depositor. As of January 1, 2006, BSCMI securitized approximately $5
billion of commercial mortgage loans through the TOP program and approximately
$5 billion of commercial mortgage loans through the PWR program.

          Neither BSCMI nor any of its affiliates acts as servicer of the
commercial mortgage loans in its securitizations. Instead, BSCMI sells the right
to be appointed servicer of its securitized mortgage loans to rating-agency
approved servicers, including Wells Fargo Bank, National Association, a master
servicer in this transaction, and Bank of America, N.A.


                                      S-68



          BSCMI's Underwriting Standards

          General. All of the BSCMI mortgage loans were originated by BSCMI or
an affiliate of BSCMI, in each case, generally in accordance with the
underwriting criteria summarized below. Each lending situation is unique,
however, and the facts and circumstance surrounding the mortgage loan, such as
the quality, tenancy and location of the real estate collateral and the
sponsorship of the borrower, will impact the extent to which the general
criteria are applied to a specific mortgage loan. The underwriting criteria are
general, and we cannot assure you that every mortgage loan will comply in all
respects with the criteria.

          Mortgage Loan Analysis. The BSCMI credit underwriting team for each
mortgage loan is comprised of real estate professionals from BSCMI. The
underwriting team for each mortgage loan is required to conduct an extensive
review of the related mortgaged property, including an analysis of the
appraisal, engineering report, environmental report, historical property
operating statements, rent rolls, current and historical real estate taxes, and
a review of tenant leases. The review includes a market analysis which focuses
on supply and demand trends, rental rates and occupancy rates. The credit and
background of the borrower and certain key principals of the borrower are
examined prior to approval of the mortgage loan. This analysis includes a review
of historical financial statements (which are generally unaudited), historical
income tax returns of the borrower and its principals, third-party credit
reports, judgment, lien, bankruptcy and pending litigation searches. Borrowers
generally are required to be special purpose entities. The credit of key tenants
is also examined as part of the underwriting process. A member of the BSCMI
underwriting team visits and inspects each property to confirm occupancy rates
and to analyze the property's market and utility within the market.

          Loan Approval. Prior to commitment, all mortgage loans must be
approved by a loan committee comprised of senior real estate professionals from
BSCMI and its affiliates. The loan committee may either approve a mortgage loan
as recommended, request additional due diligence, modify the terms or reject a
mortgage loan.

          Debt Service Coverage Ratio and LTV Ratio. BSCMI's underwriting
criteria generally require the following minimum debt service coverage ratios
and maximum loan to value ratios for each indicated property type:

PROPERTY TYPE                    DSCR GUIDELINE   LTV RATIO GUIDELINE
------------------------------   --------------   -------------------
Multifamily                           1.20x               80%
Office                                1.25x               75%
Anchored Retail                       1.20x               80%
Unanchored Retail                     1.30x               75%
Self storage                          1.30x               75%
Hotel                                 1.40x               70%
Industrial                            1.25x               70%
Manufactured Housing Community        1.25x               75%

          Debt service coverage ratios are calculated based on anticipated
underwritten net cash flow at the time of origination. Therefore, the debt
service coverage ratio for each mortgage loan as reported elsewhere in this
prospectus supplement may differ from the amount determined at the time of
origination.

          Escrow Requirements. BSCMI generally requires a borrower to fund
various escrows for taxes and insurance, replacement reserves and capital
expenses. Generally, the required escrows for mortgage loans originated by BSCMI
are as follows:

          Taxes and Insurance-Typically, a pro rated initial deposit and monthly
deposits equal to 1/12 of the annual property taxes (based on the most recent
property assessment and the current millage rate) and annual property insurance
premium.

          Replacement Reserves-Monthly deposits generally based on the greater
of the amount recommended pursuant to a building condition report prepared for
BSCMI or the following minimum amounts:


                                      S-69



PROPERTY TYPE                    RESERVE GUIDELINE
------------------------------   -----------------
Multifamily                      $250 per unit
Office                           $0.20 per square foot
Retail                           $0.15 per square foot
Self storage                     $0.15 per square foot
Hotel                            5% of gross revenue
Industrial                       $0.10 - $0.15 per square foot
Manufactured Housing Community   $50 per pad

          Deferred Maintenance/Environmental Remediation-An initial deposit,
upon funding of the mortgage loan, in an amount generally equal to 125% of the
estimated costs of the recommended substantial repairs or replacements pursuant
to the building condition report completed by a licensed engineer and the
estimated costs of environmental remediation expenses as recommended by an
independent environmental assessment.

          Re-tenanting-In some cases major leases expire within the mortgage
loan term. To mitigate this risk, special reserves may be funded either at
closing and/or during the mortgage loan term to cover certain anticipated
leasing commissions or tenant improvement costs which may be associated with
re-leasing the space occupied by these tenants.

WELLS FARGO BANK, NATIONAL ASSOCIATION

          Wells Fargo Bank, National Association, a national banking association
("Wells Fargo Bank"), is a sponsor of this transaction and is one of the
mortgage loan sellers. Wells Fargo Bank originated and underwrote all of the
mortgage loans it is selling to us, which represent 20.3% of the initial
mortgage pool balance.

          Wells Fargo Bank is a wholly-owned subsidiary of Wells Fargo & Company
(NYSE: WFC). The principal office of Wells Fargo Bank's commercial mortgage
origination division is located at 45 Fremont Street, 9th Floor, San Francisco,
California 94105, and its telephone number is (415) 396-7697. Wells Fargo Bank
is engaged in a general consumer banking, commercial banking, and trust
business, offering a wide range of commercial, corporate, international,
financial market, retail and fiduciary banking services. Wells Fargo Bank is a
national banking association chartered by the Office of the Comptroller of the
Currency (the "OCC") and is subject to the regulation, supervision and
examination of the OCC.

          Wells Fargo Bank's Commercial Mortgage Securitization Program

          Wells Fargo Bank has been active as a participant in securitizations
of commercial and multifamily mortgage loans since 1995. Wells Fargo Bank
originates commercial and multifamily mortgage loans and, together with other
mortgage loan sellers and sponsors, participates in the securitization of such
mortgage loans by transferring them to an unaffiliated securitization depositor
and participating in structuring decisions. Multiple mortgage loan seller
transactions in which Wells Fargo Bank has participated include the "TOP"
program in which the depositor and Morgan Stanley Capital I Inc. have
alternately acted as depositor, the "PWR" program in which the depositor and the
BSCMSI II Depositor act as depositor and the "HQ" and "LIFE" programs in which
Morgan Stanley Capital I Inc. acts as depositor.

          Between the inception of its commercial mortgage securitization
program in 1995 and December 31, 2005, Wells Fargo Bank originated approximately
2,966 fixed rate commercial and multifamily mortgage loans with an aggregate
original principal balance of approximately $14.6 billion, which were included
in approximately 42 securitization transactions. The properties securing these
loans include multifamily, office, retail, industrial, hospitality, manufactured
housing and self storage properties. Wells Fargo Bank and certain of its
affiliates also originate other commercial and multifamily mortgage loans that
are not securitized, including subordinated and mezzanine loans. In the year
ended December 31, 2005, Wells Fargo Bank originated and securitized commercial
and multifamily mortgage loans with an aggregate original principal balance of
approximately $3.9 billion, all of which were included in securitization
transactions in which an unaffiliated entity acted as depositor.


                                      S-70



          Servicing

          Wells Fargo Bank services the mortgage loans that it originates, and
is acting as one of the master servicers in this transaction. See "--Master
Servicers" in this prospectus supplement. Wells Fargo Bank is also acting as
certificate administrator, certificate registrar and tax administrator in this
transaction.

          Underwriting Standards

          Wells Fargo Bank generally underwrites commercial and multifamily
mortgage loans originated for securitization in accordance with the underwriting
criteria described below. Each lending situation is unique, however, and the
facts and circumstances surrounding a particular mortgage loan, such as the
quality, location and tenancy of the mortgaged property and the sponsorship of
the borrower, will impact the extent to which the underwriting criteria are
applied to that mortgage loan. The underwriting criteria are general guidelines,
and in many cases exceptions to one or more of the criteria may be approved.
Accordingly, no representation is made that each mortgage loan originated by
Wells Fargo Bank will comply in all respects with the underwriting criteria.

          An underwriting team comprised of real estate professionals conducts a
review of the mortgaged property related to each loan, generally including an
analysis of historical property operating statements, if available, rent rolls,
current and historical real estate taxes, and tenant leases. The borrower and
certain key principals of the borrower are reviewed for financial strength and
other credit factors, generally including financial statements (which are
generally unaudited), third-party credit reports, and judgment, lien, bankruptcy
and pending litigation searches. Depending on the type of the mortgaged property
and other factors, the credit of key tenants also may also be reviewed. Each
mortgaged property is generally inspected to ascertain its overall quality,
competitiveness, physical attributes, neighborhood, market, accessibility,
visibility and demand generators. Wells Fargo Bank generally obtains the third
party reports or other documents described in this prospectus supplement under
"Description of the Mortgage Pool-Assessments of Property Value and Condition,"
"-Appraisals," "--Environmental Assessments," "--Property Condition
Assessments," "--Seismic Review Process," and "--Zoning and Building Code
Compliance."

          A loan committee of senior real estate professionals reviews each
proposed mortgage loan before a commitment is made. The loan committee may
approve or reject a proposed loan, or may approve it subject to modifications or
satisfaction with additional due diligence.

          Debt Service Coverage Ratio and LTV Ratio. Wells Fargo Bank's
underwriting criteria generally require a minimum debt service coverage ratio of
1.20x and a maximum loan-to-value ratio of 80%. However, as noted above, these
criteria are general guidelines, and exceptions to them may be approved based on
the characteristics of a particular mortgage loan. For example, Wells Fargo Bank
may originate a mortgage loan with a lower debt service coverage ratio or a
higher loan-to-value ratio based on relevant factors such as the types of
tenants and leases at the mortgaged property or additional credit support such
as reserves, letters of credit or guarantees. In addition, with respect to
certain mortgage loans originated by Wells Fargo Bank or its affiliates there
may exist subordinate debt secured by the related mortgaged property and/or
mezzanine debt secured by direct or indirect ownership interests in the
borrower. Such mortgage loans may have a lower debt service coverage ratio, and
a higher loan-to-value ratio, if such subordinate or mezzanine debt is taken
into account.

          For purposes of the underwriting criteria, Wells Fargo Bank calculates
the debt service coverage ratio for each mortgage loan on the basis of
underwritten net cash flow at loan origination. Therefore, the debt service
coverage ratio for each mortgage loan as reported in this prospectus supplement
and Appendix B hereto may differ from the ratio for such mortgage loan
calculated at the time of origination. In addition, Wells Fargo Bank's
underwriting criteria generally permit a maximum amortization period of 30
years. However, certain mortgage loans may provide for interest-only payments
prior to maturity, or for an interest-only period during a portion of the term
of the mortgage loan. See "Description of the Mortgage Pool" in this prospectus
supplement.

          Escrow Requirements. Wells Fargo Bank may require a borrower to fund
escrows or reserves for taxes and insurance or, in some cases, requires such
escrows or reserves to be funded only upon a triggering event, such as an event
of default under the related mortgage loan. Wells Fargo Bank may also require a
borrower to fund escrows or reserves for other purposes such as deferred
maintenance, re-tenanting expenses and capital expenditures, in some cases only
during periods when certain debt service coverage ratios are not satisfied. In
some cases, in lieu of funding an escrow or reserve, the


                                      S-71



borrower is permitted to post a letter of credit or guaranty, or provide
periodic evidence that the items for which the escrow or reserve would have been
established are being paid or addressed. Wells Fargo Bank reviews the need for a
particular escrow or reserve on a loan-by-loan basis and does not require
escrows or reserves to be funded for each mortgage loan.

PRINCIPAL COMMERCIAL FUNDING II, LLC

          Principal Commercial Funding II, LLC ("PCFII") a Delaware limited
liability company formed in 2005, is a sponsor of this transaction and one of
the mortgage loan sellers. PCFII is an entity owned jointly by U.S. Bank
National Association ("USB"), a subsidiary of U.S. Bancorp (NYSE:USB) and
Principal Commercial Funding, LLC ("PCF"), a subsidiary of Principal Global
Investors, LLC ("PGI") which is a wholly owned subsidiary of Principal Life
Insurance Company. Principal Life Insurance Company is a wholly-owned subsidiary
of Principal Financial Services, Inc., which is wholly-owned by Principal
Financial Group (NYSE: PFG). The principal offices of PCFII are located at 801
Grand Avenue, Des Moines, Iowa 50392, telephone number (515) 248-3944.

          PCFII's principal business is the underwriting, origination and sale
of mortgage loans secured by commercial and multifamily properties, which
mortgage loans are in turn primarily sold into securitizations. PCF or USB have
sourced all of the mortgage loans PCFII is selling in this transaction, which
represent 10.2% of the initial mortgage pool balance.

          Principal Commercial Funding II, LLC's Commercial Real Estate
Securitization Program

          In 2006, PCFII began participating in the securitization of mortgage
loans. PCFII sources mortgage loans through its owners, PCF and USB. PCF and its
affiliates underwrite the mortgage loans for PCFII. PCFII, with the other
mortgage loan sellers, participates in the securitization of such mortgage loans
by transferring the mortgage loans to a securitization depositor or another
entity that acts in a similar capacity. Multiple mortgage loan seller
transactions in which PCF has and in which PCFII is anticipating to participate
in include the "TOP" program in which Bear Stearns Commercial Mortgage
Securities Inc. and Morgan Stanley Capital I Inc. have alternately acted as
depositor, the "PWR" program in which Bear Stearns Commercial Mortgage
Securities Inc. acts as depositor and the "IQ" and "HQ" programs in which Morgan
Stanley Capital I Inc. has acted as depositor.

          Since the inception of PCF's mortgage loan securitization program in
1998, the total amount of commercial and multifamily mortgage loans originated
by PCF and/or PCFII that have been included in securitizations as of March 31,
2006, was approximately $7.8 billion. As of such date, these securitized loans
included approximately 1,173 mortgage loans, all of which were fixed rate and
which have been included in approximately 33 securitizations. In connection with
originating mortgage loans for securitization, certain of PCFII's affiliates
also originate subordinate or mezzanine debt which is generally not securitized.
In its fiscal year ended December 31, 2005, PCF and/or PCFII originated and
securitized approximately $2.2 billion of commercial and multifamily mortgage
loans, all of which were included in securitizations in which an unaffiliated
entity acted as depositor. PCF's and/or PCFII's total securitizations have grown
from approximately $337.7 million in 1999 to approximately $2.2 billion in 2005.

          The mortgage loans originated for PCFII include fixed rate conduit
loans. PCFII's conduit loan program (which is the program under which PCFII's
mortgage loans being securitized in this transaction were originated), will also
sometimes originate large loans to be securitized within conduit issuances. The
mortgage loans originated for PCFII are secured by multifamily, office, retail,
industrial, hotel, manufactured housing and self storage properties.

          Servicing

          Principal Global Investors, LLC, an affiliate of PCF and PCFII,
services all of the commercial mortgage loans originated for PCF and PCFII for
securitization. Additionally, PGI is the primary servicer for the mortgage loans
sold by PCF and PCFII in this transaction. See "Transactions Parties--Primary
Servicer" in this prospectus supplement.

          Underwriting Standards

          PCFII's mortgage loans originated for securitization are underwritten
by PCF and its affiliates, and, in each case, will generally be originated in
accordance with the underwriting criteria described below. Each lending
situation is unique, however, and the facts and circumstance surrounding the
mortgage loan, such as the quality and location of the real estate


                                      S-72



collateral, the sponsorship of the borrower and the tenancy of the collateral,
will impact the extent to which the general guidelines below are applied to a
specific mortgage loan. The underwriting criteria are general, and in many cases
exceptions may be approved to one or more of these guidelines. Accordingly, no
representation is made that every mortgage loan will comply in all respects with
the criteria set forth below.

          The credit underwriting team for each mortgage loan is comprised of
real estate professionals. The underwriting team for each mortgage loan is
required to conduct a review of the related mortgaged property, generally
including an analysis of the historical property operating statements, if
available, rent rolls, current and historical real estate taxes, and a review of
tenant leases. The review includes a market analysis which focuses on supply and
demand trends, rental rates and occupancy rates. The credit of the borrower and
certain key principals of the borrower are examined for financial strength and
character prior to approval of the mortgage loan. This analysis generally
includes a review of financial statements (which are generally unaudited),
third-party credit reports, judgment, lien, bankruptcy and pending litigation
searches. Depending on the type of real property collateral involved and other
relevant circumstances, the credit of key tenants also may be examined as part
of the underwriting process. Generally, a member of the underwriting team (or
someone on its behalf), visits the property for a site inspection to ascertain
the overall quality and competitiveness of the property, including its physical
attributes, neighborhood and market, accessibility and visibility and demand
generators. As part of its underwriting procedures, the third party reports or
other documents described in this prospectus supplement under "Description of
the Mortgage Pool--Assessments of Property Value and Condition," "--Appraisals,"
"--Environmental Assessments," "--Property Condition Assessments," "--Seismic
Review Process," and "--Zoning and Building Code Compliance" are generally
obtained.

          All mortgage loans must be approved by a loan committee comprised of
senior real estate professionals. The loan committee may either approve a
mortgage loan as recommended, request additional due diligence, modify the
terms, or reject a mortgage loan.

          Debt Service Coverage Ratio and Loan-to-Value Ratio. The underwriting
standards for PCFII's mortgage loans generally require a minimum debt service
coverage ratio of 1.20x and maximum loan-to-value ratio of 80%. However, these
requirements constitute solely a guideline, and exceptions to these guidelines
may be approved based on the individual characteristics of a mortgage loan. For
example, a mortgage loan originated for PCFII may have a lower debt service
coverage ratio or higher loan-to-value ratio based on the types of tenants and
leases at the subject real property, the taking of additional collateral such as
reserves, letters of credit and/or guarantees, real estate professional's
judgment of improved property performance in the future and/or other relevant
factors. In addition, with respect to certain mortgage loans originated for
PCFII, there may exist subordinate debt secured by the related mortgaged
property and/or mezzanine debt secured by direct or indirect ownership interests
in the borrower. Such mortgage loans may have a lower debt service coverage
ratio, and a higher loan-to-value ratio, if such subordinate or mezzanine debt
is taken into account.

          The debt service coverage ratio guidelines set forth above are
calculated based on underwritten net cash flow at origination. Therefore, the
debt service coverage ratio for each mortgage loan as reported in this
prospectus supplement and Appendix B hereto may differ from the amount
calculated at the time of origination. In addition, PCFII's underwriting
guidelines generally permit a maximum amortization period of 30 years. However,
certain mortgage loans may provide for interest-only payments prior to maturity,
or for an interest-only period during a portion of the term of the mortgage
loan. See "Description of the Mortgage Pool" in this prospectus supplement.

          Escrow Requirements. PCFII borrowers are often required to fund
various escrows for taxes and insurance or, in some cases, requires such
reserves to be funded only upon a triggering event, such as an event of default
under the related mortgage loan. Additional reserves may be required for
deferred maintenance, re-tenanting expenses and capital expenses, in some cases
only during periods when certain debt service coverage ratio tests are not
satisfied. In some cases, the borrower is permitted to post a letter of credit
or guaranty, or provide periodic evidence that the items for which the escrow or
reserve would have been established are being paid or addressed, in lieu of
funding a given reserve or escrow. Case-by-case analysis is done to determine
the need for a particular escrow or reserve. Consequently, the aforementioned
escrows and reserves are not established for every multifamily and commercial
mortgage loan originated for PCFII.

          The information set forth in this prospectus supplement concerning the
sponsors has been provided by them.


                                      S-73



PRINCIPAL COMMERCIAL FUNDING, LLC

          Principal Commercial Funding, LLC ("PCF") a Delaware limited liability
company formed in 1998, is a sponsor of this transaction and one of the mortgage
loan sellers. PCF is a wholly owned subsidiary of Principal Global Investors,
LLC, which is a wholly owned subsidiary of Principal Life Insurance Company.
Principal Life Insurance Company is a wholly-owned subsidiary of Principal
Financial Services, Inc., which is wholly-owned by Principal Financial Group
(NYSE: PFG). The principal offices of PCF are located at 801 Grand Avenue, Des
Moines, Iowa 50392, telephone number (515) 248-3944.

          PCF's principal business is the underwriting, origination and sale of
mortgage loans secured by commercial and multifamily properties, which mortgage
loans are in turn primarily sold into securitizations. PCF or an affiliate of
PCF originated all of the mortgage loans it is selling to us, which represent
5.7% of the initial mortgage pool balance.

          Principal Commercial Funding, LLC's Commercial Real Estate
Securitization Program

          PCF has been active as a participant in securitizations of commercial
mortgage loans since 1999. PCF originates mortgage loans and either by itself or
together with other mortgage loan sellers, participates in the securitization of
such mortgage loans by transferring the mortgage loans to a securitization
depositor or another entity that acts in a similar capacity. Multiple mortgage
loan seller transactions in which PCF has participated in to date include the
"TOP" program in which the depositor and Morgan Stanley Capital I Inc. have
alternately acted as depositor, the "PWR" program in which the depositor and the
BSCMSI II Depositor act as depositor and the "IQ", "HQ" and "LIFE" programs in
which Morgan Stanley Capital I Inc. has acted as depositor.

          As of March 31, 2006, the total amount of commercial and multifamily
mortgage loans originated by PCF and included in securitizations since the
inception of its commercial mortgage securitization program in 1998 was
approximately $7.8 billion (the "PCF Securitized Loans"). As of such date, the
PCF Securitized Loans included approximately 1,173 mortgage loans, all of which
were fixed rate, which have been included in approximately 33 securitizations.
In connection with originating commercial mortgage loans for securitization, PCF
and/or certain of PCF's affiliates also originate subordinate or mezzanine debt
which is generally not securitized. In its fiscal year ended December 31, 2005,
PCF originated and securitized approximately $2.2 billion of commercial and
multifamily mortgage loans, all of which were included in securitizations in
which an unaffiliated entity acted as depositor. PCF's total securitizations
have grown from approximately $337.7 million in 1999 to approximately $2.2
billion in 2005.

          The commercial mortgage loans originated by PCF include fixed rate
conduit loans. PCF's conduit loan program (which is the program under which PCF
originated the mortgage loans that will be deposited into the transaction
described in this prospectus supplement), also sometimes originates large loans
which have been securitized within conduit issuances. PCF originates commercial
mortgage loans secured by multifamily, office, retail, industrial, hotel,
manufactured housing and self storage properties.

          Servicing

          Principal Global Investors, LLC, an affiliate of PCF and PCFII,
services all of the commercial mortgage loans originated for PCF and PCFII for
securitization. Additionally, PGI is the primary servicer for the mortgage loans
sold by PCF and PCFII in this transaction. See "Transactions Parties--Primary
Servicer" in this prospectus supplement.

          Underwriting Standards

          Conduit mortgage loans originated for securitization by PCF or an
affiliate of PCF in each case, will generally be originated in accordance with
the underwriting criteria described below. Each lending situation is unique,
however, and the facts and circumstance surrounding the mortgage loan, such as
the quality and location of the real estate collateral, the sponsorship of the
borrower and the tenancy of the collateral, will impact the extent to which the
general guidelines below are applied to a specific mortgage loan. The
underwriting criteria are general, and in many cases exceptions may be approved
to one or more of these guidelines. Accordingly, no representation is made that
every mortgage loan will comply in all respects with the criteria set forth
below.


                                      S-74



          The credit underwriting team for each mortgage loan is comprised of
real estate professionals of PCF and certain of its affiliates. The underwriting
team for each mortgage loan is required to conduct a review of the related
mortgaged property, generally including an analysis of the historical property
operating statements, if available, rent rolls, current and historical real
estate taxes, and a review of tenant leases. The review includes a market
analysis which focuses on supply and demand trends, rental rates and occupancy
rates. The credit of the borrower and certain key principals of the borrower are
examined for financial strength and character prior to approval of the mortgage
loan. This analysis generally includes a review of financial statements (which
are generally unaudited), third-party credit reports, judgment, lien, bankruptcy
and pending litigation searches. Depending on the type of real property
collateral involved and other relevant circumstances, the credit of key tenants
also may be examined as part of the underwriting process. Generally, a member of
the underwriting team (or someone on its behalf), visits the property for a site
inspection to ascertain the overall quality and competitiveness of the property,
including its physical attributes, neighborhood and market, accessibility and
visibility and demand generators. As part of its underwriting procedures, PCF
also generally obtains the third party reports or other documents described in
this prospectus supplement under "Description of the Mortgage Pool--Assessments
of Property Value and Condition," "--Appraisals," "--Environmental Assessments,"
"--Property Condition Assessments," "--Seismic Review Process," and "--Zoning
and Building Code Compliance."

          Prior to commitment, all mortgage loans must be approved by a loan
committee comprised of senior real estate professionals from PCF and its
affiliates. The loan committee may either approve a mortgage loan as
recommended, request additional due diligence, modify the terms, or reject a
mortgage loan.

          Debt Service Coverage Ratio and Loan-to-Value Ratio. PCF's
underwriting standards generally require a minimum debt service coverage ratio
of 1.20x and maximum loan-to-value ratio of 80%. However, these requirements
constitute solely a guideline, and exceptions to these guidelines may be
approved based on the individual characteristics of a mortgage loan. For
example, PCF or its affiliates may originate a mortgage loan with a lower debt
service coverage ratio or higher loan-to-value ratio based on the types of
tenants and leases at the subject real property, the taking of additional
collateral such as reserves, letters of credit and/or guarantees, PCF's judgment
of improved property performance in the future and/or other relevant factors. In
addition, with respect to certain mortgage loans originated by PCF or its
affiliates there may exist subordinate debt secured by the related mortgaged
property and/or mezzanine debt secured by direct or indirect ownership interests
in the borrower. Such mortgage loans may have a lower debt service coverage
ratio, and a higher loan-to-value ratio, if such subordinate or mezzanine debt
is taken into account.

          The debt service coverage ratio guidelines set forth above are
calculated based on underwritten net cash flow at origination. Therefore, the
debt service coverage ratio for each mortgage loan as reported in this
prospectus supplement and Appendix B hereto may differ from the amount
calculated at the time of origination. In addition, PCF's underwriting
guidelines generally permit a maximum amortization period of 30 years. However,
certain mortgage loans may provide for interest-only payments prior to maturity,
or for an interest-only period during a portion of the term of the mortgage
loan. See "Description of the Mortgage Pool" in this prospectus supplement.

          Escrow Requirements. PCF often requires a borrower to fund various
escrows for taxes and insurance or, in some cases, requires such reserves to be
funded only upon a triggering event, such as an event of default under the
related mortgage loan. PCF may also require reserves for deferred maintenance,
re-tenanting expenses and capital expenses, in some cases only during periods
when certain debt service coverage ratio tests are not satisfied. In some cases,
the borrower is permitted to post a letter of credit or guaranty, or provide
periodic evidence that the items for which the escrow or reserve would have been
established are being paid or addressed, in lieu of funding a given reserve or
escrow. PCF conducts a case-by-case analysis to determine the need for a
particular escrow or reserve. Consequently, the aforementioned escrows and
reserves are not established for every multifamily and commercial mortgage loan
originated by PCF.

          The information set forth in this prospectus supplement concerning the
sponsors has been provided by them.

NATIONWIDE LIFE INSURANCE COMPANY

          Nationwide Life Insurance Company ("Nationwide Life"), an Ohio
corporation, is a sponsor of this transaction and one of the mortgage loan
sellers. Nationwide Life is a provider of long-term savings and retirement
products in the United States and is a wholly-owned subsidiary of Nationwide
Financial Services, Inc. ("Nationwide Financial"), a large diversified financial
and insurance services provider in the United States. Nationwide Financial had
assets of approximately $117 billion


                                      S-75



(unaudited) as of March 31, 2006. The principal offices of Nationwide Life are
located at One Nationwide Plaza, Columbus, Ohio 43215. Nationwide Life
originated all of the mortgage loans it is selling to us, which represent 5.0%
of the initial mortgage pool balance.

          Nationwide Financial's real estate investment department originated
approximately $2.9 billion in commercial mortgage loans in 2005, has averaged
over $2.0 billion in commercial mortgage loan originations per year over the
past five years and currently manages over $11.8 billion of mortgage loans for
Nationwide Life, its affiliates and third party participants. Nationwide Life
acts as primary servicer for the mortgage loans sold to a securitization by
Nationwide Life. Nationwide Life has financial strength ratings of "Aa3", "AA-"
and "A+" from Moody's, S&P and A.M. Best, respectively.

          Nationwide Life's Commercial Real Estate Securitization Program

          Nationwide Life has been active as a participant in securitizations of
commercial mortgage loans since 2001. Nationwide Life originates commercial and
multifamily mortgage loans and, together with other mortgage loan sellers and
sponsors, participates in the securitization of such mortgage loans by
transferring them to an unaffiliated securitization depositor and participating
in structuring decisions. Multiple mortgage loan seller transactions in which
Nationwide Life has participated include the "PWR" program in which Bear Stearns
Commercial Mortgage Securities Inc. and Bear Stearns Commercial Mortgage
Securities II Inc. have acted as depositor and the "IQ" program in which Morgan
Stanley Capital I Inc. acts as depositor.

          As of March 31, 2006, the total amount of commercial and multifamily
mortgage loans originated by Nationwide Life and included in securitizations
since the inception of its commercial mortgage securitization program in 2001
was approximately $1.2 billion (the "Nationwide Life Securitized Loans"). As of
such date, the Nationwide Life Securitized Loans included approximately 139
mortgage loans, all of which were fixed rate, which have been included in
approximately 12 securitizations. The properties securing these loans include
multifamily, office, retail, industrial, and hospitality properties. Nationwide
Life and certain of its affiliates also originate other commercial and
multifamily mortgage loans that are not securitized, including subordinated and
mezzanine loans. In the year ended December 31, 2005, Nationwide Life originated
and securitized commercial and multifamily mortgage loans with an aggregate
original principal balance of approximately $402 million, all of which were
included in securitization transactions in which an unaffiliated entity acted as
depositor.

          Servicing

          Nationwide Life is a primary servicer in this transaction. See
"Transactions Parties--Primary Servicer" in this prospectus supplement.

          Underwriting Standards

          Mortgage loans originated for securitization by Nationwide Life or an
affiliate of Nationwide Life in each case, will generally be originated in
accordance with the underwriting criteria described below. Each lending
situation is unique, however, and the facts and circumstance surrounding the
mortgage loan, such as the quality, type and location of the real property
collateral, the sponsorship of the borrower and the tenancy of the collateral,
will impact the extent to which the general guidelines below are applied to a
specific mortgage loan. The underwriting criteria are general, and in many cases
exceptions may be approved to one or more of these guidelines. Accordingly, no
representation is made that every mortgage loan will comply in all respects with
the criteria set forth below.

          The credit underwriting team for each proposed mortgage loan
investment is comprised of real estate professionals of Nationwide Life and
certain of its affiliates. The underwriting team for each proposed mortgage loan
investment is required to conduct a review of the related collateral property,
generally including an analysis of the historical property operating statements,
if available, rent rolls, current and historical real estate taxes, and a review
of tenant leases. The review includes a market analysis which focuses on supply
and demand trends, rental rates and occupancy rates. The credit of the borrower
and certain key principals of the borrower are examined for financial strength
and character prior to approval of the proposed mortgage loan investment. This
analysis generally includes a review of financial statements (which are
generally unaudited), third-party credit reports, and judgment, lien, bankruptcy
and pending litigation searches. Depending on the type of real property
collateral involved and other relevant circumstances, the financial strength of
key tenants also may be examined as part of the underwriting process. Generally,
a member of the underwriting team (or someone on its behalf),


                                      S-76



visits the property for a site inspection to ascertain the overall quality and
competitiveness of the property, including its physical attributes, neighborhood
and market, accessibility, visibility and other demand generators. As part of
its underwriting procedures, Nationwide Life also generally obtains the third
party reports or other documents such as environmental assessments and
engineering reports.

          Prior to commitment, all proposed mortgage loan investments must be
approved by a loan committee comprised of senior real estate professionals from
Nationwide Life and its affiliates. The loan committee may either approve a
mortgage loan as recommended, request additional due diligence, modify the terms
of the proposed mortgage loan investment, or reject the proposed mortgage loan
investment.

          Nationwide Life's underwriting standards generally require a minimum
debt service coverage ratio of 1.20x and a maximum loan-to-value ratio of 80%.
However, these requirements serve merely as a recommended guideline, and
exceptions to these guidelines may be approved based on the individual
characteristics of a proposed mortgage loan investment. For example, Nationwide
Life or its affiliates may originate a mortgage loan with a lower debt service
coverage ratio or higher loan-to-value ratio based on the types of tenants and
leases at the subject real property, the taking of additional collateral such as
reserves, letters of credit and/or guarantees, Nationwide Life's judgment of
improved property performance in the future, and/or other relevant factors. In
addition, with respect to certain mortgage loans originated by Nationwide Life
or its affiliates, there may exist subordinate debt secured by the real property
collateral and/or mezzanine debt secured by direct or indirect ownership
interests in the borrower. Such mortgage loans may have a lower debt service
coverage ratio, and a higher loan-to-value ratio, if such subordinate or
mezzanine debt is taken into account.

          The debt service coverage ratio guidelines set forth above are
calculated based on underwritten net cash flow at origination. Therefore, the
debt service coverage ratio for each mortgage loan included in a securitization
and reported in the related disclosure may differ from the amount calculated at
the time of origination. In addition, Nationwide Life's underwriting guidelines
generally permit a maximum amortization period of 30 years. However, certain
mortgage loans may provide for interest-only payments prior to maturity, or for
an interest-only period during a portion of the term of the mortgage loan.

          Nationwide Life often requires a borrower to fund various escrows for
taxes and insurance or, in some cases, requires such reserves to be funded only
upon a triggering event, such as an event of default under the related mortgage
loan. Nationwide Life may also require reserves for deferred maintenance,
re-tenanting expenses and capital expenses, in some cases only during periods
when certain debt service coverage ratio tests are not satisfied. In some cases,
the borrower is permitted to post a letter of credit or guaranty, or provide
periodic evidence that the items for which the escrow or reserve would have been
established are being paid or addressed, in lieu of funding a given reserve or
escrow. Nationwide Life conducts a case-by-case analysis to determine the need
for a particular escrow or reserve. Consequently, the aforementioned escrows and
reserves are not established for every mortgage loan originated by Nationwide
Life.

          The information set forth in this prospectus supplement concerning the
sponsors has been provided by them.

THE TRUSTEE

          LaSalle Bank National Association ("LaSalle") will act as the trustee
under the series 2006-PWR12 pooling and servicing agreement. LaSalle is a
national banking association formed under the federal laws of the United States
of America. Its parent company, LaSalle Bank Corporation, is a subsidiary of ABN
AMRO Bank N.V., a Netherlands banking corporation. LaSalle has extensive
experience serving as trustee on securitizations of commercial mortgage loans.
Since 1994, LaSalle has served as trustee on approximately 640 commercial
mortgage-backed security transactions involving assets similar to the mortgage
loans. As of March 31, 2006, LaSalle's portfolio of commercial mortgage-backed
security transactions which it currently serves as trustee numbers 403 with an
outstanding certificate balance of approximately $262.7 billion. The depositor,
the master servicers, the special servicers and the primary servicers may
maintain banking relationships in the ordinary course of business with LaSalle.
The trustee's corporate trust office is located at 135 South LaSalle Street,
Suite 1625, Chicago, Illinois, 60603. Attention: Global Securities and Trust
Services Group - Bear Stearns Commercial Mortgage Securities Inc., Commercial
Mortgage Pass-Through Certificates, Series 2006-PWR12, or at such other address
as the trustee may designate from time to time.


                                      S-77



          Eligibility Requirements

          The trustee is at all times required to be, and will be required to
resign if it fails to be, (i) a corporation, bank, trust company or association
organized and doing business under the laws of the United States of America or
any state thereof or the District of Columbia, authorized under such laws to
exercise trust powers, having a combined capital and surplus of not less than
$50,000,000 and subject to supervision or examination by federal or state
authority and (iii) an institution whose short-term debt obligations are at all
times rated not less than "P-1" by Moody's and "A-1" by S&P and whose long-term
unsecured debt, is at all times rated not less than "Aa3" by Moody's and "A+" by
S&P, or a rating otherwise acceptable to the Rating Agencies as evidenced by a
confirmation from each Rating Agency that such trustee will not cause a
downgrade, withdrawal or qualification of the then current ratings of any class
of certificates. Notwithstanding the foregoing, if the trustee fails to meet the
ratings requirements above, the trustee shall be deemed to meet such ratings
requirements if it appoints a fiscal agent as backup liquidity provider, if the
fiscal agent meets the ratings requirements above and assumes the trustee's
obligation to make any advance required to be made by a master servicer, that
was not made by the applicable master servicer under the series 2006-PWR12
pooling and servicing agreement.

          Duties of the Trustee

          The trustee will make no representations as to the validity or
sufficiency of the series 2006-PWR12 pooling and servicing agreement, the
certificates or any asset or related document and is not accountable for the use
or application by the depositor or the master servicers or the special servicers
of any of the certificates or any of the proceeds of the certificates, or for
the use or application by the depositor or the master servicers or the special
servicers of funds paid in consideration of the assignment of the mortgage loans
to the trust or deposited into any fund or account maintained with respect to
the certificates or any account maintained pursuant to the series 2006-PWR12
pooling and servicing agreement or for investment of any such amounts. If no
Event of Default has occurred and is continuing, the trustee is required to
perform only those duties specifically required under the series 2006-PWR12
pooling and servicing agreement. However, upon receipt of the various
certificates, reports or other instruments required to be furnished to it, the
trustee is required to examine the documents and to determine whether they
conform to the requirements of the series 2006-PWR12 pooling and servicing
agreement. The trustee is required to notify certificateholders of any
termination of a master servicer or special servicer or appointment of a
successor to a master servicer or a special servicer. The trustee will be
obligated to make any advance required to be made, and not made, by a master
servicer or a special servicer under the series 2006-PWR12 pooling and servicing
agreement, provided that the trustee will not be obligated to make any advance
that it deems to be a nonrecoverable advance. The trustee will be entitled, but
not obligated, to rely conclusively on any determination by a master servicer or
a special servicer, that an advance, if made, would be a nonrecoverable advance.
The trustee will be entitled to reimbursement for each advance made by it in the
same manner and to the same extent as, but prior to, each master servicer. See
"Description of the Offered Certificates--Advances" in this prospectus
supplement.

          In addition to having express duties under the series 2006-PWR12
pooling and servicing agreement, the trustee, as a fiduciary, also has certain
duties unique to fiduciaries under applicable law. In general, the trustee will
be subject to certain federal laws and, because the series 2006-PWR12 pooling
and servicing agreement is governed by New York law, certain New York state
laws. As a national bank acting in a fiduciary capacity, the trustee will, in
the administration of its duties under the series 2006-PWR12 pooling and
servicing agreement, be subject to certain regulations promulgated by the Office
of the Comptroller of the Currency, specifically those set forth in Chapter 12,
Part 9 of the Code of Federal Regulations. New York common law has required
fiduciaries of common law trusts formed in New York to perform their duties in
accordance with the "prudent person" standard, which, in this transaction, would
require the trustee to exercise such diligence and care in the administration of
the trust as a person of ordinary prudence would employ in managing his own
property. However, under New York common law, the application of this standard
of care can be restricted contractually to apply only after the occurrence of a
default. The series 2006-PWR12 pooling and servicing agreement provides that the
trustee is subject to the prudent person standard only for so long as an Event
of Default has occurred and remains uncured.

          Matters Regarding the Trustee

          The trust fund will indemnify the trustee and its directors, officers,
employees, agents and affiliates against any and all losses, liabilities,
damages, claims or expenses, including, without limitation, reasonable
attorneys' fees, arising with respect to the series 2006-PWR12 pooling and
servicing agreement, the mortgage loans or the series 2006-PWR12 certificates,
other than (i) those resulting from the breach of the trustee's representations,
warranties or covenants or from


                                      S-78



willful misconduct, bad faith, fraud or negligence in the performance of, or
negligent disregard of, its duties, (ii) the trustee's allocable overhead and
(iii) any cost or expense expressly required to be borne by the trustee.

          The trustee will not be liable for any action reasonably taken,
suffered or omitted by it in good faith and believed by it to be authorized by
the series 2006-PWR12 pooling and servicing agreement. The Trustee will not be
required to expend or risk its own funds or otherwise incur financial liability
in the performance of any of its duties under the series 2006-PWR12 pooling and
servicing agreement or in the exercise of any of its rights or powers if, in the
opinion of that entity, the repayment of those funds or adequate indemnity
against that risk or liability is not reasonably assured to it.

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

          Resignation and Removal of the Trustee

          The trustee may at any time resign from its obligations and duties
under the series 2006-PWR12 pooling and servicing agreement by giving written
notice to the depositor, the certificate administrator, the tax administrator,
the master servicers, the special servicers, the Rating Agencies, and all
certificateholders. Upon receiving the notice of resignation, the depositor is
required to promptly appoint a successor trustee meeting the requirements set
forth above. If no successor trustee shall have been so appointed and have
accepted appointment within 30 days after the giving of the notice of
resignation, the resigning trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee.

          If at any time the trustee (i) shall cease to be eligible to continue
as trustee under the series 2006-PWR12 pooling and servicing agreement, or (ii)
shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or
a receiver of the trustee or of its property shall be appointed, or any public
officer shall take charge or control of the trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, or (iii)
the continuation of the trustee as such would result in a downgrade,
qualification or withdrawal of the rating by the Rating Agencies of any class of
certificates with a rating as evidenced in writing by the Rating Agencies, then
the depositor may remove the trustee and appoint a successor trustee meeting the
eligibility requirements set forth above. Holders of the certificates entitled
to more than 50% of the voting rights may, at their expense, at any time remove
the trustee without cause and appoint a successor trustee.

          Any resignation or removal of the trustee and appointment of a
successor trustee will not become effective until acceptance of appointment by
the successor trustee meeting the eligibility requirements set forth above. Upon
any succession of the trustee, the predecessor trustee will be entitled to the
payment of compensation and reimbursement agreed to under the series 2006-PWR12
pooling and servicing agreement for services rendered and expenses incurred
prior to the date of removal.

          Trustee Compensation

          As compensation for the performance of its duties as trustee, LaSalle
Bank National Association will be paid the monthly trustee fee. The trustee fee
is an amount equal to, in any month, the product of the portion of a rate equal
to 0.00064% per annum applicable to such month, determined in the same manner as
the applicable mortgage rate is determined for each pooled mortgage loan for
such month, and the stated principal balance of each pooled 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 in accordance with any of the provisions of the series 2006-PWR12
pooling and servicing agreement, but not including routine expenses incurred in
the ordinary course of performing its duties as trustee under the series
2006-PWR12 pooling and servicing agreement, and not including any expense,
disbursement or advance as may arise from its willful misfeasance, negligence or
bad faith.

          The Custodian

          LaSalle will also act as custodian under the series 2006-PWR12 pooling
and servicing agreement. As custodian, LaSalle will hold the mortgage loan files
exclusively for the use and benefit of the Trust. The custodian will not have
any duty or obligation to inspect, review or examine any of the documents,
instruments, certificates or other papers relating to the


                                      S-79



pooled mortgage loans delivered to it to determine their validity. The
custodian's duties regarding the mortgage loan files will be governed by the
series 2006-PWR12 pooling and servicing agreement. LaSalle provides custodial
services on over 1000 residential, commercial and asset-backed securitization
transactions and maintains almost 2.5 million custodial files in its two vault
locations in Elk Grove, Illinois and Irvine, California. LaSalle's two vault
locations can maintain a total of approximately 6 million custody files. All
custody files are segregated and maintained in secure and fire resistant
facilities in compliance with customary industry standards. The vault
construction complies with Fannie Mae/Ginnie Mae guidelines applicable to
document custodians. LaSalle maintains disaster recovery protocols to ensure the
preservation of custody files in the event of force majeure and maintains, in
full force and effect, such fidelity bonds and/or insurance policies as are
customarily maintained by banks which act as custodians. LaSalle uses unique
tracking numbers for each custody file to ensure segregation of collateral files
and proper filing of the contents therein and accurate file labeling is
maintained through a monthly reconciliation process. LaSalle uses a proprietary
collateral review system to track and monitor the receipt and movement
internally or externally of custody files and any release or reinstatement of
collateral.

          LaSalle and BSCMI are parties to a custodial agreement whereby
LaSalle, for consideration, provides custodial services to BSCMI for certain
commercial mortgage loans originated or purchased by it. Pursuant to this
custodial agreement, LaSalle is currently providing custodial services for most
of the mortgage loans to be sold by BSCMI to the depositor in connection with
this securitization. The terms of the custodial agreement are customary for the
commercial mortgage-backed securitization industry providing for the delivery,
receipt, review and safekeeping of mortgage loan files.

          LaSalle and PMCF are parties to a custodial agreement whereby LaSalle,
for consideration, provides custodial services to PMCF for certain commercial
mortgage loans originated or purchased by it. Pursuant to this custodial
agreement, LaSalle is currently providing custodial services for all of the
mortgage loans to be sold by PMCF to the depositor in connection with this
securitization. The terms of the custodial agreement are customary for the
commercial mortgage-backed securitization industry providing for the delivery,
receipt, review and safekeeping of mortgage loan files.

          The information set forth in this prospectus supplement concerning the
trustee has been provided by it.

THE CERTIFICATE ADMINISTRATOR, TAX ADMINISTRATOR AND CERTIFICATE REGISTRAR

          Wells Fargo Bank, National Association ("Wells Fargo Bank") will serve
as the certificate administrator (in such capacity, the "certificate
administrator"). In addition, Wells Fargo Bank will serve as certificate
registrar (in such capacity, the "certificate registrar") for purposes of
authenticating, recording and otherwise providing for the registration of the
offered certificates and of transfers and exchanges of the definitive
certificates, if issued. Furthermore, Wells Fargo Bank will serve as tax
administrator for purposes of making REMIC elections and filing tax returns on
behalf of the trust and making available to the Internal Revenue Service and
other specified persons all information furnished to it necessary to compute any
tax imposed (A) as a result of the transfer of an ownership interest in a class
R certificate to any person who is a disqualified organization, including the
information described in Treasury Regulations Sections 1.860D-1(b)(5) and
1.860E-2(a)(5) with respect to the "excess inclusions" of such class R
certificate and (B) as a result of any regulated investment company, real estate
investment trust, common trust fund, partnership, trust, estate or organization
described in Section 1381 of the Internal Revenue Code of 1986, as amended, that
holds an ownership interest in a class R certificate having as among its record
holders at any time any person which is a disqualified organization.

          Wells Fargo Bank is a national banking association and a wholly-owned
subsidiary of Wells Fargo & Company. A diversified financial services company
with approximately $482 billion in assets, 23 million customers and 153,000
employees as of December 31, 2005, Wells Fargo & Company is a U.S. bank holding
company, providing banking, insurance, trust, mortgage and consumer finance
services throughout the United States and internationally. Wells Fargo Bank
provides retail and commercial banking services and corporate trust, custody,
securities lending, securities transfer, cash management, investment management
and other financial and fiduciary services.

          The depositor, the mortgage loan sellers, any master servicer, any
special servicer and any primary servicer may maintain banking and other
commercial relationships with Wells Fargo Bank and its affiliates. Wells Fargo
Bank's principal corporate trust offices are located at 9062 Old Annapolis Road,
Columbia, Maryland 21045-1951 and its office for certificate transfer services
is located at Sixth Street and Marquette Avenue, Minneapolis, Minnesota
55479-0113. Wells Fargo Bank is also one of the master servicers and a mortgage
loan seller. As compensation for the performance of its duties as certificate
administrator, tax administrator and certificate registrar, Wells Fargo will be
paid a monthly certificate administrator fee.


                                      S-80



The certificate administrator fee is an amount equal to, in any month, the
product of the portion of a rate equal to 0.00061% per annum applicable to such
month, determined in the same manner as the applicable mortgage rate is
determined for each pooled mortgage loan for such month, and the stated
principal balance of each pooled mortgage loan. The certificate administrator
and certificate registrar will be entitled to indemnification upon similar terms
to the trustee.

          Certificate Administrator

          Under the terms of the series 2006-PWR12 pooling and servicing
agreement, the certificate administrator is responsible for securities
administration, which includes pool performance calculations, distribution
calculations and the preparation of monthly distribution reports. In addition,
the certificate administrator is responsible for the preparation of all REMIC
tax returns on behalf of the Trust REMICs and the preparation of monthly
distribution reports on Form 10-D, annual reports on Form 10-K and current
reports on Form 8-K that are required to be filed with the Securities and
Exchange Commission on behalf of the Trust. Wells Fargo Bank has been engaged in
the business of commercial mortgage-backed securities administration since 1997.
It has acted as certificate administrator with respect to more than 325 series
of commercial mortgage-backed securities and, as of March 31, 2006, was acting
as certificate administrator with respect to more than $260 billion of
outstanding commercial mortgage-backed securities.

          There have been no material changes to Wells Fargo Bank's policies or
procedures with respect to its certificate administrator function other than
changes required by applicable law.

          In the past three years, Wells Fargo Bank has not materially defaulted
on its certificate administrator obligations under any pooling and servicing
agreement or caused an early amortization or other performance triggering event
because of servicing by Wells Fargo Bank with respect to commercial
mortgage-backed securities.

          Certain information set forth in this prospectus supplement concerning
the certificate administrator, tax administrator and certificate registrar has
been provided by them.

          Matters Regarding the Certificate Administrator

          The trust fund will indemnify the certificate administrator and its
directors, officers, employees, agents and affiliates against any and all
losses, liabilities, damages, claims or expenses, including, without limitation,
reasonable attorneys' fees, arising with respect to the series 2006-PWR12
pooling and servicing agreement, the mortgage loans or the series 2006-PWR12
certificates, other than (i) those resulting from the breach of the certificate
administrator's representations, warranties or covenants or from willful
misconduct, bad faith, fraud or negligence in the performance of, or negligent
disregard of, its duties, (ii) the certificate administrator's allocable
overhead and (iii) any cost or expense expressly required to be borne by the
certificate administrator.

          The certificate administrator will not be liable for any action
reasonably taken, suffered or omitted by it in good faith and believed by it to
be authorized by the series 2006-PWR12 pooling and servicing agreement. The
certificate administrator will not be required to expend or risk its own funds
or otherwise incur financial liability in the performance of any of its duties
under the series 2006-PWR12 pooling and servicing agreement or in the exercise
of any of its rights or powers if, in the opinion of that entity, the repayment
of those funds or adequate indemnity against that risk or liability is not
reasonably assured to it.

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

MASTER SERVICERS

WELLS FARGO BANK, NATIONAL ASSOCIATION

          Wells Fargo Bank will be a master servicer under the series 2006-PWR12
pooling and servicing agreement with respect to those pooled mortgage loans sold
by Bear Stearns Commercial Mortgage, Inc., Wells Fargo Bank, National


                                      S-81



Association, Principal Commercial Funding II, LLC, Principal Commercial Funding,
LLC and Nationwide Life Insurance Company to the depositor. The principal
commercial mortgage servicing offices of Wells Fargo Bank are located at 45
Fremont Street, 2nd Floor, San Francisco, California 94105.

          Wells Fargo Bank has originated and serviced commercial mortgage loans
since before 1975 and has serviced securitized commercial mortgage loans since
1993. Wells Fargo Bank is approved as a master servicer, primary servicer and
special servicer for commercial mortgage-backed securities rated by Moody's, S&P
and Fitch. Moody's does not assign specific ratings to servicers. S&P has
assigned to Wells Fargo Bank the ratings of STRONG as a primary servicer and
ABOVE AVERAGE as a master servicer and special servicer. Fitch has assigned to
Wells Fargo Bank the ratings of CMS2 as a master servicer, CPS1 as a primary
servicer and CSS1 as a special servicer. S&P's and Fitch's ratings of a servicer
are based on an examination of many factors, including the servicer's financial
condition, management team, organizational structure and operating history.

          As of March 31, 2006, the commercial mortgage servicing group of Wells
Fargo Bank was responsible for servicing approximately 9,493 commercial and
multifamily mortgage loans with an aggregate outstanding principal balance of
approximately $77.6 billion, including approximately 8,151 loans securitized in
approximately 84 commercial mortgage-backed securitization transactions with an
aggregate outstanding principal balance of approximately $72.8 billion, and also
including loans owned by institutional investors and government sponsored
entities such as Freddie Mac. The properties securing these loans are located in
all 50 states and include retail, office, multifamily, industrial, hospitality
and other types of income-producing properties. According to the Mortgage
Bankers Association of America, as of December 31, 2005, Wells Fargo Bank was
the fourth largest commercial mortgage servicer in terms of the aggregate
outstanding principal balance of loans being serviced.

          Wells Fargo Bank has developed policies, procedures and controls for
the performance of its master servicing obligations in compliance with
applicable servicing agreements, servicing standards and the servicing criteria
set forth in Item 1122 of Regulation AB. These policies, procedures and controls
include, among other things, measures for notifying borrowers of payment
delinquencies and other loan defaults and for working with borrowers to
facilitate collections and performance prior to the occurrence of a servicing
transfer event.

          A Wells Fargo Bank proprietary website
(www.wellsfargo.com/com/comintro) provides investors with access to investor
reports for commercial mortgage-backed securitization transactions for which
Wells Fargo Bank is master servicer, and also provides borrowers with access to
current and historical loan and property information for these transactions.

          Certain of the duties of the master servicers and the provisions of
the series 2006-PWR12 pooling and servicing agreement are set forth under
"Servicing of the Mortgage Loans Under the Series 2006-PWR12 Pooling and
Servicing Agreement" in this prospectus supplement. The manner in which
collections on the mortgage loans are to be maintained is described under
"Description of the Agreements--Collection and Other Servicing Procedures" and
"--Certificate Account and Other Collection Accounts" in the accompanying
prospectus. The advance obligations of each master servicer are described under
"Description of the Offered Certificates--Advances" in this prospectus
supplement. Certain terms of the series 2006-PWR12 pooling and servicing
agreement regarding the master servicer's removal, replacement, resignation or
transfer are described under "--Events of Default" and in the prospectus under
"Description of the Agreements--Matters Regarding a Master Servicer and the
Depositor" in this prospectus supplement. Certain limitations on the master
servicer's liability under the series 2006-PWR12 pooling and servicing agreement
are described under "Description of the Agreements--Matters Regarding a Master
Servicer and the Depositor" in the prospectus and under "Servicing of the
Mortgage Loans Under the Series 2006-PWR12 Pooling and Servicing Agreement" in
this prospectus supplement.

          Wells Fargo Bank may appoint one or more sub-servicers to perform all
or any portion of its duties under the series 2006-PWR12 pooling and servicing
agreement, as described under "Servicing of the Mortgage Loans Under the Series
2006-PWR12 Pooling and Servicing Agreement" in this prospectus supplement and
under "Description of the Agreements--Subservicers" in the accompanying
prospectus. Wells Fargo Bank monitors and reviews the performance of
sub-servicers appointed by it.

          Wells Fargo Bank has received an issuer rating of "Aaa" from Moody's.
Wells Fargo Bank's long term deposits are rated "Aaa" by Moody's, "AA" by S&P
and "AA+" by Fitch.


                                      S-82



          Wells Fargo & Company is the holding company for Wells Fargo Bank.
Wells Fargo & Company files reports with the Securities and Exchange Commission
as required under the Securities Exchange Act of 1934, as amended. Such reports
include information regarding Wells Fargo Bank and may be obtained at the
website maintained by the Securities and Exchange Commission at www.sec.gov.

          The information set forth in this prospectus supplement concerning
Wells Fargo Bank has been provided by it.

PRUDENTIAL ASSET RESOURCES, INC.

          Prudential Asset Resources, Inc. ("PAR"), a Delaware corporation, will
act as a master servicer with respect to those pooled mortgage loans sold by
Prudential Mortgage Capital Funding, LLC to the depositor for deposit into the
trust fund (and as special servicer for the 1675 Broadway loan group and the
Tuscany Plaza loan group). PAR is a wholly owned subsidiary of PMCC, which is an
indirect subsidiary of Prudential Financial, Inc. and an affiliate of Prudential
Mortgage Capital Company, LLC, one of the originators. PAR is an affiliate of
Prudential Mortgage Capital Funding, LLC, a sponsor and one of the mortgage loan
sellers. PAR'S principal offices are located at 2200 Ross Avenue, Suite 4900E,
Dallas, TX 75201. PAR, which has been servicing commercial real estate mortgage
loans, agricultural loans and single-family mortgages since March 2001, services
commercial mortgage loan portfolios for a variety of Prudential companies, as
well as for CMBS transactions, Fannie Mae and FHA.

          PAR has policies and procedures for the performance of its master
servicing obligations in compliance with applicable servicing agreements.
Recently, PAR has modified some of its policies and procedures to conform to the
servicing criteria set forth in Item 1122 of Regulation AB and in connection
with the transition of its servicing system to a Strategy platform, which is
widely used in the commercial mortgage loan servicing industry. From time to
time PAR and its affiliates are parties to lawsuits and other legal proceedings
arising in the ordinary course of business. PAR does not believe that any such
lawsuits or legal proceedings would, individually or in the aggregate, have a
material adverse effect on its business or its ability to service as master
servicer.

          PAR is a rated master and primary servicer by S&P and Fitch and has
been approved to be a master and primary servicer in transactions rated by
Moody's. There have been no material non-compliance or default issues for PAR in
its servicing of CMBS loans. PAR's portfolio of serviced loans has grown
substantially, as shown by the table below which indicates the aggregate
outstanding principal balance of loans serviced by PAR as of the respective
year-end:

Commercial Mortgage Loans         2005              2004             2003
-------------------------   ---------------   ---------------   ----------------
CMBS                        $ 9,031,936,108   $ 6,820,173,095   $ 5,286,632,411
Total                       $46,502,629,927   $44,396,359,820   $35,642,879,817

          The information set forth in this prospectus supplement concerning PAR
has been provided by it.

PRIMARY SERVICERS

PRINCIPAL GLOBAL INVESTORS, LLC

          Principal Global Investors, LLC ("PGI") will act as primary servicer
with respect to the pooled mortgage loans sold to the depositor by Principal
Commercial Funding, LLC and Principal Commercial Funding II, LLC. PGI, a
Delaware limited liability company, is a wholly owned subsidiary of Principal
Life Insurance Company. PGI is the parent of Principal Commercial Funding, LLC,
which owns a 49% interest in Principal Commercial Funding II, LLC. The principal
servicing offices of PGI are located at 801 Grand Avenue, Des Moines, Iowa
50392.

          PGI is ranked "Above Average" as a primary servicer and a special
servicer of commercial real estate loans by S&P. PGI has extensive experience in
servicing commercial real estate mortgage loans. PGI has been engaged in the
servicing of commercial mortgage loans since 1970 and commercial mortgage loans
originated for securitization since 1998.

          As of March 31, 2006, PGI was responsible for servicing approximately
2,820 commercial and multifamily mortgage loans, with an aggregate outstanding
principal balance of approximately $20 billion. The portfolio of loans serviced
by PGI includes commercial mortgage loans included in commercial mortgage-backed
securitizations, portfolio


                                      S-83



loans and loans serviced for non-affiliated clients. The portfolio consists of
multifamily, office, retail, industrial, warehouse and other types of
income-producing properties. PGI services loans in most states throughout the
United States.

          As of March 31, 2006, PGI was a primary servicer in approximately 36
commercial mortgage-backed securitization transactions, servicing approximately
1,230 loans with an aggregate outstanding principal balance of approximately
$7.8 billion.

          PGI will enter into a servicing agreement with Wells Fargo Bank, as a
master servicer, to service the commercial mortgage loans sold to the depositor
by Principal Commercial Funding, LLC and Principal Commercial Funding II, LLC
and will agree, pursuant to that servicing agreement, to service such mortgage
loans in accordance with the servicing standard. PGI's responsibilities will
include, but are not limited to:

          o    collecting payments on the loans and remitting such amounts, net
               of certain fees to be retained by PGI as servicing compensation
               and certain other amounts, including escrow and reserve funds, to
               the master servicer;

          o    providing certain CMSA reports to the master servicer;

          o    processing certain borrower requests (and obtaining, when
               required, consent of the related master servicer and/or special
               servicer, as applicable); and

          o    handling early stage delinquencies and collections; provided that
               servicing of defaulted loans is transferred from PGI to the
               applicable special servicer, as required pursuant to the terms of
               the series 2006-PWR12 pooling and servicing agreement.

          PGI has developed policies, procedures and controls for the
performance of primary servicing obligations consistent with applicable
servicing agreements and servicing standards.

          The information set forth in this prospectus supplement concerning PGI
has been provided by PGI.

NATIONWIDE LIFE INSURANCE COMPANY

          Nationwide Life Insurance Company ("Nationwide Life"), an Ohio
corporation, will act as primary servicer with respect to the pooled mortgage
loans sold to the depositor by Nationwide Life. Nationwide Life is a provider of
long-term savings and retirement products in the United States and is a
wholly-owned subsidiary of Nationwide Financial Services, Inc. ("Nationwide
Financial"), a large diversified financial and insurance services provider in
the United States. The principal offices of Nationwide Life are located at One
Nationwide Plaza, Columbus, Ohio 43215.

          Nationwide Life has extensive experience in servicing commercial real
estate mortgage loans. Nationwide Life has been engaged in the servicing
mortgage loans since 1970 and commercial mortgage loans originated for
securitization since 2001.

          As of March 31, 2006, Nationwide Life was responsible for servicing
approximately 1,696 commercial and multifamily mortgage loans, with an aggregate
outstanding principal balance of approximately $11.9 billion. The portfolio of
loans serviced by Nationwide Life includes commercial mortgage loans included in
commercial mortgage-backed securitizations, portfolio loans and loans serviced
for non-affiliated clients. The portfolio consists of multifamily, office,
retail, industrial, warehouse and other types of income-producing properties.
Nationwide Life services loans in most states throughout the United States.

          As of March 31, 2006, Nationwide Life was a primary servicer in
approximately 12 commercial mortgage-backed securitization transactions,
servicing approximately 133 loans with an aggregate outstanding principal
balance of approximately $1.0 billion.

          Nationwide Life will enter into a primary servicing agreement with
Wells Fargo Bank, as a master servicer, to provide certain primary services to
the commercial mortgage loans sold to the depositor by Nationwide Life, and will
agree,


                                      S-84



pursuant to such primary servicing agreement, to service such commercial
mortgage loans in accordance with the servicing standard. Nationwide Life's
primary servicing responsibilities will include, but are not necessarily limited
to:

          o    collecting payments on the loans and remitting such amounts, net
               of certain fees to be retained by Nationwide Life as servicing
               compensation and certain other amounts, including escrow and
               reserve funds, to the master servicer;

          o    providing certain CMSA reports to the master servicer;

          o    processing certain borrower requests (and obtaining, when
               required, consent of the master servicer and/or special servicer,
               as applicable); and

          o    handling early stage delinquencies and collections; provided that
               servicing of defaulted loans is transferred from Nationwide Life
               to the applicable special servicer, as required pursuant to the
               terms of the pooling and servicing agreement.

          Nationwide Life has developed policies, procedures and controls for
the performance of primary servicing obligations consistent with applicable
servicing agreements and servicing standards. Nationwide Life may utilize one or
more sub-servicers for some or all the above functions per the applicable
servicing agreements.

          The information set forth in this prospectus supplement concerning
Nationwide Life has been provided by Nationwide Life.

THE SPECIAL SERVICERS

ARCAP SERVICING, INC.

          ARCap Servicing, Inc. ("ASI") will be appointed as the special
servicer of all of the pooled mortgage loans in the trust fund (and any related
non-pooled mortgage loans that are secured by the same mortgaged property),
other than the 1675 Broadway and the Tuscany Plaza pooled mortgage loans (and
the related non-pooled mortgage loans). As such, ASI will be responsible for
servicing the Specially Serviced Mortgage Loans and REO Properties related to
the loans for which it is the applicable special servicer. ASI is a corporation
organized under the laws of the state of Delaware and is a wholly-owned
subsidiary of ARCap REIT, Inc. ARCap REIT, Inc. is anticipated to be the
controlling class representative with respect to the transaction described in
this prospectus supplement. The principal offices of ARCap Servicing, Inc. are
located at 5221 N. O'Connor Blvd. Suite 600, Irving, Texas 75039, and its
telephone number is 972-868-5300.

          Certain of the duties of the applicable special servicer and the
provisions of the series 2006-PWR12 pooling and servicing agreement regarding
the applicable special servicer, including without limitation information
regarding the rights and obligations of the special servicer with respect to
delinquencies, losses, bankruptcies and recoveries and the ability of the
special servicer to waive or modify the terms of the pooled mortgage loans are
set forth under "Servicing of the Mortgage Loans Under the Series 2006-PWR12
Pooling and Servicing Agreement --Modifications, Waivers, Amendments and
Consents," "--Fair Value Purchase Option" and "--Procedures with Respect to
Defaulted Mortgage Loans and REO Properties" in this prospectus supplement.
Certain terms of the series 2006-PWR12 pooling and servicing agreement regarding
the special servicer's removal, replacement, resignation or transfer are
described under "--Replacement of the Special Servicers" in this prospectus
supplement. Certain limitations on the special servicer's liability under the
series 2006-PWR12 pooling and servicing agreement are described under "Servicing
of the Mortgage Loans Under the Series 2006-PWR12 Pooling and Servicing
Agreement" in this prospectus supplement. ASI will service the specially
serviced mortgage loans in this transaction in accordance with the procedures
set forth in the series 2006-PWR12 pooling and servicing agreement and in
accordance with the mortgage loan documents and applicable laws.

          ASI is on S&P's Select Servicer list as a U.S. Commercial Mortgage
Special Servicer and is ranked "strong" by S&P. ASI also has a special servicer
rating of "CSS1" from Fitch. As of March 31, 2006, ASI was the named special
servicer in approximately 54 commercial mortgage-backed securities transactions
representing approximately 8,190 loans, with an aggregate outstanding principal
balance of approximately $59.6 billion. The portfolio includes multifamily,
office, retail, hospitality, industrial and other types of income-producing
properties, located in the United States, Canada, Virgin


                                      S-85



Islands and Puerto Rico. With respect to these transactions as of March 31,
2006, ASI was administering approximately 61 assets with an outstanding
principal balance of approximately $326.9 million. All of these specially
serviced assets are serviced in accordance with the applicable procedures set
forth in the related pooling and servicing agreement that governs the asset.
Since its inception in 2002 and through March 31, 2006, ASI has resolved 222
total assets, including multifamily, office, retail, hospitality, industrial and
other types of income-producing properties, with an aggregate principal balance
of $1.24 billion.

          The general special servicer will segregate and hold all funds
collected and received in connection with the operation of each applicable REO
Property separate and apart from its own funds and general assets and will
establish and maintain with respect to each applicable REO Property one or more
accounts held in trust for the benefit of the certificateholders (and the holder
of the related Non-Pooled Mortgage Loan(s) if in connection with an applicable
Trust-Serviced Mortgage Loan Group). This account or accounts will be an
Eligible Account. The funds in this account or accounts will not be commingled
with the funds of the special servicer, or the funds of any of the general
special servicer's other serviced assets that are not serviced pursuant to the
series 2006-PWR12 pooling and servicing agreement.

          ARCap Servicing, Inc. has developed policies, procedures and controls
for the performance of its special servicing obligations in compliance with the
series 2006-PWR12 pooling and servicing agreement, applicable law and the
applicable servicing standard.

          ASI has been special servicing assets for approximately 4 years and
employs a seasoned asset management staff with an average of 13 years experience
in this line of business. Two additional senior managers in the special
servicing group have 29 and 17 years of industry experience, respectively. ASI
was formed in 2002 for the purpose of supporting its parent's related business
of acquiring and managing investments in subordinated CMBS for its own account
and those of its managed funds. Since December 31, 2002 the number of commercial
mortgage-backed securities transactions with respect to which ASI is the named
special servicer has grown from approximately 24 transactions representing
approximately 4,004 loans with an aggregate outstanding principal balance of
approximately $24.5 billion, to approximately 54 transactions consisting of
approximately 8,190 loans with an approximate outstanding aggregate principal
balance of $59.6 billion as of March 31, 2006.

          The information set forth in this prospectus supplement concerning ASI
has been provided by it.

PRUDENTIAL ASSET RESOURCES, INC.

          PAR will be appointed as the special servicer for the 1675 Broadway
and the Tuscany Plaza pooled mortgage loans and the related non-pooled mortgage
loans. See "--The Master Servicers--Prudential Asset Resources, Inc." above.

          Prudential Asset Resources, Inc. (in the context of special servicing,
"PAR Special Servicing"), a Delaware corporation, is a wholly owned subsidiary
of PMCC, which is an indirect subsidiary of Prudential Financial, Inc. and an
affiliate of Prudential Mortgage Capital Company, LLC, one of the originators.
PAR Special Servicing is an affiliate of Prudential Mortgage Capital Funding,
LLC, a sponsor and one of the mortgage loan sellers. PAR is one of the Master
Servicers and is acting as the named special servicer for two (2) loan groups in
this transaction. PAR Special Servicing's office is located at 2 Ravinia Drive,
Suite 1400, Atlanta, GA 30346. PAR Special Servicing, which has been servicing
commercial real estate mortgage loans since March 2001, specially services
commercial mortgage loan portfolios for a variety of Prudential companies, as
well as for CMBS, Fannie Mae and certain third party investors.

          PAR Special Servicing has policies and procedures for the performance
of its special servicing obligations in compliance with applicable servicing
agreements. PAR Special Servicing has policies and procedures in place to handle
delinquencies, losses, bankruptcies and recoveries consistent with the terms of
the series 2006-PWR12 pooling and servicing agreement. Recently, as part of PAR,
some of PAR Special Servicing's policies and procedures have been modified to
conform to the servicing criteria set forth in Item 1122 of Regulation AB and in
connection with the transition of its servicing system to a Strategy platform,
which is widely used in the commercial mortgage loan servicing industry. From
time to time, PAR Special Servicing and its affiliates are parties to lawsuits
and other legal proceedings arising in the ordinary course of business. PAR
Special Servicing does not believe that any such lawsuits or legal proceedings
would, individually or in the aggregate, have a material adverse effect on its
business or its ability to service as special servicer.


                                      S-86



          PAR is a rated special servicer by S&P and Fitch and has been approved
to be a special servicer in transactions rated by Moody's. There have been no
material non-compliance or default issues for PAR Special Servicing in its
servicing of CMBS loans. The amount of loans for which PAR Special Servicing is
the named special servicer has increased each of the past three years, as shown
in the table below which indicates the aggregate outstanding principal balance
of loans naming PAR Special Servicing as special servicer as of the respective
year-end:

Commercial Mortgage
       Loans                2005              2004              2003
-------------------   ---------------   ---------------   ---------------
       CMBS           $ 1,136,160,910   $ 1,007,721,965   $   926,578,222
       Total          $27,030,758,471   $20,772,526,843   $22,098,430,355

          The information set forth in this prospectus supplement concerning PAR
Special Servicing has been provided by it.

AFFILIATIONS AND CERTAIN RELATIONSHIPS AMONG TRANSACTION PARTIES

          Prudential Mortgage Capital Funding, LLC, a sponsor and mortgage loan
seller, Prudential Mortgage Capital Company, LLC, one of the originators, and
Prudential Asset Resources, Inc., one of the master servicers and the special
servicer for the 1675 Broadway loan group and the Tuscany Plaza loan group, are
affiliates. Bear Stearns Commercial Mortgage, Inc., a sponsor, originator and
mortgage loan seller, Bear Stearns Commercial Mortgage Securities Inc., the
depositor, and Bear, Stearns & Co. Inc., one of the underwriters, are
affiliates. Wells Fargo Bank, National Association, a sponsor, originator and
mortgage loan seller, is also one of the master servicers, the certificate
administrator, the tax administrator and the certificate registrar with respect
to the mortgage loans and the trust fund. Principal Commercial Funding II, LLC,
a sponsor, originator and mortgage loan seller, Principal Commercial Funding,
LLC, a sponsor, originator and mortgage loan seller and Principal Global
Investors, LLC, the primary servicer with respect to those mortgage loans sold
to the trust fund by Principal Commercial Funding II, LLC and Principal
Commercial Funding, LLC, are affiliates. Nationwide Life Insurance Company, a
sponsor, originator and mortgage loan seller, is also the primary servicer with
respect to those mortgage loans sold to the trust fund by Nationwide Life
Insurance Company.

                     DESCRIPTION OF THE OFFERED CERTIFICATES

GENERAL

          The series 2006-PWR12 certificates will be issued on the Issue Date
pursuant to the series 2006-PWR12 pooling and servicing agreement. Some of the
provisions of the offered certificates and the series 2006-PWR12 pooling and
servicing agreement are described in this "Description of the Offered
Certificates" section of this prospectus supplement. For additional detailed
information regarding the terms of the series 2006-PWR12 pooling and servicing
agreement and the offered certificates, you should refer to the section in this
prospectus supplement titled "Servicing of the Mortgage Loans Under the Series
2006-PWR12 Pooling and Servicing Agreement" and to the sections in the
accompanying prospectus titled "Description of the Certificates" and
"Description of the Pooling and Servicing Agreements".

          The series 2006-PWR12 certificates collectively will represent the
entire beneficial ownership interest in a trust fund consisting primarily of:

          o    the pooled mortgage loans;

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

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

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


                                      S-87



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

          o    those funds or assets as from time to time are deposited in each
               master servicer's collection account described under "Servicing
               of the Mortgage Loans Under the Series 2006-PWR12 Pooling and
               Servicing Agreement--Collection Accounts" in this prospectus
               supplement, each special servicer's REO account as described
               under "Servicing of the Mortgage Loans Under the Series
               2006-PWR12 Pooling and Servicing Agreement--REO Accounts", the
               certificate administrator's distribution account described under
               "--Distribution Account" below or the certificate administrator's
               interest reserve account described under "--Interest Reserve
               Account" below.

          The series 2006-PWR12 certificates will include the following classes:

          o    the A-1, A-2, A-3, A-AB, A-4, A-1A, A-M and A-J classes, which
               are the classes of series 2006-PWR12 certificates that are
               offered by this prospectus supplement, and

          o    the X, B, C, D, E, F, G, H, J, K, L, M, N, O, P, R and V classes,
               which are the classes of series 2006-PWR12 certificates that--

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

               2.   are not offered by this prospectus supplement.

          It is expected that ARCap CMBS Fund II REIT, Inc., an affiliate of the
parent of the initial special servicer will acquire several non-offered classes
of the series 2006-PWR12 certificates, including the class P certificates.

CERTIFICATE PRINCIPAL BALANCES AND CERTIFICATE NOTIONAL AMOUNTS

          The class A-1, A-2, A-3, A-AB, A-4, A-1A, A-M, A-J, B, C, D, E, F, G,
H, J, K, L, M, N, O and P certificates are the only series 2006-PWR12
certificates that will have principal balances and are sometimes referred to as
the principal balance certificates. The principal balance of any of these
certificates will represent the total distributions of principal to which the
holder of the subject certificate is entitled over time out of payments and
other collections on the assets of the trust fund. Accordingly, on each
distribution date, the principal balance of each of these certificates will be
permanently reduced by any principal distributions actually made with respect to
that certificate on that distribution date. See "--Distributions" below. On any
particular distribution date, the principal balance of each of these
certificates may also be permanently reduced, without any corresponding
distribution, in connection with losses on the pooled mortgage loans and
default-related and otherwise unanticipated trust fund expenses. Notwithstanding
the provisions described above, the principal balance of a principal balance
certificate may be restored under limited circumstances in connection with a
recovery of amounts that had previously been determined to constitute
nonrecoverable advances. See "--Reductions of Certificate Principal Balances in
Connection with Realized Losses and Additional Trust Fund Expenses" below.

          The class X certificates will not have principal balances. For
purposes of calculating the amount of accrued interest with respect to those
certificates, however, the class X certificates will have a total notional
amount equal to the total principal balance of the class A-1, A-2, A-3, A-AB,
A-4, A-1A, A-M, A-J, B, C, D, E, F, G, H, J, K, L, M, N, O and P certificates
outstanding from time to time. The initial notional amount of the class X
certificates is shown in the table appearing under the caption
"Summary--Overview of the Series 2006-PWR12 Certificates" in this prospectus
supplement. The actual notional amount of the class X certificates at initial
issuance may be larger or smaller than the amount shown in that table, depending
on, among other things, the actual size of the initial mortgage pool balance.

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

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


                                      S-88



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

DISTRIBUTION ACCOUNT

          General. The certificate administrator must establish and maintain an
account in which it will hold funds pending their distribution on the series
2006-PWR12 certificates and from which it will make those distributions. That
distribution account must be maintained in the name of the certificate
administrator on behalf of the trustee and in a manner and with a depository
institution that satisfies Moody's and S&P standards for securitizations similar
to the one involving the offered certificates.

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

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

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

               2.   with limited exception involving pooled mortgage loans that
                    have due dates occurring after the end of the related
                    collection period, payments and other collections received
                    by or on behalf of the trust fund after the end of the
                    related collection period;

               3.   Authorized Collection Account Withdrawals, including--

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

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

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

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

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

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

          See "--Advances of Delinquent Monthly Debt Service Payments" below and
"Servicing of the Mortgage Loans Under the Series 2006-PWR12 Pooling and
Servicing Agreement--Collection Accounts" and "--Servicing and Other
Compensation and Payment of Expenses" in this prospectus supplement.

          With respect to the distribution date that occurs during March in any
calendar year subsequent to 2006 (and if the final distribution date occurs in
January (except in a leap year) or February of any year, with respect to the
distribution date in such January or February), the certificate administrator
will be required to transfer from the interest reserve account, which


                                      S-89



we describe under "--Interest Reserve Account" below, to the distribution
account the interest reserve amounts that are then being held in that interest
reserve account with respect to the pooled mortgage loans that accrue interest
on an Actual/360 Basis.

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

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

          o    to make distributions on the series 2006-PWR12 certificates;

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

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

          o    to pay for any opinions of counsel required to be obtained in
               connection with any amendments to the series 2006-PWR12 pooling
               and servicing agreement;

          o    to pay any federal, state and local taxes imposed on the trust
               fund, its assets and/or transactions, together with all
               incidental costs and expenses, that are required to be borne by
               the trust fund as described under "Material Federal Income Tax
               Consequences--Taxes that May Be Imposed on the REMIC
               Pool--Prohibited Transactions" in the accompanying prospectus and
               "Servicing of the Mortgage Loans Under the Series 2006-PWR12
               Pooling and Servicing Agreement--REO Account" in this prospectus
               supplement;

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

          o    to pay for the cost of recording the series 2006-PWR12 pooling
               and servicing agreement;

          o    with respect to each distribution date during February of any
               year subsequent to 2006 and each distribution date during January
               of any year subsequent to 2006 that is not a leap year, to
               transfer to the certificate administrator's interest reserve
               account the interest reserve amounts required to be so
               transferred in that month with respect to the pooled mortgage
               loans that accrue interest on an Actual/360 Basis;

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

          o    to clear and terminate the distribution account upon the
               termination of the series 2006-PWR12 pooling and servicing
               agreement.

INTEREST RESERVE ACCOUNT

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


                                      S-90



          During January, except in a leap year, and February of each calendar
year subsequent to 2006, the certificate administrator must, on or before the
distribution date in that month, withdraw from the distribution account and
deposit in the interest reserve account the interest reserve amount with respect
to each of the pooled mortgage loans that accrue interest on an Actual/360 Basis
and for which the monthly debt service payment due in that month was either
received or advanced. In general, that interest reserve amount for each of those
mortgage loans will equal one day's interest accrued at the related mortgage
interest rate net of the Administrative Fee Rate, on the Stated Principal
Balance of that mortgage loan as of the end of the related collection period. In
the case of an ARD Loan, however, the interest reserve amount will not include
Post-ARD Additional Interest.

          During March of each calendar year after 2006 (and if the final
distribution date occurs in January (except in a leap year) or February of any
year, during such January or February), the certificate administrator must, on
or before the distribution date in that month, withdraw from the interest
reserve account and deposit in the distribution account any and all interest
reserve amounts then on deposit in the interest reserve account with respect to
the pooled mortgage loans that accrue interest on an Actual/360 Basis. All
interest reserve amounts that are so transferred from the interest reserve
account to the distribution account will be included in the Available
Distribution Amount for the distribution date during the month of transfer.

DISTRIBUTIONS

          General. For purposes of allocating payments on certain classes of the
offered certificates, the mortgage pool will be divided into:

          o    Loan group 1, which will consist of 185 pooled mortgage loans,
               with an aggregate cut-off date principal balance of
               $1,884,359,127, representing 90.6% of the initial mortgage pool
               balance; and

          o    Loan group 2, which will consist of 28 pooled mortgage loans,
               with an aggregate cut-off date principal balance of $194,671,028,
               representing 9.4% of the initial mortgage pool balance. Loan
               group 2 will consist of 92.9% of the initial mortgage pool
               balance of all the pooled mortgage loans secured by multifamily
               or manufactured housing community properties.

          On each distribution date, the certificate administrator will, subject
to the exception described in the next sentence, make all distributions required
to be made on the series 2006-PWR12 certificates on that distribution date to
the holders of record as of the close of business on the last business day of
the calendar month preceding the month in which those distributions are to
occur. The final distribution of principal and/or interest to the registered
holder of any offered certificate, however, will be made only upon presentation
and surrender of that certificate at the location to be specified in a notice of
the pendency of that final distribution.

          Distributions made to a class of series 2006-PWR12 certificateholders
will be allocated among those certificateholders in proportion to their
respective percentage interests in that class.

          In order for a series 2006-PWR12 certificateholder to receive
distributions by wire transfer on and after any particular distribution date,
that certificateholder must provide the certificate administrator with written
wiring instructions no later than five days prior to the last day of the
calendar month preceding the month in which that distribution date occurs.
Otherwise, that certificateholder will receive its distributions by check mailed
to it.

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

          If, in connection with any distribution date, the certificate
administrator has reported the amount of an anticipated distribution to DTC
based on the expected receipt of any monthly payment based on information set
forth in a report, or any monthly payment expected to be paid on the last two
business days preceding such distribution date, and the related borrower fails
to make such payments at such time, the certificate administrator will use
commercially reasonable efforts to cause DTC to make the revised distribution on
a timely basis on such distribution date, but there can be no assurance that DTC
will be able to do so. The certificate administrator, the master servicers, the
special servicers and the trustee will not be liable or held


                                      S-91



responsible for any resulting delay, or claims by DTC resulting therefrom, in
the making of such distribution to series 2006-PWR12 certificateholders. In
addition, if the certificate administrator incurs out-of-pocket expenses,
despite reasonable efforts to avoid or mitigate such expenses, as a consequence
of a borrower failing to make such payments, the certificate administrator will
be entitled to reimbursement from the trust. Any such reimbursement will
constitute "Additional Trust Fund Expenses".

          Interest Distributions. All of the classes of the series 2006-PWR12
certificates will bear interest, except for the R and V classes.

          With respect to each interest-bearing class of the series 2006-PWR12
certificates, interest will accrue during each interest accrual period based
upon:

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

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

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

          On each distribution date, subject to the Available Distribution
Amount for that date and the distribution priorities described under "--Priority
of Distributions" below, the holders of each interest-bearing class of the
series 2006-PWR12 certificates will be entitled to receive--

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

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

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

          If the holders of any interest-bearing class of the series 2006-PWR12
certificates do not receive all of the interest to which they are entitled on
any distribution date, as described in the prior paragraphs, then they will
continue to be entitled to receive the unpaid portion of that interest on future
distribution dates, subject to the Available Distribution Amount for those
future distribution dates and the distribution priorities described under
"--Priority of Distributions" below.

          No portion of any Net Aggregate Prepayment Interest Shortfall for any
distribution date will be allocable to the class X certificates. The portion of
any Net Aggregate Prepayment Interest Shortfall for any distribution date that
is allocable to any particular class of series 2006-PWR12 principal balance
certificates will equal the product of--

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

          o    a fraction--

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


                                      S-92



               2.   the denominator of which is the total amount of interest
                    accrued during the related interest accrual period with
                    respect to all of the series 2006-PWR12 principal balance
                    certificates.

          Calculation of Pass-Through Rates. The pass-through rate applicable to
each interest-bearing class of series 2006-PWR12 certificates for the initial
interest accrual period is shown in the table appearing under the caption
"Summary--Overview of the Series 2006-PWR12 Certificates" in this prospectus
supplement.

          The pass-through rates for the class A-1, A-2, J, K, L, M, N, O and P
certificates for each subsequent interest accrual period will, in the case of
each of these classes, equal the lesser of:

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

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

          The pass-through rates applicable to each of the class A-3, A-AB, A-4
and A-1A certificates for each interest accrual period will equal, in the case
of each of those classes, the Weighted Average Pool Pass-Through Rate for the
distribution date that corresponds to that interest accrual period, minus a
specified percentage. In the case of the class A-3 certificates, that percentage
is 0.046%, in the case of the class A-AB certificates, that percentage is
0.064%, in the case of the class A-4 certificates, that percentage is 0.039% and
in the case of the class A-1A certificates, that percentage is 0.046%.

          The pass-through rate applicable to the class A-M, A-J, B, C, D, E, F,
G and H certificates for each interest accrual period will equal the Weighted
Average Pool Pass-Through Rate for the distribution date that corresponds to
that interest accrual period.

          The pass-through rate applicable to the class X certificates in the
aggregate for each interest accrual period will equal the excess, if any, of:

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

          o    the weighted average of the pass-through rates for the class A-1,
               A-2, A-3, A-AB, A-4, A-1A, A-M, A-J, B, C, D, E, F, G, H, J, K,
               L, M, N, O and P certificates for that interest accrual period,
               weighted on the basis of the respective total principal balances
               of those classes of series 2006-PWR12 certificates outstanding
               immediately prior to the distribution date for that interest
               accrual period.

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

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

          Principal Distributions. Subject to the relevant Available
Distribution Amount and the priority of distributions described under
"--Priority of Distributions" below, the total amount of principal payable with
respect to each class of the series 2006-PWR12 principal balance certificates on
each distribution date will equal that class's allocable share of the Principal
Distribution Amount for that distribution date as described below.

          In general, the Principal Distribution Amount for each distribution
date will be allocated concurrently to the holders of the class A-1A
certificates, on the one hand, and to the holders of the class A-1, A-2, A-3,
A-AB and A-4 certificates collectively, on the other, in the following amounts:

          o    to the holders of the class A-1A certificates in an amount equal
               to the lesser of--

               1.   the portion of the Principal Distribution Amount for that
                    distribution date that is attributable to loan group 2 and,
                    after the total principal balance of the class A-1, A-2,
                    A-3, A-AB and A-4 certificates has


                                      S-93



                    been reduced to zero, the portion of the Principal
                    Distribution Amount for that distribution date that is
                    attributable to loan group 1 (net of any portion thereof
                    that is distributable on that distribution date to the
                    holders of the class A-1, A-2, A-3, A-AB and/or A-4
                    certificates), and

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

          o    to the holders of the class A-1, A-2, A-3, A-AB and A-4
               certificates collectively in an aggregate amount equal to the
               lesser of--

               1.   the portion of the Principal Distribution Amount for that
                    distribution date that is attributable to loan group 1 and,
                    after the total principal balance of the class A-1A has been
                    reduced to zero, the portion of the Principal Distribution
                    Amount for that distribution date that is attributable to
                    loan group 2 (net of any portion thereof that is
                    distributable on that distribution date to the holders of
                    the class A-1A certificates), and

               2.   the total principal balance of the class A-1, A-2, A-3, A-AB
                    and A-4 certificates immediately prior to that distribution
                    date.

          In general, the portion of the Principal Distribution Amount that is
allocated to holders of the class A-1, A-2, A-3, A-AB and A-4 certificates
collectively as described above (such portion, the "Certificate Group 1
Principal Distribution Amount") on each distribution date will be further
allocated among those holders in the following amounts and order of priority:

          o    first, to the holders of the class A-AB certificates in an amount
               equal to the lesser of--

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

               2.   an amount sufficient to reduce the total principal balance
                    of the class A-AB certificates to the Class A-AB Planned
                    Principal Balance for that distribution date;

          o    second, to the holders of the class A-1 certificates in an amount
               equal to the lesser of--

               1.   the Certificate Group 1 Principal Distribution Amount for
                    that distribution date, reduced by any portion of that
                    amount that is allocable to reduce the total principal
                    balance of the class A-AB certificates to the Class A-AB
                    Planned Principal Balance for that distribution date as
                    described in the preceding bullet and paid to the holders of
                    that class on that distribution date, and

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

          o    third, to the holders of the class A-2 certificates in an amount
               equal to the lesser of--

               1.   the Certificate Group 1 Principal Distribution Amount for
                    that distribution date, reduced by any portion of that
                    amount that is allocable to reduce the total principal
                    balance of the class A-AB certificates to the Class A-AB
                    Planned Principal Balance for that distribution date and/or
                    any portion of that amount that is allocable to the class
                    A-1 certificates as described in the preceding bullets and
                    paid to the holders of those classes on that distribution
                    date, and

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

          o    fourth, to the holders of the class A-3 certificates in an amount
               equal to the lesser of--

               1.   the Certificate Group 1 Principal Distribution Amount for
                    that distribution date, reduced by any portion of that
                    amount that is allocable to reduce the total principal
                    balance of the class A-AB certificates to the Class A-AB
                    Planned Principal Balance for that distribution date and/or
                    any portion of that amount that is allocable to the class
                    A-1 and/or A-2 certificates as described in the preceding
                    bullets and paid to the holders of those classes on that
                    distribution date, and


                                      S-94



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

          o    fifth, to the holders of the class A-AB certificates in an amount
               (in addition to the amount allocated to them as described in the
               first bullet above) equal to the lesser of--

               1.   the Certificate Group 1 Principal Distribution Amount for
                    that distribution date, reduced by any portion of that
                    amount that is allocable to reduce the total principal
                    balance of the class A-AB certificates to the Class A-AB
                    Planned Principal Balance for that distribution date as
                    described in the first bullet above and/or any portion of
                    that amount that is allocable to the class A-1, A-2 and/or
                    A-3 certificates as described in the preceding bullets and
                    paid to the holders of those classes on that distribution
                    date, and

               2.   the total principal balance of the class A-AB certificates
                    immediately after the allocation made pursuant to the first
                    bullet above; and

          o    finally, to the holders of the class A-4 certificates in an
               amount equal to the lesser of--

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

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

          Notwithstanding the provisions described in the foregoing paragraphs,
if two or more classes of class A-1, A-2, A-3, A-AB, A-4 and A-1A certificates
are outstanding as of any Class A Principal Distribution Cross-Over Date or, in
any event, as of the final distribution date for the series 2006-PWR12
certificates, then the Principal Distribution Amount for that distribution date
and any distribution date thereafter will be allocated among the A-1, A-2, A-3,
A-AB, A-4 and A-1A classes on a pro rata basis, without regard to loan group, in
accordance with their respective total principal balances immediately prior to
that distribution date, in each case up to the total principal balance of the
respective class. While one or more of the class A-1, A-2, A-3, A-AB, A-4 and/or
A-1A certificates are outstanding, no portion of the Principal Distribution
Amount for any distribution date will be allocated to any other class of series
2006-PWR12 certificates.

          Following the retirement of the class A-1, A-2, A-3, A-AB, A-4 and
A-1A certificates, the Principal Distribution Amount for each distribution date
will be allocated, first, to the class A-M certificates, second, to the class
A-J certificates and then to the respective other classes of principal balance
certificates in order of their alphabetical designation (class B, class C and so
on), in each case up to the lesser of--

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

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

          In no event will the holders of any such other class of principal
balance certificates be entitled to receive any distributions of principal until
the total principal balance of the class A-1, A-2, A-3, A-AB, A-4 and A-1A
certificates and of all other classes of series 2006-PWR12 principal balance
certificates, if any, with a higher payment priority under the prior paragraph
is reduced to zero.

          To the extent that a master servicer or the trustee reimburses itself
for any nonrecoverable advance (including any interest accrued thereon), or for
any advance (including any interest accrued thereon) with respect to a defaulted
pooled mortgage loan that remains unreimbursed following its modification and
return to performing status, during any collection period out of the principal
portion of debt service advances and payments and other collection of principal
on the mortgage pool, the Principal Distribution Amount for the related
distribution date will be reduced by the amount of such reimbursement (although
any such amount that is subsequently recovered will generally be added to the
Principal Distribution Amount for the distribution date following the collection
period in which the recovery occurs). See "--Advances of Delinquent Monthly Debt
Service Payments", "Servicing of the Mortgage Loans Under the Series 2006-PWR12
Pooling and Servicing Agreement--Servicing and Other Compensation and Payment of
Expenses" and "Glossary--Principal Distribution Amount".


                                      S-95



          Loss Reimbursement Amounts. As discussed under "--Reductions of
Certificate Principal Balances in Connection with Realized Losses and Additional
Trust Fund Expenses" below, the total principal balance of any class of series
2006-PWR12 principal balance certificates may be reduced without a corresponding
distribution of principal. If that occurs with respect to any class of series
2006-PWR12 principal balance certificates, then, subject to the relevant
Available Distribution Amount and the priority of distributions described under
"--Priority of Distributions" below, the holders of that class will be entitled
to be reimbursed for the amount of that reduction, without interest (and without
duplication of any amount reflected in a restoration of the total principal
balance of that class under the limited circumstances described in this
prospectus supplement with respect to recoveries of amounts previously
determined to have constituted nonrecoverable advances).

          Priority of Distributions.

          On each distribution date, prior to making any other distributions of
interest and/or principal on the certificates, the certificate administrator
will apply the Available Distribution Amount for that distribution date,
concurrently:

          o    from the portion of the Available Distribution Amount
               attributable to loan group 2, to pay interest to the holders of
               the class A-1A certificates up to the total amount of interest
               payment distributable with respect to that class on the related
               distribution date,

          o    from the portion of the Available Distribution Amount
               attributable to loan group 1, to pay interest to the holders of
               the class A-1, A-2, A-3, A-AB and A-4 certificates, pro rata in
               accordance with their respective interest entitlements, up to the
               total amount of interest payment distributable with respect to
               each such class on that distribution date, and

          o    from the remaining portion of the Available Distribution Amount,
               to pay interest to the holders of the class X certificates up to
               the total amount of interest payment distributable with respect
               to that class on the related distribution date;

provided, however, that if the Available Distribution Amount for the applicable
distribution date, or the applicable portion of the Available Distribution
Amount attributable to either loan group, is insufficient to pay in full the
total amount of interest to be distributable with respect to any of those
classes as described above, the Available Distribution Amount will be allocated
among all those classes pro rata in accordance with their respective interest
entitlements, without regard to loan group.

          On each distribution date, following the distributions of interest to
the holders of the class A-1, A-2, A-3, A-AB, A-4, A-1A and X certificates
described above, the certificate administrator will apply any remaining portion
of the Available Distribution Amount for that distribution date in the following
amounts and order of priority, in each case to the extent of the remaining
portion of the Available Distribution Amount for that distribution date:

          o    first, to make distributions of principal to the holders of the
               class A-1, A-2, A-3, A-AB, A-4 and/or A-1A certificates up to an
               aggregate amount equal to the lesser of the Principal
               Distribution Amount for that distribution date and the total
               principal balance of those classes outstanding immediately prior
               to that distribution date, which amount shall be allocated
               between such classes in the amounts and order of priority
               described under "--Principal Distributions" above (including the
               provisions described in that section relating to the attribution
               of portions of the Principal Distribution Amount for any
               distribution date to loan group 1 and/or loan group 2);

          o    second, to reimburse the holders of the class A-1, A-2, A-3,
               A-AB, A-4 and/or A-1A certificates for any Realized Losses and
               Additional Trust Fund Expenses previously allocated to that class
               (as described under "-Reductions of Certificate Principal
               Balances in Connection with Realized Losses and Additional Trust
               Fund Expenses" below) and for which reimbursement has not
               previously been made, which distributions shall be made pro rata
               in accordance with the respective entitlements of those classes;

          o    third, sequentially to the holders of the class A-M, A-J, B, C,
               D, E, F, G, H, J, K, L, M, N, O and P certificates, in that order
               (with no distribution to be made on any such class until all the
               distributions described in this clause have been made to all
               other such classes with an earlier distribution priority (if
               any)),


                                      S-96



               first, to make a distribution of interest up to the amount of
               interest distributable on that class for that distribution date
               as described above under "--Interest Distributions"; then, to
               make a distribution of principal up to the portion of the
               Principal Distribution Amount for that distribution date that is
               allocated to that class as described above under "--Principal
               Distributions"; and, finally, to reimburse any Realized Losses
               and Additional Trust Fund Expenses previously allocated to that
               class (as described under "-Reductions of Certificate Principal
               Balances in Connection with Realized Losses and Additional Trust
               Fund Expenses " below) and for which reimbursement has not
               previously been made; and

          o    finally, to the holders of the class R certificates any remaining
               portion of the Available Distribution Amount for that
               distribution date.

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

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

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

          o    a fraction, which in no event may be greater than 1.0, the
               numerator of which is equal to the amount of principal
               distributed to the holders of that class of certificates on that
               distribution date, and the denominator of which is the portion of
               the Principal Distribution Amount for that distribution date that
               is attributable to loan group 1.

          If any Yield Maintenance Charge or Prepayment Premium is collected
during any particular collection period with respect to any pooled mortgage loan
in loan group 2, then on the distribution date corresponding to that collection
period, the certificate administrator will pay a portion of that Yield
Maintenance Charge or Prepayment Premium (net of liquidation fees payable
therefrom) to the holders of the class A-1A certificates (if they are
outstanding on that distribution date), up to an amount equal to, in the case of
any particular class of those certificates, the product of--

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

          o    a fraction, which in no event may be greater than 1.0 or less
               than 0.0, the numerator of which is equal to the excess, if any,
               of the pass-through rate for the class A-1A certificates over the
               discount rate, and the denominator of which is equal to the
               excess, if any, of the mortgage interest rate of the prepaid
               mortgage loan over the discount rate (provided that if the
               denominator of such fraction is equal to zero, such fraction will
               be deemed to equal 0.0), and further multiplied by

          o    a fraction, which in no event may be greater than 1.0, the
               numerator of which is equal to the amount of principal
               distributed to the holders of that class of certificates on that
               distribution date, and the denominator of which is the portion of
               the Principal Distribution Amount for that distribution date that
               is attributable to loan group 2.

          The certificate administrator will pay any remaining portion of that
Yield Maintenance Charge or Prepayment Premium to the holders of the class X
certificates.


                                      S-97



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

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

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

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

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

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

TREATMENT OF REO PROPERTIES

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

          o    distributions on the series 2006-PWR12 certificates,

          o    allocations of Realized Losses and Additional Trust Fund Expenses
               to the series 2006-PWR12 certificates, and

          o    the amount of all fees payable to the applicable master servicer,
               the applicable special servicer, the certificate administrator,
               the servicer report administrator and the trustee under the
               series 2006-PWR12 pooling and servicing agreement.

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

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

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

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


                                      S-98



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

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

          As a result of Realized Losses and Additional Trust Fund Expenses, the
total Stated Principal Balance of the pooled mortgage loans may decline below
the total principal balance of the series 2006-PWR12 certificates. If this
occurs following the distributions made to the series 2006-PWR12
certificateholders on any distribution date, then, except to the extent the
resulting mismatch exists because of the reimbursement of advances on worked-out
loans from advances and collections of principal on the mortgage pool (see
"--Advances of Delinquent Monthly Debt Service Payments" below and "Servicing of
the Mortgage Loans Under the Series 2006-PWR12 Pooling and Servicing
Agreement--Servicing and Other Compensation and Payment of Expenses"), the
respective total principal balances of the series 2006-PWR12 principal balance
certificates are to be sequentially reduced in the following order, until the
total principal balance of those classes of series 2006-PWR12 certificates
equals the total Stated Principal Balance of the pooled mortgage loans that will
be outstanding immediately following that distribution date.

ORDER OF ALLOCATION                CLASS
-------------------   ------------------------------
         1st                         P
         2nd                         O
         3rd                         N
         4th                         M
         5th                         L
         6th                         K
         7th                         J
         8th                         H
         9th                         G
        10th                         F
        11th                         E
        12th                         D
        13th                         C
        14th                         B
        15th                        A-J
        16th                        A-M
        17th           A-1, A-2, A-3, A-AB, A-4 and
                            A-1A certificates,
                          pro rata based on total
                      outstanding principal balances

          The above-described reductions in the total principal balances of the
respective classes of the series 2006-PWR12 certificates identified in the
foregoing table will represent an allocation of the Realized Losses and/or
Additional Trust Fund Expenses that caused the particular mismatch in balances
between the pooled mortgage loans and those classes of series 2006-PWR12
certificates. In general, certain Additional Trust Fund Expenses will result in
a shortfall in the payment of interest on one or more subordinate classes of the
series 2006-PWR12 certificates. However, unless and until collections of
principal on the pooled mortgage loans are diverted to cover that interest
shortfall, such Additional Trust Fund Expense will not result in a mismatch in
balances between the pooled mortgage loans and the series 2006-PWR12
certificates.


                                      S-99



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

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

               1.   all accrued and unpaid interest on the mortgage loan to, but
                    not including, the due date in the calendar month on which
                    the related net liquidation proceeds, if any, would be
                    distributable to series 2006-PWR12 certificateholders,
                    exclusive, however, of any portion of that interest that
                    represents Default Interest or Post-ARD Additional Interest,
                    and

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

          o    the total amount of liquidation proceeds, if any, recovered in
               respect of that pooled mortgage loan in connection with the
               liquidation.

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

          Any reimbursements of advances determined to be nonrecoverable and
advance interest thereon, and any payments of workout fees and/or liquidation
fees, that are made in any collection period from the principal portion of debt
service advances and collections of principal on the mortgage pool that would
otherwise be included in the Principal Distribution Amount for the related
distribution date (see "--Advances of Delinquent Monthly Debt Service Payments"
below and "Servicing of the Mortgage Loans Under the Series 2006-PWR12 Pooling
and Servicing Agreement--Servicing and Other Compensation and Payment of
Expenses") will create a deficit (or increase an otherwise-existing deficit)
between the aggregate Stated Principal Balance of the mortgage pool and the
total principal balance of the series 2006-PWR12 certificates on the succeeding
distribution date. The related reimbursements and payments made during any
collection period will therefore result in the allocation of those amounts as
Realized Losses (in reverse sequential order in accordance with the loss
allocation rules described above) to reduce principal balances of the series
2006-PWR12 principal balance certificates on the distribution date for that
collection period. However, if the Principal Distribution Amount for any
distribution date includes any collections of amounts that (i) were previously
determined to constitute nonrecoverable advances, (ii) were reimbursed to a
master servicer or the trustee from advances or collections in respect of
principal thereby resulting in a deficit described above and (iii) were
subsequently recovered, then the principal balances of the series 2006-PWR12
certificates will, in general, be restored (in sequential order of class
designation) to the extent of the lesser of such amount and the amount of
Realized Losses previously allocated thereto.

          The reimbursement of advances on worked-out loans from advances or
collections of principal on the mortgage pool (see "--Advances of Delinquent
Monthly Debt Service Payments" below and "Servicing of the Mortgage Loans Under
the Series 2006-PWR12 Pooling and Servicing Agreement--Servicing and Other
Compensation and Payment of Expenses") during any collection period will create
a deficit (or increase an otherwise-existing deficit) between the aggregate
Stated Principal Balance of the mortgage pool and the total principal balance of
the series 2006-PWR12 certificates on the succeeding distribution date but there
will not be any allocation of that deficit to reduce the principal balances of
the series 2006-PWR12 principal balance certificates on such distribution date
(although an allocation may subsequently be made if the amount reimbursed to the
applicable master servicer, the applicable special servicer or the trustee
ultimately is deemed to be nonrecoverable from the proceeds of the mortgage
loan).


                                      S-100



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

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

          o    any interest paid to a master servicer, a special servicer or the
               trustee with respect to unreimbursed advances (except to the
               extent that Default Interest and/or late payment charges are used
               to pay interest on advances as described under "--Advances of
               Delinquent Monthly Debt Service Payments" below and under
               "Servicing of the Mortgage Loans Under the Series 2006-PWR12
               Pooling and Servicing Agreement--Servicing and Other Compensation
               and Payment of Expenses--Payment of Expenses; Servicing Advances"
               in this prospectus supplement);

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

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

               1.   any reimbursements and indemnification to the certificate
                    administrator, the trustee and certain related persons, as
                    described under "Transaction Parties--The Trustee--Matters
                    Regarding the Trustee" "Transaction Parties--The Certificate
                    Administrator, Tax Administrator and Certificate
                    Registrar--Matters Regarding the Certificate Administrator"
                    in this prospectus supplement,

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

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

          o    rating agency fees, other than on-going surveillance fees, that
               cannot be recovered from the borrower and that are not paid by
               any party to the series 2006-PWR12 pooling and servicing
               agreement or by the related mortgage loan seller pursuant to the
               mortgage loan purchase agreement to which it is a party; and

          o    any amounts expended on behalf of the trust fund to remediate an
               adverse environmental condition at any mortgaged property
               securing a defaulted mortgage loan, as described under
               "Description of the Pooling and Servicing Agreements--Realization
               Upon Defaulted Mortgage Loans" in the accompanying prospectus.

          However, in general, in the case of each Mortgage Loan Group, the
expenses listed in the preceding bullets - other than those relating only to the
series 2006-PWR12 trust fund - will be allocable to and borne by (that is, such
expenses will reduce the portion of loan payments otherwise payable to the
respective holder), the holder of any Non-Pooled Subordinate Loan(s) included in
such Mortgage Loan Group prior to being allocated to and borne by the trust as
the holder of the pooled mortgage loan included in such Mortgage Loan Group. To
the extent they are allocated to and borne by the trust as the holder of the
pooled mortgage loan included in such Mortgage Loan Group, those expenses will
constitute "Additional Trust Fund Expenses" allocable to the holders of the
series 2006-PWR12 certificates.

ADVANCES OF DELINQUENT MONTHLY DEBT SERVICE PAYMENTS

          Each master servicer will be required to make, for each distribution
date, a total amount of advances of principal and/or interest generally equal to
all scheduled monthly debt service payments, other than balloon payments and
Default Interest, and assumed monthly debt service payments (as described
below), in each case net of master servicing fees, that--

          o    were due or deemed due, as the case may be, during the same
               calendar month in which the subject distribution date occurs,
               with respect to the pooled mortgage loans as to which it is the
               applicable master servicer, and


                                      S-101



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

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

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

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

          o    a fraction--

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

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

          With respect to any distribution date, each master servicer will be
required to make monthly debt service advances either out of its own funds or,
subject to replacement as and to the extent provided in the series 2006-PWR12
pooling and servicing agreement, out of funds held in that master servicer's
collection account that are not required to be paid on the series 2006-PWR12
certificates on that distribution date.

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

          The master servicers and the trustee will each be entitled to recover
any monthly debt service advance made by it out of its own funds from
collections on the pooled mortgage loan as to which the advance was made. None
of the master servicers or the trustee will be obligated to make any monthly
debt service advance that it or the applicable special servicer determines, in
its reasonable, good faith judgment, would not ultimately be recoverable
(together with interest on the advance) out of collections on the related pooled
mortgage loan. If a master servicer or the trustee makes any monthly debt
service advance that it or the applicable special servicer subsequently
determines, in its reasonable, good faith judgment, will not be recoverable out
of collections on the related pooled mortgage loan, it may obtain reimbursement
for that advance, together with interest accrued on the advance as described in
the second succeeding paragraph, out of general collections on the pooled
mortgage loans and any REO Properties in the trust fund on deposit in the
respective master servicers' collection accounts from time to time. In making
such recoverability determination, such person will be entitled to consider
(among other things) only the obligations of the borrower under the terms of the
related mortgage loan as it may have been modified, to consider (among other
things) the related mortgaged properties in their "as is" or then current
conditions and occupancies, as modified by such party's assumptions regarding
the possibility and effects of future adverse change with respect to such
mortgaged properties, to estimate and consider (among other things) future
expenses and to estimate and consider (among other things) the timing of
recoveries. In addition, any such person may update or change its recoverability
determinations at any time and may obtain from the applicable special servicer
any analysis, appraisals or market value estimates or other information in the
possession of the applicable special servicer for such purposes. The trustee
will be entitled to conclusively rely on any recoverability determination made
by a master servicer or a special servicer.

          Absent bad faith, the determination by any authorized person that an
advance constitutes a nonrecoverable advance as described above will be
conclusive and binding.


                                      S-102



          Any monthly debt service advance, with interest, that has been
determined to be a nonrecoverable advance with respect to the mortgage pool will
be reimbursable from the collection accounts in the collection period in which
the nonrecoverability determination is made. Any reimbursement of a
nonrecoverable monthly debt service advance, including interest accrued thereon,
will be made first from the principal portion of current debt service advances
and payments and other collections of principal on the mortgage pool (thereby
reducing the Principal Distribution Amount otherwise distributable on the
certificates on the related distribution date) prior to the application of any
other general collections on the mortgage pool against such reimbursement;
provided that, except in extraordinary circumstances, each Rating Agency will be
provided with at least 15 days notice before any reimbursement of a
nonrecoverable advance will be made from general collections other than
collections or advances of principal. To the extent that the amount representing
principal is insufficient to fully reimburse the party entitled to the
reimbursement, then, such party may elect at its sole option to defer the
reimbursement of the portion that exceeds such amount allocable to principal (in
which case interest will continue to accrue on the unreimbursed portion of the
advance) to one or more future collection periods. To the extent that the
reimbursement is made from principal collections, the Principal Distribution
Amount otherwise payable on the series 2006-PWR12 certificates on the related
distribution date will be reduced and a Realized Loss will be allocated (in
reverse sequential order in accordance with the loss allocation rules described
above under "--Reductions of Certificate Principal Balances in Connection with
Realized Losses and Additional Trust Fund Expenses") to reduce the total
principal balance of the series 2006-PWR12 certificates on that distribution
date.

          Additionally, in the event that any monthly debt service advance
(including any interest accrued thereon) with respect to a defaulted pooled
mortgage loan remains unreimbursed following the time that such pooled mortgage
loan is modified and returned to performing status, the applicable master
servicer or the trustee will be entitled to reimbursement for that advance (even
though that advance has not been determined to be nonrecoverable), on a monthly
basis, out of -- but solely out of -- the principal portion of debt service
advances and payments and other collections of principal on all the pooled
mortgage loans after the application of those principal payments and collections
to reimburse any party for nonrecoverable debt service advances (as described in
the prior paragraph) and/or nonrecoverable servicing advances as described under
"Servicing of the Mortgage Loans Under the Series 2006-PWR12 Pooling and
Servicing Agreement--Servicing and Other Compensation and Payment of Expenses"
(thereby reducing the Principal Distribution Amount otherwise distributable on
the certificates on the related distribution date). If any such advance is not
reimbursed in whole on any distribution date due to insufficient advances and
collections of principal in respect of the related collection period, then the
portion of that advance which remains unreimbursed will be carried over (with
interest thereon continuing to accrue) for reimbursement on the following
distribution date (to the extent of principal collections available for that
purpose). If any such advance, or any portion of any such advance, is
determined, at any time during this reimbursement process, to be ultimately
nonrecoverable out of collections on the related pooled mortgage loan, then the
applicable master servicer or the trustee, as applicable, will be entitled to
immediate reimbursement as a nonrecoverable advance in an amount equal to the
portion of that advance that remains outstanding, plus accrued interest (under
the provisions and subject to the conditions described in the preceding
paragraph). The reimbursement of advances on worked-out loans from advances and
collections of principal as described in the first sentence of this paragraph
during any collection period will result in a reduction of the Principal
Distribution Amount otherwise distributable on the certificates on the related
distribution date but will not result in the allocation of a Realized Loss on
such distribution date (although a Realized Loss may subsequently arise if the
amount reimbursed to the applicable master servicer or the trustee ultimately is
deemed to be nonrecoverable from the proceeds of the mortgage loan).

          Portions of the Principal Distribution Amount for any distribution
date will be attributed to loan group 1 and/or loan group 2 according to the
attribution rules described under "Glossary-Principal Distribution Amount" in
this prospectus supplement. Those rules address the reimbursements and
recoveries made as described above.

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

          Interest accrued with respect to any monthly debt service advance will
generally be payable at any time on or after the date when the advance is
reimbursed, in which case the payment will be made out of general collections on
the mortgage


                                      S-103



loans and any REO Properties on deposit in the master servicers' collection
accounts, thereby reducing amounts available for distribution on the
certificates. Under some circumstances, Default Interest and/or late payment
charges may be used to pay interest on advances prior to making payment from
those general collections, but prospective investors should assume that the
available amounts of Default Interest and late payment charges will be de
minimis.

          For information involving servicing advances that is similar to the
information presented in the preceding four paragraphs with respect to monthly
debt service advances, see "Servicing of the Mortgage Loans Under the Series
2006-PWR12 Pooling and Servicing Agreement--Servicing and Other Compensation and
Payment of Expenses--Payment of Expenses; Servicing Advances" below.

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

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

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

The assumed monthly debt service payment deemed due on any pooled mortgage loan
described in the prior sentence that is delinquent as to its balloon payment
will equal, for its maturity date and for each successive due date that it
remains outstanding and part of the trust fund, the monthly debt service payment
that would have been due on the mortgage loan on the relevant date if the
related balloon payment had not come due and the mortgage loan had, instead,
continued to amortize (if amortization was required) and accrue interest
according to its terms in effect prior to that maturity date. The assumed
monthly debt service payment deemed due on any pooled mortgage loan described in
the second preceding sentence as to which the related mortgaged property has
become an REO Property, will equal, for each due date that the REO Property or
any interest therein remains part of the trust fund, the monthly debt service
payment or, in the case of a mortgage loan delinquent with respect to its
balloon payment, the assumed monthly debt service payment due or deemed due on
the last due date prior to the acquisition of that REO Property. Assumed monthly
debt service payments for ARD Loans do not include Post-ARD Additional Interest
or accelerated amortization payments that are required to be made from the
application of excess cash flow.

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


                                      S-104



FEES AND EXPENSES

          The following table summarizes the related fees and expenses to be
paid from the assets of the trust fund and the recipient, source and frequency
of payments for those fees and expenses. In each case where we describe the
amount of an entitlement, we describe that amount without regard to any
limitation on the sources of funds from which the entitlement may be paid. Refer
to the column titled "sources of funds" for such limitations. Notwithstanding
any contrary description set forth in the table, with respect to each Pooled
Mortgage Loan that is included in a Trust-Serviced Mortgage Loan Group that
includes one or more Non-Pooled Subordinate Loans, special servicing fees,
workout fees, liquidation fees, servicing advance reimbursements and interest on
servicing advances generally are payable from the assets of the trust fund only
to the extent that amounts otherwise available for payment on the related
Non-Pooled Subordinate Loan(s) are insufficient.



       TYPE                 RECIPIENT                               AMOUNT                          FREQUENCY     SOURCE OF PAYMENT
-----------------   ------------------------   ------------------------------------------------   ------------   -------------------

Fees

Master Servicing    Master Servicers and       The product of the portion of the per annum        Monthly.       Interest payment on
Fee                 Primary Servicers          master servicing fee rate for the applicable                      the related pooled
                                               master servicer and the related mortgage loan                     mortgage loan and,
                                               that is applicable to such month, determined in                   with respect to
                                               the same manner as the applicable mortgage rate                   unpaid master
                                               is determined for that mortgage loan for such                     servicing fees
                                               month, and the Stated Principal Balance of that                   (including any
                                               mortgage loan. The master servicing fee rate                      primary servicing
                                               will range, on a loan-by-loan basis, from 0.02%                   fees) in respect of
                                               per annum to 0.295% per annum. With respect to                    any pooled mortgage
                                               each pooled mortgage loan for which a primary                     loan, out of the
                                               servicer acts as primary servicer, a portion of                   portion of any
                                               the master servicing fee is payable to that                       related insurance
                                               primary servicer.                                                 proceeds,
                                                                                                                 condemnation
                                                                                                                 proceeds or
                                                                                                                 liquidation
                                                                                                                 proceeds allocable
                                                                                                                 as interest.

Special             Special Servicer           The product of the portion of a rate equal to      Monthly.       Any and all
Servicing Fee                                  0.25% per annum that is applicable to such                        collections on the
                                               month, determined in the same manner as the                       pooled mortgage
                                               applicable  mortgage rate is determined for                       loans.
                                               each specially serviced mortgage loan for
                                               such month, and the Stated Principal Balance
                                               of each Specially Serviced Mortgage Loan.

Workout Fee         Special Servicer           1.0% of each collection of principal and           Monthly        The related
                                               interest on each worked out pooled mortgage loan   following a    collection of
                                               for as long as it remains a worked-out mortgage    workout and    principal and/or
                                               loan.                                              before any     interest.
                                                                                                  redefault.



                                      S-105





       TYPE                 RECIPIENT                               AMOUNT                          FREQUENCY     SOURCE OF PAYMENT
-----------------   ------------------------   ------------------------------------------------   ------------   -------------------

Liquidation Fee     Special Servicer           1.0% of the liquidation proceeds received in       Upon receipt   The related
                                               connection with a final disposition of a           of             liquidation
                                               specially serviced mortgage loan or REO property   liquidation    proceeds,
                                               or portion thereof and any condemnation proceeds   proceeds,      condemnation
                                               and insurance proceeds received by the trust       condemnation   proceeds or
                                               fund (net of any default interest, late payment    proceeds and   insurance proceeds.
                                               charges and/or post-ARD additional interest),      insurance
                                               other than in connection with the purchase or      proceeds on
                                               repurchase of any pooled mortgage loan from the    a Specially
                                               trust fund by any person.                          Serviced
                                                                                                  Mortgage
                                                                                                  Loan.

Trustee Fee         Trustee                    The product of the portion of a rate equal to      Monthly.       Any and all
                                               0.00064% per annum applicable to such month,                      collections and P&I
                                               determined in the same manner as the applicable                   advances on the
                                               mortgage rate is determined for each mortgage                     mortgage loans in
                                               loan for such month, and the Stated Principal                     the pool, to the
                                               Balance of each pooled mortgage loan.                             extent included in
                                                                                                                 the amounts
                                                                                                                 remitted by the
                                                                                                                 master servicers.

Certificate         Certificate                The product of the portion of a rate equal to      Monthly.       Any and all
Administrator Fee   Administrator              0.00061% per annum applicable to such month,                      collections and P&I
                                               determined in the same manner as the applicable                   advances on the
                                               mortgage rate is determined for each mortgage                     mortgage loans in
                                               loan for such month, and the Stated Principal                     the pool, to the
                                               Balance of each pooled mortgage loan.                             extent included in
                                                                                                                 the amounts
                                                                                                                 remitted by the
                                                                                                                 master servicers.

Servicer Report     Servicer Report            The product of the portion of a rate equal to      Monthly.       Any and all
Administrator Fee   Administrator              0.0005% per annum applicable to such month,                       collections and P&I
                                               determined in the same manner as the applicable                   advances on the
                                               mortgage rate is determined for each mortgage                     pooled mortgage
                                               loan for such month, and the Stated Principal                     loans, to the
                                               Balance of each pooled mortgage loan.                             extent included in
                                                                                                                 the amounts
                                                                                                                 remitted by the
                                                                                                                 master servicers.



                                      S-106





       TYPE                 RECIPIENT                               AMOUNT                          FREQUENCY     SOURCE OF PAYMENT
-----------------   ------------------------   ------------------------------------------------   ------------   -------------------

Additional          Master Servicers,          o    all application and processing fees for       From time      Actual collections
Servicing           Primary Servicers and           consents to approvals of assignments and      to time.       of the related fees
Compensation        Special Servicers               assumptions, further encumbrances or other                   or investment
                                                    lender approval;                                             income.

                                               o    all assumption fees, modification fees,
                                                    extension fees, consent fees, release fees,
                                                    waiver fees, fees paid in connection with
                                                    defeasance and earn-out fees or other
                                                    similar fees (excluding Prepayment
                                                    Premiums, Yield Maintenance Charges and
                                                    application and processing fees);

                                               o    all charges for beneficiary statements or
                                                    demands, amounts collected for checks
                                                    returned for insufficient funds and other
                                                    loan processing fees collected on the
                                                    pooled mortgage loans;

                                               o    late payment fees and net default interest
                                                    on pooled mortgage loans that are not used
                                                    to pay interest on advances;

                                               o    all investment income earned on amounts on
                                                    deposit in the collection accounts and (if
                                                    not required to be paid to borrower) escrow
                                                    accounts and any REO accounts; and

                                               o    any prepayment interest excess.

                                               These amounts will be allocated among the master
                                               servicers, the primary servicers and the special
                                               servicers.



                                             S-107





       TYPE                 RECIPIENT                               AMOUNT                          FREQUENCY     SOURCE OF PAYMENT
-----------------   ------------------------   ------------------------------------------------   ------------   -------------------

Expenses

Servicing           Master Servicer and        The amount of any servicing advances.              From time      Recoveries on the
Advances            Trustee (and Special                                                          to time.       related mortgage
                    Servicer, if applicable)                                                                     loan, or to the
                                                                                                                 extent that the
                                                                                                                 party making the
                                                                                                                 advance determines
                                                                                                                 the advance is
                                                                                                                 nonrecoverable,
                                                                                                                 from any and all
                                                                                                                 collections on the
                                                                                                                 pooled mortgage
                                                                                                                 loans.

Interest on         Master Servicer and        Interest accrued from time to time on the amount   When the       First from late
Servicing           Trustee (and Special       of the servicing advance at the prime lending      advance is     payment charges and
Advances            Servicer, if applicable)   rate as published in the "Money Rates" section     reimbursed.    default interest in
                                               of The Wall Street Journal.                                       excess of the
                                                                                                                 regular interest
                                                                                                                 rate on the related
                                                                                                                 pooled mortgage
                                                                                                                 loan, and then from
                                                                                                                 any and all other
                                                                                                                 collections on the
                                                                                                                 pooled mortgage
                                                                                                                 loans.

P&I Advances        Master Servicer and        The amount of any P&I advances.                    From time to   Recoveries on the
                    Trustee                                                                       time.          related mortgage
                                                                                                                 loan, or to the
                                                                                                                 extent that the
                                                                                                                 party making the
                                                                                                                 advance determines
                                                                                                                 it is
                                                                                                                 nonrecoverable,
                                                                                                                 from any and all
                                                                                                                 collections on the
                                                                                                                 pooled mortgage
                                                                                                                 loans.

Interest on P&I     Master Servicer and        Interest accrued from time to time on the amount   When the       First from late
Advances            Trustee                    of the advance at the prime lending rate as        advance is     payment charges and
                                               published in the "Money Rates" section of The      reimbursed.    default interest in
                                               Wall Street Journal.                                              excess of the
                                                                                                                 regular interest
                                                                                                                 rate on the related
                                                                                                                 pooled mortgage
                                                                                                                 loan, and then from
                                                                                                                 any and all other
                                                                                                                 collections on
                                                                                                                 the pooled mortgage
                                                                                                                 loans.



                                      S-108





       TYPE                 RECIPIENT                               AMOUNT                          FREQUENCY     SOURCE OF PAYMENT
-----------------   ------------------------   ------------------------------------------------   ------------   -------------------

Indemnification     Trustee, Certificate       Losses, liabilities and expenses incurred by the   From time to   Any and all
Expenses            Administrator, Master      trustee, the certificate administrator, a master   time.          collections on the
                    Servicers and Special      servicer or a special servicer in connection                      pooled mortgage
                    Servicers (and their       with any legal action or claim relating to the                    loans.
                    directors, members,        series 2006-PWR12 pooling and servicing
                    managers, officers,        agreement or the series 2006-PWR12 certificates
                    employees and agents)      (subject to applicable limitations under the
                                               pooling and servicing agreement).

Additional Trust    Third parties              Based on third party charges. See "--Reductions    From time to   Any and all
Fund Expenses                                  of Certificate Principal Balances in Connection    time.          collections on the
not advanced                                   with Realized Losses and Additional Trust Fund                    pooled mortgage
                                               Expenses" above.                                                  loans.



                                      S-109



REPORTS TO CERTIFICATEHOLDERS; AVAILABLE INFORMATION

          Certificate Administrator Reports. Based solely on monthly reports
prepared by the master servicers and the special servicers and delivered to the
certificate administrator, the certificate administrator will be required to
prepare and make available electronically or, upon written request from
registered holders or from those parties that cannot receive such statement
electronically, provide by first class mail, on each distribution date to each
registered holder of a series 2006-PWR12 certificate, the parties to the series
2006-PWR12 pooling and servicing agreement and any other designee of the
depositor, a report setting forth, among other things the following information
(in the aggregate and by loan group as appropriate):

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

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

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

          4.   the aggregate amount of compensation paid to the certificate
               administrator, the trustee and the servicer report administrator
               and servicing compensation paid to the master servicers and the
               special servicers during the related collection period;

          5.   the aggregate Stated Principal Balance of the mortgage pool
               outstanding immediately before and immediately after the
               distribution date;

          6.   the number, aggregate principal balance, weighted average
               remaining term to maturity and weighted average mortgage rate of
               the mortgage loans as of the end of the related collection
               period;

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

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

          9.   the Available Distribution Amount for the distribution date;

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

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

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

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

          14.  the total outstanding principal balance or notional amount, as
               the case may be, of each class of certificates immediately before
               and immediately after the distribution date, separately
               identifying any reduction in these amounts as a result of the
               allocation of Realized Losses and Additional Trust Fund Expenses;

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

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


                                     S-110



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

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

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

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

          21.  with respect to any mortgage loan as to which a liquidation
               occurred during the related collection period (other than through
               a payment in full), (A) the loan number thereof, (B) the
               aggregate of all liquidation proceeds which are included in the
               Available Distribution Amount and other amounts received in
               connection with the liquidation (separately identifying the
               portion thereof allocable to distributions on the certificates),
               and (C) the amount of any Realized Loss attributable to the
               liquidation;

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

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

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

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

          26.  a loan by loan listing of any material modification, extension or
               waiver of a mortgage loan;

          27.  a loan by loan listing of any material breach of the
               representations and warranties given with respect to mortgage
               loan by the applicable loan seller, as provided by a master
               servicer or the depositor;

          28.  the amounts of any excess liquidation proceeds held in the
               certificate administrator's account designated for such excess
               liquidation proceeds; and

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

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

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

          Information Available Electronically. The certificate administrator
will, and each master servicer may, make the certificate administrator's or that
master servicer's, as the case may be, reports available to holders and
beneficial owners of the series 2006-PWR12 certificates each month via the
certificate administrator's and/or that master servicer's internet website. In
addition, the certificate administrator will also make mortgage loan
information, as presented in the standard


                                     S-111



Commercial Mortgage Securities Association investor reporting package formats,
available to holders and beneficial owners of the series 2006-PWR12 certificates
via the certificate administrator's internet website. In addition, the
certificate administrator will make available on its website (initially located
at "www.ctslink.com") any reports on Forms 10-D, 10-K and 8-K and any amendment
to those reports that have been filed by the certificate administrator with
respect to the trust through the EDGAR system as soon as reasonably practicable
after such report has been filed. For assistance with the certificate
administrator's internet website, holders and beneficial owners of the series
2006-PWR12 certificates may call (301) 815-6600.

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

          The certificate administrator and each master servicer may require
registration and the acceptance of a disclaimer, as well as, in certain cases,
an agreement to keep the subject information confidential, in connection with
providing access to that party's internet website. The certificate administrator
will not be liable for the dissemination of information by it in accordance with
the series 2006-PWR12 pooling and servicing agreement.

          Other Information. The series 2006-PWR12 pooling and servicing
agreement will obligate the trustee, the certificate administrator or both of
them, as applicable, to make available or cause to be made available at its
respective offices (or those of a document custodian), during normal business
hours, upon reasonable advance written notice, for review by any holder or
beneficial owner of a series 2006-PWR12 certificate or any person identified to
the trustee, the certificate administrator or any document custodian, as
applicable, as a prospective transferee of a series 2006-PWR12 certificate or
any interest in that certificate, originals or copies, in paper or electronic
form, of various documents related to the assets of the trust fund and the
administration of the trust fund. Those documents include (among other things)
the mortgage files for the pooled mortgage loans; the series 2006-PWR12 pooling
and servicing agreement and any amendments thereof; the monthly reports of the
certificate administrator; the mortgage loan purchase agreements pursuant to
which we purchased the pooled mortgage loans; the annual compliance certificates
and annual accountants reports delivered by the master servicers and special
servicer; and any officer's certificates or notices of determination that any
advance constitutes a nonrecoverable advance. You should assume that the
trustee, the certificate administrator or any document custodian, as the case
may be, will be permitted to require payment of a sum sufficient to cover the
reasonable out-of-pocket costs and expenses of providing the copies.

          In connection with providing access to or copies of the items
described above and under "Information Available Electronically" above, the
trustee, the master servicer, the certificate administrator or any document
custodian, as the case may be, may require a written confirmation executed by
the requesting person or entity generally to the effect that the person or
entity is a registered holder, beneficial owner or prospective purchaser of a
series 2006-PWR12 certificate and will keep confidential any of the information
that has not been filed with the SEC.

          The trust will file distribution reports on Form 10-D, annual reports
on Form 10-K and (if applicable) current reports on Form 8-K with the Securities
and Exchange Commission (the "Commission") regarding the certificates, to the
extent, and for such time, as it shall be required to do so under the Securities
Exchange Act of 1934, as amended. Such reports will be filed under the name
"Bear Stearns Commercial Mortgage Securities Trust 2006-PWR12." Members of the
public may read and copy any materials filed with the Commission at the
Commission's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. Additional information regarding the Public Reference Room can be
obtained by calling the Commission at 1-800-SEC-0330. The 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 Retrieval ("EDGAR") system. The Depositor has filed the prospectus and the
related registration statement, including all exhibits thereto, through the
EDGAR system, so the materials should be available by logging onto the
Commission's Web site. The Commission maintains computer terminals providing
access to the EDGAR system at the office referred to above.

VOTING RIGHTS

          99.0% of the voting rights will be allocated to the holders of the
class A-1, A-2, A-3, A-AB, A-4, A-1A, A-M, A-J, B, C, D, E, F, G, H, J, K, L, M,
N, O and P certificates, in proportion to the respective total principal
balances of those classes; 1.0% of the voting rights will be allocated to the
holders of the class X certificates; and 0% of the voting rights will


                                     S-112



be allocated to the holders of the class R and V certificates. Voting rights
allocated to a class of series 2006-PWR12 certificateholders will be allocated
among those certificateholders in proportion to their respective percentage
interests in that class.

DELIVERY, FORM AND DENOMINATION

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

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

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

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

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

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

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

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

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


                                     S-113



          Securities clearance accounts and cash accounts with the Euroclear
Operator are governed by the Euroclear Terms and Conditions. The Euroclear Terms
and Conditions govern transfers of securities and cash within the Euroclear
system, withdrawal of securities and cash from the Euroclear system, and
receipts of payments with respect to securities in the Euroclear system. All
securities in the Euroclear system are held on a fungible basis without
attribution of specific securities to specific securities clearance accounts.
The Euroclear Operator acts under the Euroclear Terms and Conditions only on
behalf of member organizations of Euroclear and has no record of or relationship
with persons holding through those member organizations.

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

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

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

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

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

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

          The trustee will be entitled to a monthly fee for its services. That
fee will accrue with respect to each and every pooled mortgage loan. In each
case, that fee will accrue at 0.00064% per annum on the Stated Principal Balance
of the subject mortgage loan outstanding from time to time and will be
calculated based on the same interest accrual basis, which is either an
Actual/360 Basis or a 30/360 Basis, as the subject pooled mortgage loan. The
certificate administrator will be entitled to a monthly fee for its services.
That fee will accrue with respect to each and every pooled mortgage loan. In
each case, that fee will accrue at 0.00061% per annum on the Stated Principal
Balance of the subject mortgage loan outstanding from time to time and will be
calculated based on the same interest accrual basis, which is either an
Actual/360 Basis or a 30/360 Basis, as the subject pooled mortgage loan. The sum
of the rates at which the trustee fee and the certificate administrator fee
accrue will be equal to 0.00125% per annum. The trustee fee and certificate
administrator fee are payable out of general collections on the mortgage loans
and any REO Properties in the trust fund.


                                     S-114



          The holders of series 2006-PWR12 certificates representing a majority
of the total voting rights may remove any of the certificate administrator, the
tax administrator or the trustee, upon written notice to each master servicer,
each special servicer, us and the trustee.

          The trust fund will indemnify the certificate administrator, the tax
administrator, the trustee and their respective directors, officers, employees,
agents and affiliates against any and all losses, liabilities, damages, claims
or expenses, including, without limitation, reasonable attorneys' fees, arising
with respect to the series 2006-PWR12 pooling and servicing agreement, the
mortgage loans or the series 2006-PWR12 certificates, other than those resulting
from the breach of their respective representations and warranties or covenants,
negligence, fraud, bad faith or willful misconduct of the certificate
administrator, the tax administrator or the trustee, as applicable, other than
allocable overhead, and other than any cost or expense expressly required to be
borne by the certificate administrator, the tax administrator or the trustee, as
applicable.

          None of the certificate administrator, the tax administrator or the
trustee shall be personally liable for any action reasonably taken, suffered or
omitted by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by the series 2006-PWR12
pooling and servicing agreement. None of the certificate administrator, the tax
administrator or the trustee will be required to expend or risk its own funds or
otherwise incur financial liability in the performance of any of its duties
under the series 2006-PWR12 pooling and servicing agreement or in the exercise
of any of its rights or powers if, in the opinion of that entity, the repayment
of those funds or adequate indemnity against that risk or liability is not
reasonably assured to it.

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

AMENDMENT OF THE SERIES 2006-PWR12 POOLING AND SERVICING AGREEMENT

          The circumstances under which the series 2006-PWR12 pooling and
servicing agreement may be amended are described in the accompanying prospectus
under "Description of the Pooling and Servicing Agreements--Amendment". However,
notwithstanding that description:

          o    no such amendment may significantly change the activities of the
               trust without the consent of the holders of series 2006-PWR12
               certificates entitled to not less than 51% of the series
               2006-PWR12 voting rights, not taking into account certificates
               held by us, by any mortgage loan seller or by any affiliates or
               agents of us or any such mortgage loan seller;

          o    no such amendment may adversely affect in any material respect
               the interests of any Non-Pooled Subordinate Noteholder, without
               such respective holder's consent;

          o    the absence of an adverse effect in any material respect on the
               interests of any particular holder of a rated series 2006-PWR12
               certificate can also be evidenced by written confirmation from
               each of the Rating Agencies that the amendment will not result in
               a qualification, downgrade or withdrawal of the rating(s)
               assigned to that certificate;

          o    amendments may also be made without certificateholder consent for
               the purpose of causing continued sale treatment of the transfers
               of the pooled mortgage loans by the depositor and/or any mortgage
               loan seller under applicable standards of the Financial
               Accounting Standards Board (or any successor thereto) as in
               effect from time to time;

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

          o    no such amendment may adversely affect the status of the
               applicable grantor trust in which the class V or R certificates
               evidence interests, without the consent of 100% of the holders of
               that class of certificates; and


                                     S-115



          o    amendments with certificateholder consent require the consent of
               the holders of series 2006-PWR12 certificates entitled to not
               less than 51% of all of the series 2006-PWR12 voting rights.

TERMINATION OF THE SERIES 2006-PWR12 POOLING AND SERVICING AGREEMENT

          The obligations created by the series 2006-PWR12 pooling and servicing
agreement will terminate following the earlier of--

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

          2.   the purchase of all of the pooled mortgage loans and REO
               Properties remaining in the trust fund or held on behalf of the
               trust fund by any single certificateholder or group of
               certificateholders of the series 2006-PWR12 controlling class,
               PAR as a master servicer, WFB as a master servicer or the general
               special servicer, in that order of preference, and

          3.   the exchange by any single holder of all the series 2006-PWR12
               certificates for all of the pooled mortgage loans and REO
               Properties remaining in the trust fund.

          Written notice of termination of the series 2006-PWR12 pooling and
servicing agreement will be given to each series 2006-PWR12 certificateholder.
The final distribution to the registered holder of each series 2006-PWR12
certificate will be made only upon surrender and cancellation of that
certificate at the office of the certificate administrator or at any other
location specified in the notice of termination.

          The right of the series 2006-PWR12 controlling class
certificateholders, each master servicer and the general special servicer to
purchase all of the pooled mortgage loans and REO Properties remaining in the
trust fund is subject to the conditions (among others) that--

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

          o    within 30 days after notice of the election of that person to
               make the purchase is given, no person with a higher right of
               priority to make the purchase notifies the other parties to the
               series 2006-PWR12 pooling and servicing agreement of its election
               to do so,

          o    if more than one holder or group of holders of the series
               2006-PWR12 controlling class desire to make the purchase,
               preference will be given to the holder or group of holders with
               the largest percentage interest in the series 2006-PWR12
               controlling class, and

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

          Any purchase by any single holder or group of holders of the series
2006-PWR12 controlling class, a master servicer, the two master servicers
together or the general special servicer of all the pooled mortgage loans and
REO Properties remaining in the trust fund is required to be made at a price
equal to:

          o    the sum of--

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

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


                                     S-116



          o    solely in the case of a purchase by a master servicer or the
               general special servicer, the total of all amounts payable or
               reimbursable to the purchaser under the series 2006-PWR12 pooling
               and servicing agreement.

          The purchase will result in early retirement of the then outstanding
series 2006-PWR12 certificates. The termination price, exclusive of any portion
of the termination price payable or reimbursable to any person other than the
series 2006-PWR12 certificateholders, will constitute part of the Available
Distribution Amount for the final distribution date. Any person or entity making
the purchase will be responsible for reimbursing the parties to the series
2006-PWR12 pooling and servicing agreement for all reasonable out-of-pocket
costs and expenses incurred by the parties in connection with the purchase.

          An exchange by any single holder of all of the series 2006-PWR12
certificates for all of the pooled mortgage loans and REO Properties remaining
in the trust fund may be made by giving written notice to each of the parties to
the series 2006-PWR12 pooling and servicing agreement no later than 60 days
prior to the anticipated date of exchange. If an exchange is to occur as
described above, then the holder of the series 2006-PWR12 certificates, no later
than the business day immediately preceding the distribution date on which the
final payment on the series 2006-PWR12 certificates is to occur, must deposit in
the applicable collection accounts amounts that are together equal to all
amounts then due and owing to each master servicer, each special servicer, the
certificate administrator, the tax administrator, the trustee and their
respective agents under the series 2006-PWR12 pooling and servicing agreement.
No such exchange may occur until the total principal balance of the class A-1,
A-2, A-3, A-AB, A-4, A-1A, A-M, A-J, B, C, D, E, F, G and H certificates is
reduced to zero.

          The 1675 Broadway Non-Pooled Subordinate Noteholder has the option to
purchase the related pooled mortgage loan at the related purchase price
specified in the related intercreditor agreement for that mortgage loan in
connection with any termination of the 2006-PWR12 pooling and servicing
agreement. See "Description of the Mortgage Pool -- Certain Characteristics of
the Mortgage Pool--Subordinate and/or Other Financing--Split Loan
Structures--The 1675 Broadway Loan Group--Cure and Purchase Rights". This
purchase option is senior to the other rights to purchase the pooled mortgage
loans described above.

EVIDENCE AS TO COMPLIANCE

          Each master servicer, each special servicer, each primary servicer and
the certificate administrator is required, under the pooling and servicing
agreement (and each Additional Servicer will be required under its subservicing
agreement) to deliver annually to the trustee, the certificate administrator and
the depositor on or before the date specified in the series 2006-PWR12 pooling
and servicing agreement, an officer's certificate stating that (i) a review of
that party's servicing activities during the preceding calendar year or portion
of that year and of performance under the series 2006-PWR12 pooling and
servicing agreement, the applicable primary servicing agreement or the
applicable sub-servicing or primary servicing agreement in the case of an
Additional Servicer, as applicable, has been made under the officer's
supervision, and (ii) to the best of the officer's knowledge, based on the
review, such party has fulfilled all its obligations under the pooling and
servicing agreement, the applicable primary servicing agreement or the
applicable sub-servicing or primary servicing agreement in the case of an
Additional Servicer, as applicable, in all material respects throughout the year
or portion thereof, or, if there has been a failure to fulfill any such
obligation in any material respect, specifying the failure known to the officer
and the nature and status of the failure. In general, none of these parties will
be responsible for the performance by any other such party of that other party's
duties described above.

          In addition, each master servicer, each special servicer (regardless
of whether a special servicer has commenced special servicing of any pooled
mortgage loan), each primary servicer, the certificate administrator and the
trustee, each at its own expense, are required to furnish (and each of the
preceding parties, as applicable, shall (a) use reasonable efforts to cause,
each Servicing Function Participant (other than another such party to the
pooling and servicing agreement or a primary servicing agreement) with which it
has entered into a servicing relationship on or prior to the Issue Date with
respect to the pooled mortgage loans and (b) cause, each Servicing Function
Participant (other than another such party (other than itself) to the pooling
and servicing agreement or a primary servicing agreement) with which it has
entered into a servicing relationship after the Issue Date with respect to the
pooled mortgage loans, to furnish, each at its own expense), annually, to the
trustee, the certificate administrator and the depositor, a report (an
"Assessment of Compliance") assessing compliance by that party with the
servicing criteria set forth in Item 1122(d) of Regulation AB that contains the
following:


                                     S-117



          o    a statement of the party's responsibility for assessing
               compliance with the servicing criteria set forth in Item 1122 of
               Regulation AB applicable to it;

          o    a statement that the party used the criteria in Item 1122(d) of
               Regulation AB to assess compliance with the applicable servicing
               criteria;

          o    the party's assessment of compliance with the applicable
               servicing criteria during and as of the end of the prior fiscal
               year, setting forth any material instance of noncompliance
               identified by the party, a discussion of each such failure and
               the nature and status thereof; and

          o    a statement that a registered public accounting firm has issued
               an attestation report on the party's assessment of compliance
               with the applicable servicing criteria during and as of the end
               of the prior fiscal year.

          Each party that is required to deliver an Assessment of Compliance
will also be required to simultaneously deliver a report (an "Attestation
Report") of a registered public accounting firm, prepared in accordance with the
standards for attestation engagements issued or adopted by the Public Company
Accounting Oversight Board, that expresses an opinion, or states that an opinion
cannot be expressed (and the reasons for this), concerning the party's
assessment of compliance with the applicable servicing criteria set forth in
Item 1122(d) of Regulation AB.

                        YIELD AND MATURITY CONSIDERATIONS

YIELD CONSIDERATIONS

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

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

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

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

          o    the pass-through rate for that certificate,

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

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

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

          o    the timing and severity of any Net Aggregate Prepayment Interest
               Shortfalls and the extent to which those shortfalls result in the
               reduction of the interest distributions of that certificate.

          Rate and Timing of Principal Payments. The yield to maturity on the
offered certificates purchased at a discount or a premium will be affected by
the rate and timing of principal distributions on, or otherwise resulting in a
reduction of the total principal balances of those certificates. In turn, the
rate and timing of distributions on, or otherwise resulting in a


                                     S-118



reduction of the total principal balances of those certificates will be directly
related to the rate and timing of principal payments on or with respect to the
pooled mortgage loans. Finally, the rate and timing of principal payments on or
with respect to the pooled mortgage loans will be affected by their amortization
schedules, the dates on which balloon payments are due and the rate and timing
of principal prepayments and other unscheduled collections on them, including
for this purpose, any prepayments occurring by application of earnout reserves
or performance holdback amounts (see the "Footnotes to Appendix B and Appendix
C" for more detail) if leasing criteria are not satisfied, collections made in
connection with liquidations of pooled mortgage loans due to defaults,
casualties or condemnations affecting the mortgaged properties, or purchases or
other removals of pooled mortgage loans from the trust fund. In some cases, a
mortgage loan's amortization schedule will be recast upon the occurrence of
certain events, including prepayments in connection with property releases.

          With respect to any class of certificates with a pass-through rate
based upon, equal to or limited by the Weighted Average Pool Pass-Through Rate,
the respective pass-through rate (and, accordingly, the yield) on those classes
of offered certificates could (or, in the case of a class of certificates with a
pass-through rate based upon or equal to the Weighted Average Pool Pass-Through
Rate, will) be adversely affected if pooled mortgage loans with relatively high
mortgage interest rates experienced a faster rate of principal payments than
pooled mortgage loans with relatively low mortgage interest rates.

          Prepayments and other early liquidations of the pooled mortgage loans
will result in distributions on the offered certificates of amounts that would
otherwise be paid over the remaining terms of those mortgage loans. This will
tend to shorten the weighted average lives of the offered certificates. Defaults
on the pooled mortgage loans, particularly at or near their maturity dates, may
result in significant delays in distributions of principal on the pooled
mortgage loans and, accordingly, on the offered certificates, while work-outs
are negotiated or foreclosures are completed. These delays will tend to lengthen
the weighted average lives of the offered certificates. See "Servicing of the
Mortgage Loans Under the Series 2006-PWR12 Pooling and Servicing
Agreement--Modifications, Waivers, Amendments and Consents" in this prospectus
supplement. In addition, the ability of a borrower under an ARD Loan to repay
that loan on the related anticipated repayment date will generally depend on its
ability to either refinance the mortgage loan or sell the corresponding
mortgaged property. Also, a borrower may have little incentive to repay its
mortgage loan on the related anticipated repayment date if then prevailing
interest rates are relatively high. Accordingly, we cannot assure you that any
ARD Loan in the trust fund will be paid in full on its anticipated repayment
date.

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

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

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

          o    the amount of distributions on your offered certificates,

          o    the yield to maturity of your offered certificates,

          o    the rate of principal distributions on your offered certificates,
               and

          o    the weighted average life of your offered certificates.

          Delinquencies on the pooled mortgage loans, unless covered by
advances, may result in shortfalls in distributions of interest and/or principal
on your offered certificates for the current month. Although any shortfalls in
distributions of interest


                                     S-119



may be made up on future distribution dates, no interest would accrue on those
shortfalls. Thus, any shortfalls in distributions of interest would adversely
affect the yield to maturity of your offered certificates.

          If--

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

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

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

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

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

          In addition, if the applicable master servicer, the applicable special
servicer or the trustee reimburses itself for any advance made by it that it has
determined is not recoverable out of collections on the related pooled mortgage
loan, then that advance (together with accrued interest thereon) will, to the
fullest extent permitted, be reimbursed first out of the principal portion of
current debt service advances and payments and other collections of principal
otherwise distributable on the series 2006-PWR12 certificates, prior to being
deemed reimbursed out of payments and other collections of interest on the
mortgage pool otherwise distributable on the series 2006-PWR12 certificates. Any
such reimbursement from advances and collections of principal will reduce the
amount of principal otherwise distributable on the series 2006-PWR12
certificates on the related distribution date.

          In the event that any advance (including any interest accrued thereon)
with respect to a defaulted pooled mortgage loan remains unreimbursed following
the time that such pooled mortgage loan is modified and returned to performing
status, the relevant master servicer or the trustee, as applicable, will be
entitled to reimbursement for that advance (even though that advance has not
been determined to be nonrecoverable from collections on the related pooled
mortgage loan), out of amounts in the collection accounts representing the
principal portion of current debt service advances and payments and other
collections of principal after the application of those advances and collections
of principal to reimburse any party for nonrecoverable debt service and
servicing advances as contemplated by the prior paragraph. Any such
reimbursement payments will reduce the amount of principal otherwise
distributable on the series 2006-PWR12 certificates on the related distribution
date.

          The Effect of Loan Groups. The mortgage pool has been divided into two
loan groups for purposes of calculating distributions on the certificates. As a
result, the principal balance of the class A-1, A-2, A-3, A-AB and A-4
certificates will be particularly affected by the rate and timing of payments
and other collections of principal on the pooled mortgage loans in loan group 1
and, except following the retirement of the class A-1A certificates or in
connection with significant losses on the mortgage pool, should be largely
unaffected by the rate and timing of payments and other collections of principal
on the pooled mortgage loans in loan group 2. The principal balance of the class
A-1A certificates will be particularly affected by the rate and timing of
payments and other collections of principal on the pooled mortgage loans in loan
group 2 and, except following retirement of the class A-1, A-2, A-3, A-AB and
A-4 certificates or in connection with significant losses on the mortgage pool,
should be largely unaffected by the rate and timing of payments and other
collections of principal on the pooled mortgage loans in loan group 1. Investors
should take this into account when reviewing this "Yield and Maturity
Considerations" section.


                                     S-120



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

          o    prevailing interest rates;

          o    the terms of the mortgage loans, including--

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

               2.   amortization terms that require balloon payments;

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

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

          o    the quality of management of the mortgaged properties;

          o    the servicing of the mortgage loans;

          o    possible changes in tax laws; and

          o    other opportunities for investment.

          See "Risk Factors", "Description of the Mortgage Pool" and "Servicing
of the Mortgage Loans Under the Series 2006-PWR12 Pooling and Servicing
Agreement" in this prospectus supplement and "Risk Factors" and "Servicing of
the Mortgage Loans" in the accompanying prospectus.

          The rate of prepayment on the pooled mortgage loans is likely to be
affected by prevailing market interest rates for mortgage loans of a comparable
type, term and risk level. When the prevailing market interest rate is below the
annual rate at which a mortgage loan accrues interest, the related borrower may
have an increased incentive to refinance the mortgage loan. Conversely, to the
extent prevailing market interest rates exceed the annual rate at which a
mortgage loan accrues interest, the related borrower may be less likely to
voluntarily prepay the mortgage loan. Assuming prevailing market interest rates
exceed the revised mortgage interest rate at which an ARD Loan accrues interest
following its anticipated repayment date, the primary incentive for the related
borrower to prepay the mortgage loan on or before its anticipated repayment date
is to give the borrower access to excess cash flow, most or all of which, in any
case net of the minimum required debt service, approved property expenses and
any required reserves, must be applied to pay down principal of the mortgage
loan. Accordingly, we cannot assure you that any ARD Loan in the trust fund will
be prepaid on or before its anticipated repayment date or on any other date
prior to maturity.

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

          A number of the underlying borrowers are partnerships. The bankruptcy
of the general partner in a partnership may result in the dissolution of the
partnership. The dissolution of a borrower partnership, the winding-up of its
affairs and the distribution of its assets could result in an acceleration of
its payment obligations under the related pooled mortgage loan.


                                     S-121



          Neither we nor any of the underwriters makes any representation
regarding:

          o    the particular factors that will affect the rate and timing of
               prepayments and defaults on the pooled mortgage loans;

          o    the relative importance of those factors;

          o    the percentage of the total principal balance of the pooled
               mortgage loans that will be prepaid or as to which a default will
               have occurred as of any particular date; or

          o    the overall rate of prepayment or default on the pooled mortgage
               loans.

          Delay in Payment of Distributions. Because monthly distributions will
not be made to certificateholders until, at the earliest, the 11th day of the
month following the month in which interest accrued on the offered certificates,
the effective yield to the holders of the offered certificates will be lower
than the yield that would otherwise be produced by the applicable pass-through
rate and purchase prices, assuming the prices did not account for the delay.

WEIGHTED AVERAGE LIFE

          For purposes of this prospectus supplement, the weighted average life
of any offered certificate refers to the average amount of time that will elapse
from the assumed settlement date of June 21, 2006 until each dollar to be
applied in reduction of the total principal balance of those certificates is
paid to the investor. For purposes of this "Yield and Maturity Considerations"
section, the weighted average life of any offered certificate is determined by:

          o    multiplying the amount of each principal distribution on the
               offered certificate by the number of years from the assumed
               settlement date to the related distribution date;

          o    summing the results; and

          o    dividing the sum by the total amount of the reductions in the
               principal balance of the offered certificate.

Accordingly, the weighted average life of any offered certificate will be
influenced by, among other things, the rate at which principal of the pooled
mortgage loans is paid or otherwise collected or advanced and the extent to
which those payments, collections and/or advances of principal are in turn
applied in reduction of the principal balance that certificate.

          As described in this prospectus supplement, the Principal Distribution
Amount for each distribution date will be payable first with respect to the
class A-1, A-2, A-3, A-AB, A-4 and A-1A certificates (allocated among those
classes as described under "Description of the Offered
Certificates--Distributions--Principal Distributions" and
`"--Distributions--Priority of Distributions" in this prospectus supplement)
until the total principal balances of those classes are reduced to zero, and
will thereafter be distributable entirely with respect to the other classes of
series 2006-PWR12 principal balance certificates sequentially based upon their
relative seniority, in each case until the related total principal balance is
reduced to zero. As a consequence of the foregoing, the weighted average lives
of the class A-1, A-2, A-3, A-AB, A-4 and A-1A certificates as a group may be
shorter, and the weighted average lives of the other respective classes of
offered certificates may be shorter or longer, than would otherwise be the case
if the principal distribution amount for each distribution date were to be
allocated and paid on a pro rata basis among those classes of series 2006-PWR12
certificates according to their principal balances.

          The tables set forth below show, with respect to each class of offered
certificates with principal balances,

          o    the weighted average life of that class, and

          o    the percentage of the initial total principal balance of that
               class that would be outstanding after each of the specified
               dates,

based upon each of the indicated levels of CPR and the Structuring Assumptions.


                                     S-122



          The actual characteristics and performance of the pooled mortgage
loans will differ from the assumptions used in calculating the tables below.
Neither we nor any of the underwriters makes any representation that the pooled
mortgage loans will behave in accordance with the Structuring Assumptions set
forth in this prospectus supplement. The tables below are hypothetical in nature
and are provided only to give a general sense of how the principal cash flows
might behave under the assumed prepayment scenarios. Any difference between the
assumptions used in calculating the tables below and the actual characteristics
and performance of the pooled mortgage loans, or actual prepayment experience,
will affect the percentages of initial total principal balances outstanding over
time and the weighted average lives of the respective classes of the offered
certificates. You must make your own decisions as to the appropriate prepayment,
liquidation and loss assumptions to be used in deciding whether to purchase any
offered certificate.

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

     DISTRIBUTION DATE IN         0%     25%    50%    75%   100%
------------------------------   ----   ----   ----   ----   ----
Issue Date                        100%   100%   100%   100%   100%
June 2007                          89%    89%    89%    89%    89%
June 2008                          75%    75%    75%    75%    75%
June 2009                          55%    54%    53%    51%    50%
June 2010                          29%    27%    25%    24%    24%
June 2011 and thereafter            0%     0%     0%     0%     0%
Weighted average life (years)    2.99   2.95   2.91   2.89   2.84

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

    DISTRIBUTION DATE IN          0%     25%    50%    75%   100%
------------------------------   ----   ----   ----   ----   ----
Issue Date                        100%   100%   100%   100%   100%
June 2007                         100%   100%   100%   100%   100%
June 2008                         100%   100%   100%   100%   100%
June 2009                         100%   100%   100%   100%   100%
June 2010                         100%   100%   100%   100%   100%
June 2011 and thereafter            0%     0%     0%     0%     0%
Weighted average life (years)    4.83   4.81   4.79   4.76   4.55

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

    DISTRIBUTION DATE IN          0%     25%    50%    75%   100%
------------------------------   ----   ----   ----   ----   ----
Issue Date                        100%   100%   100%   100%   100%
June 2007                         100%   100%   100%   100%   100%
June 2008                         100%   100%   100%   100%   100%
June 2009                         100%   100%   100%   100%   100%
June 2010                         100%   100%   100%   100%   100%
June 2011                         100%    99%    98%    98%    98%
June 2012                          80%    79%    78%    78%    78%
June 2013 and thereafter            0%     0%     0%     0%     0%
Weighted average life (years)    6.60   6.57   6.56   6.55   6.50


                                     S-123



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

    DISTRIBUTION DATE IN          0%     25%    50%    75%   100%
------------------------------   ----   ----   ----   ----   ----
Issue Date                        100%   100%   100%   100%   100%
June 2007                         100%   100%   100%   100%   100%
June 2008                         100%   100%   100%   100%   100%
June 2009                         100%   100%   100%   100%   100%
June 2010                         100%   100%   100%   100%   100%
June 2011                         100%   100%   100%   100%   100%
June 2012                          79%    79%    79%    79%    79%
June 2013                          58%    56%    56%    55%    55%
June 2014                          36%    34%    34%    33%    33%
June 2015                          10%     8%     8%     8%     8%
June 2016 and thereafter            0%     0%     0%     0%     0%
Weighted average life (years)    7.32   7.27   7.26   7.26   7.25

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

    DISTRIBUTION DATE IN          0%     25%    50%    75%   100%
------------------------------   ----   ----   ----   ----   ----
Issue Date                        100%   100%   100%   100%   100%
June 2007                         100%   100%   100%   100%   100%
June 2008                         100%   100%   100%   100%   100%
June 2009                         100%   100%   100%   100%   100%
June 2010                         100%   100%   100%   100%   100%
June 2011                         100%   100%   100%   100%   100%
June 2012                         100%   100%   100%   100%   100%
June 2013                         100%   100%   100%   100%   100%
June 2014                         100%   100%   100%   100%   100%
June 2015                         100%   100%   100%   100%   100%
June 2016 and thereafter            0%     0%     0%     0%     0%
Weighted average life (years)    9.75   9.74   9.73   9.72   9.58

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

    DISTRIBUTION DATE IN          0%     25%    50%    75%   100%
------------------------------   ----   ----   ----   ----   ----
Issue Date                        100%   100%   100%   100%   100%
June 2007                          99%    99%    99%    99%    99%
June 2008                          98%    98%    98%    98%    98%
June 2009                          97%    97%    97%    97%    97%
June 2010                          96%    96%    96%    96%    96%
June 2011                          86%    86%    86%    86%    86%
June 2012                          85%    85%    85%    85%    85%
June 2013                          83%    83%    83%    83%    83%
June 2014                          82%    82%    82%    82%    82%
June 2015                          80%    80%    80%    80%    80%
June 2016 and thereafter            0%     0%     0%     0%     0%
Weighted average life (years)    8.84   8.82   8.81   8.79   8.66


                                     S-124



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

    DISTRIBUTION DATE IN          0%     25%    50%    75%   100%
------------------------------   ----   ----   ----   ----   ----
Issue Date                        100%   100%   100%   100%   100%
June 2007                         100%   100%   100%   100%   100%
June 2008                         100%   100%   100%   100%   100%
June 2009                         100%   100%   100%   100%   100%
June 2010                         100%   100%   100%   100%   100%
June 2011                         100%   100%   100%   100%   100%
June 2012                         100%   100%   100%   100%   100%
June 2013                         100%   100%   100%   100%   100%
June 2014                         100%   100%   100%   100%   100%
June 2015                         100%   100%   100%   100%   100%
June 2016 and thereafter            0%     0%     0%     0%     0%
Weighted average life (years)    9.89   9.89   9.88   9.86   9.78

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

    DISTRIBUTION DATE IN          0%     25%    50%    75%   100%
------------------------------   ----   ----   ----   ----   ----
Issue Date                        100%   100%   100%   100%   100%
June 2007                         100%   100%   100%   100%   100%
June 2008                         100%   100%   100%   100%   100%
June 2009                         100%   100%   100%   100%   100%
June 2010                         100%   100%   100%   100%   100%
June 2011                         100%   100%   100%   100%   100%
June 2012                         100%   100%   100%   100%   100%
June 2013                         100%   100%   100%   100%   100%
June 2014                         100%   100%   100%   100%   100%
June 2015                         100%   100%   100%   100%   100%
June 2016 and thereafter            0%     0%     0%     0%     0%
Weighted average life (years)    9.94   9.93   9.91   9.89   9.81


                                     S-125



                        DESCRIPTION OF THE MORTGAGE POOL

GENERAL

          We intend to include the 213 mortgage loans identified on Appendix B
to this prospectus supplement in the trust fund. The mortgage pool consisting of
those mortgage loans will have an initial mortgage pool balance of
$2,079,030,155. The mortgage pool will consist of two loan groups. Loan group 1
will consist of 185 mortgage loans and have an initial mortgage pool balance of
$1,884,359,127. Loan group 2 will consist of 28 mortgage loans and have an
initial mortgage pool balance of $194,671,028. However, the actual initial
mortgage pool balance may be as much as 5% smaller or larger than that amount if
any of those mortgage loans are removed from the mortgage pool or any other
mortgage loans are added to the mortgage pool. See "--Changes in Mortgage Pool
Characteristics" below.

          The initial mortgage pool balance will equal the total cut-off date
principal balance of all the pooled mortgage loans. The cut-off date principal
balance of any mortgage loan included in the trust fund is equal to its unpaid
principal balance as of the cut-off date, after application of all monthly debt
service payments due with respect to the mortgage loan on or before that date,
whether or not those payments were received. The cut-off date principal balance
of each mortgage loan that we intend to include in the trust fund is shown on
Appendix B to this prospectus supplement. Those cut-off date principal balances
range from $800,000 to $156,500,000 and the average of those cut-off date
principal balances is $9,760,705.

          A description of the underwriting standards for each of Prudential
Mortgage Capital Funding, LLC (and Prudential Mortgage Capital Company, LLC),
Bear Stearns Commercial Mortgage, Inc., Wells Fargo Bank, National Association,
Principal Commercial Funding II, LLC, Principal Commercial Funding, LLC and
Nationwide Life Insurance Company are set forth in this prospectus supplement
under "The Sponsors, Mortgage Loan Sellers and Originators--Prudential Mortgage
Capital Funding, LLC--PMCC's Underwriting Standards," "--Bear Stearns Commercial
Mortgage, Inc.--BSCMI's Underwriting Standards," "--Wells Fargo Bank, National
Association--Underwriting Standards, "--Principal Commercial Funding II,
LLC--Underwriting Standards," "--Principal Commercial Funding, LLC--Underwriting
Standards" and "--Nationwide Life Insurance Company--Underwriting Standards,"
respectively.

          The pooled mortgage loans included in this transaction were selected
for this transaction from mortgage loans specifically originated for
securitizations of this type by or on behalf of each mortgage loan seller taking
into account, among other factors, rating agency criteria and anticipated
feedback, anticipated subordinate investor feedback, property type and
geographic location.

          Each of the mortgage loans that we intend to include in the trust fund
is an obligation of the related borrower to repay a specified sum with interest.
Each of those mortgage loans is evidenced by one or more promissory notes and
secured by, among other things, a mortgage, deed of trust or other similar
security instrument that creates a mortgage lien on the fee ownership and/or
leasehold interest of the related borrower or another party in one or more
commercial or multifamily real properties. That mortgage lien is, in all cases,
a first priority lien, subject only to Permitted Encumbrances.

CERTAIN CHARACTERISTICS OF THE MORTGAGE POOL

          Concentration of Mortgage Loans and Borrowers.

          Several of the pooled mortgage loans or groups of cross-collateralized
and cross-defaulted pooled mortgage loans have cut-off date principal balances
that are substantially higher than the average cut-off date principal balance.
The largest of the pooled mortgage loans or group of cross-collateralized and
cross-defaulted pooled mortgage loans is the Woodland Mall, which has a cut-off
date principal balance of $156,500,000 and represents 7.5% of the initial
mortgage pool balance. The ten largest pooled mortgage loans or group of
cross-collateralized and cross-defaulted pooled mortgage loans have cut-off date
principal balances that collectively represent 32.1% of the initial mortgage
pool balance. Each of these loans is described on Appendix D to this prospectus
supplement.


                                      S-126



          Cross-Collateralized Mortgage Loans and Multi-Property Mortgage Loans;
Mortgage Loans with Affiliated Borrowers

          The mortgage pool will include nine (9) mortgage loans, representing
9.2% of the initial mortgage pool balance (representing 10.1% of the initial
loan group 1 balance), that are, in each such case, secured by two or more
properties, and two (2) groups totaling four (4) cross-collateralized pooled
mortgage loans, which groups represent 1.1% of the initial mortgage pool balance
(and 1.2% of the initial loan group 1 balance), that in the aggregate are
secured by 36 properties. However, the amount of the mortgage lien encumbering a
particular property or group of those properties may be less than the full
amount of the related mortgage loan or group of cross-collateralized mortgage
loans, generally to minimize recording tax. In such instances, the mortgage
amount is generally set at an amount equal to a specified percentage (generally
ranging from 100% to 150%, inclusive) of the appraised value or allocated loan
amount for the particular property or group of properties. This would limit the
extent to which proceeds from that property or group of properties would be
available to offset declines in value of the other mortgaged properties securing
the same mortgage loan in the trust fund.

          In addition, the mortgage pool includes some groups of mortgage loans
where the mortgage loans in the particular group are not cross-collateralized or
cross-defaulted but the loans were made to borrowers related through common
ownership of partnership or other equity interests and where, in general, the
related mortgaged properties are commonly managed. The table below shows each
group of two or more pooled mortgage loans that--

          o    are not cross-collateralized or cross-defaulted, but

          o    have the same or affiliated borrowers/owners, and

          o    have a total cut-off date principal balance (considering all
               loans in the group) that is equal to at least 1.0% of the initial
               mortgage pool balance.

                                          % OF INITIAL
                                            MORTGAGE
MORTGAGE LOAN/PROPERTY PORTFOLIO NAMES    POOL BALANCE
---------------------------------------   ------------
Group 1:
Embassy Office Park - Pool A                  1.7%
Embassy Office Park - Pool B                  1.4%
                                              ---
   TOTAL FOR GROUP:                           3.1%

Group 2:
Marriott Courtyard Solana Beach               0.7%
Best Western Miramar                          0.4%
Best Western Porterville                      0.3%
Howard Johnson San Diego                      0.3%
Days Inn Mission Bay                          0.3%
Days Inn Encinitas                            0.3%
                                              ---
   TOTAL FOR GROUP:                           2.4%

Group 3:
Brown Deer Business Park                      1.2%
940 N Central                                 0.5%
                                              ---
   TOTAL FOR GROUP:                           1.6%

Group 4:
5150 Center Street                            0.5%
3870 Highway D                                0.4%
201 West 10th Avenue                          0.4%
2181 Logan Avenue                             0.3%
                                              ---
   TOTAL FOR GROUP:                           1.5%


                                      S-127



Group 5:
Hilton Garden Inn Glastonbury                 0.6%
Hawthorn Suites Franklin                      0.4%
Fairfield Inn & Suites, (Bethlehem, PA)       0.3%
Comfort Inn North Dartmouth                   0.2%
                                              ---
   TOTAL FOR GROUP:                           1.5%

Group 6:
The Coliseum Center                           0.7%
Bellflower Shopping Center                    0.4%
La Tijera Shopping Center                     0.3%
                                              ---
   TOTAL FOR GROUP:                           1.4%

          Due Dates. Subject, in some cases, to a next business day convention,
all of the pooled mortgage loans provide for scheduled payments of principal
and/or interest to be due on the first day of each month, except for forty two
(42) mortgage loans, representing 39.9% of the initial mortgage pool balance,
which provide for scheduled payments of principal and interest to be due on the
third or fifth day of each month. The mortgage loans have various grace periods.
In no case does the due date for a balloon payment or the expiration of the
grace period for that payment occur later than the eighth day of the month. The
due date or the expiration of the grace period for monthly debt service payments
(other than balloon payments) may occur after the end of the collection period,
but in this event the applicable master servicer will be required to advance the
payment without advance interest accruing until the grace period expires. For
purposes of the foregoing discussion, a grace period is the number of days
before a late payment charge is due on the mortgage loan, which may be different
from the date an event of default would occur under the mortgage loan.

          Mortgage Rates; Calculations of Interest. Each of the pooled mortgage
loans currently accrues interest at the annual rate specified with respect to
that mortgage loan on Appendix B to this prospectus supplement. The mortgage
interest rate for each pooled mortgage loan is fixed for the remaining term of
the loan, except for (i) increases resulting from the application of default
interest rate following a default, (ii) in the case of a loan with an
anticipated repayment date, any increase described below that may occur if the
loan is not repaid by the anticipated repayment date and (iii) changes that
result from any other loan-specific provisions (if any) that are described on
the "Footnotes to Appendix B and C".

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

          Each of the mortgage loans that we intend to include in the trust fund
accrues interest on either an Actual/360 Basis or a 30/360 Basis.

          Amortization Characteristics. All of the mortgage loans are balloon
loans that, in each case, provide for:

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

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

          See Schedule I to this prospectus supplement for the amortization
schedule for the pooled mortgage loans secured by the mortgaged property
identified on Appendix B to this prospectus supplement as American Business
Center, which is a balloon loan with a nonstandard amortization schedule.

          Twenty nine (29) pooled mortgage loans, representing 13.6% of the
initial mortgage pool balance (which are included in loan group 1, representing
15.0% of the initial loan group 1 balance), are "ARD" or "hyperamortizing" loans
that provide material incentives (as described below) to, but do not require,
the related borrower to pay the mortgage loan in full


                                      S-128



by a specified date prior to the stated maturity date. We consider that
specified date to be the anticipated repayment date for the mortgage loan.
Because of these incentives, we consider the ARD loans also to be balloon loans.
We cannot assure you, however, that these incentives will result in any of these
pooled mortgage loans being paid in full on or before its anticipated repayment
date.

          Seventy five (75) of the balloon mortgage loans (including
hyperamortizing loans), representing 59.8% of the initial mortgage pool balance
(which pooled mortgage loans consist of sixty seven (67) pooled mortgage loans
in loan group 1, representing 62.2% of the initial loan group 1 balance, and
eight (8) pooled mortgage loans in loan group 2, representing 36.4% of the
initial loan group 2 balance), provide for initial interest-only periods that
expire 4 to 60 months following their respective origination dates; and fifteen
(15) of the pooled mortgage loans (including hyperamortizing loans),
representing 8.4% of the initial mortgage pool balance (which pooled mortgage
loans consist of 12 pooled mortgage loans in loan group 1, representing 8.8% of
the initial loan group 1 balance and 3 pooled mortgage loans in loan group 2,
representing 4.7% of the initial loan group 2 balance), provide for no
amortization and for interest-only payments for their entire term to maturity or
anticipated repayment date.

          In the case of each loan with an anticipated repayment date, the
provisions providing the related borrower with an incentive to repay on that
anticipated repayment date, which in each case will become effective as of that
anticipated repayment date, include:

          o    The accrual of interest in excess of the initial mortgage
               interest rate. The mortgage interest rate will generally increase
               by the excess of a specified yield on United States Treasury
               securities over the initial mortgage interest rate, a fixed
               number of percentage points or a sum of such excess and a fixed
               number of percentage points. The additional interest will
               generally be deferred and become payable (in some cases, with
               compound interest) only after the outstanding principal balance
               of the pooled mortgage loan is paid in full. Collections of this
               additional interest will be payable to the holders of the Class V
               certificates and will not be part of the Available Distribution
               Amount at any time.

          o    The application of excess cash flow from the mortgaged property
               to pay the principal amount of the pooled mortgage loan. The
               payment of principal will be in addition to the principal portion
               of the normal monthly debt service payment.

          Some of the pooled mortgage loans may, in each case, provide for a
recast of the amortization schedule and an adjustment of the monthly debt
service payments on the mortgage loan upon application of specified amounts of
condemnation proceeds or insurance proceeds to pay the related unpaid principal
balance or upon application of specified earnout escrow or holdback amounts if
certain property performance criteria are not satisfied. Some of the individual
pooled mortgage loans that are secured by multiple mortgaged properties and that
permit partial prepayments of the individual or aggregate indebtedness in
connection with releases of individual properties also provide for a recast of
the amortization and an adjustment of the monthly debt service payments on the
mortgage loan(s) upon any such prepayment and release.

          On some of the pooled mortgage loans that provide for the accrual of
interest on an Actual/360 Basis, the amount of the fixed periodic payments were
determined as if interest were to be calculated on a 30/360 Basis, which will
result in a higher payment due at maturity than would otherwise have been the
case.

          Voluntary Prepayment and Defeasance Provisions. As of the cut-off
date, the following prepayment restrictions and defeasance provisions applied to
the pooled mortgage loans:

          o    One hundred thirty eight (138) pooled mortgage loans,
               representing 63.1% of the initial mortgage pool balance (which
               pooled mortgage loans consist of 119 pooled mortgage loans in
               loan group 1, representing 61.3% of the initial loan group 1
               balance, and 19 pooled mortgage loans in loan group 2,
               representing 80.2% of the initial loan group 2 balance), prohibit
               voluntary principal prepayments for a period ending on a date
               determined by the related mortgage loan documents (which may be
               the maturity date), which period is referred to in this
               prospectus supplement as a lock-out period, but permit the
               related borrower, after an initial period of at least two years
               following the date of issuance of the series 2006-PWR12
               certificates, to defease the pooled mortgage loan by pledging
               certain government securities and obtaining the release of all or
               a portion of the mortgaged property from the lien of the
               mortgage.


                                      S-129



          o    Forty three (43) pooled mortgage loans, representing 27.4% of the
               initial mortgage pool balance (which pooled mortgage loans
               consist of 36 pooled mortgage loans in loan group 1, representing
               28.7% of the initial loan group 1 balance, and 7 pooled mortgage
               loans in loan group 2, representing 15.4% of the initial loan
               group 2 balance), prohibit voluntary principal prepayments during
               a lock-out period, and following the lock-out period provide for
               prepayment premiums or yield maintenance charges calculated on
               the basis of the greater of a yield maintenance formula and 1% of
               the amount prepaid.

          o    Twenty five (25) pooled mortgage loans, representing 5.5% of the
               initial mortgage pool balance (which pooled mortgage loans
               consist of 23 pooled mortgage loans in loan group 1, representing
               5.6% of the initial loan group 1 balance, and 2 pooled mortgage
               loans in loan group 2, representing 4.4% of the initial loan
               group 2 balance), prohibit voluntary principal prepayments during
               a lock-out period, and following the lock-out period provide for
               a prepayment premium or yield maintenance charge calculated on
               the basis of the greater of a yield maintenance formula and 1% of
               the amount prepaid, and also permit the related borrower, after
               an initial period of at least two years following the date of the
               issuance of the series 2006-PWR12 certificates, to defease the
               pooled mortgage loan by pledging certain government securities
               and obtaining the release of the mortgaged property from the lien
               of the mortgage.

          o    Two (2) pooled mortgage loans, representing 1.9% of the initial
               mortgage pool balance (which pooled mortgage loans represent 2.1%
               of the initial loan group 1 balance), permit prepayment at any
               time with the payment of a prepayment premium or yield
               maintenance charge calculated on the basis of the greater of a
               yield maintenance formula and 1% of the amount prepaid.

          o    One (1) pooled mortgage loan, representing 1.0% of the initial
               mortgage pool balance (which pooled mortgage loan represents 1.1%
               of the initial loan group 1 balance), permits prepayment in whole
               or in part at any time during the first two years following the
               date of issuance of the series 2006-PWR12 certificates with the
               payment of a prepayment premium or yield maintenance charge
               calculated on the basis of the greater of a yield maintenance
               formula and 1% of the amount prepaid, and thereafter, only
               permits the related borrower to defease the pooled mortgage loan
               by pledging certain government securities and obtaining the
               release of the mortgaged property from the lien of the mortgage.

          o    Two (2) pooled mortgage loans, representing 0.8% of the initial
               mortgage pool balance (which pooled mortgage loans represent 0.9%
               of the initial loan group 1 balance) are cross-collateralized
               with each other but have different restrictions on prepayment,
               and one of those pooled mortgage loans, representing 0.5% of the
               initial mortgage pool balance (and 0.6% of the initial loan group
               1 balance) prohibits voluntary principal prepayments during a
               lock-out period but permits the related borrower, after an
               initial period of at least two years following the date of
               issuance of the series 2006-PWR12 certificates, to defease that
               pooled mortgage loan by pledging certain government securities
               and obtaining the release of the mortgaged property from the lien
               of the mortgage, and the other pooled mortgage loan, representing
               0.3% of the initial mortgage pool balance (and 0.3% of the
               initial loan group 1 balance), permits prepayment at any time
               with the payment of a prepayment premium or yield maintenance
               charge calculated on the basis of the greater of a yield
               maintenance formula and 1% of the amount prepaid.

          o    Two (2) pooled mortgage loans, representing 0.3% of the initial
               mortgage pool balance (which pooled mortgage loans represent 0.3%
               of the initial loan group 1 balance), which are
               cross-collateralized, prohibit voluntary principal prepayments
               during a lock-out period, and following the lock-out period, the
               borrower may prepay one of these loans (but not the other) in
               full -- without the payment of a prepayment premium or yield
               maintenance charge, provided that certain debt service coverage
               ratio and loan-to-value ratio tests are satisfied -- and may
               prepay the other of these loans in full with the payment of a
               prepayment premium or yield maintenance charge calculated on the
               basis of the greater of a yield maintenance formula and 1% of the
               amount prepaid.

          Notwithstanding the foregoing, the mortgage loans generally provide
for an open period of one (1) to seven (7) months prior to and including the
maturity date or anticipated repayment date in which the related borrower may
prepay the mortgage loan without premium or defeasance requirements.


                                      S-130



          In addition, some loans permit partial prepayments despite Lock-out
Periods and Yield Maintenance Charges that may otherwise apply. See
"--Cross-Collateralized Mortgage Loans and Multi-Property Mortgage Loans;
Mortgage Loans with Affiliated Borrowers" above and Appendix D.

          In general, if defeasance is permitted under a pooled mortgage loan,
the defeasance collateral must consist of Government Securities.

          Under each pooled mortgage loan that provides for the payment of a
Yield Maintenance Charge in connection with a principal prepayment, the amount
of the charge is generally calculated so as to result in a payment to the lender
that is equal to the difference between (a) the present value of the remaining
scheduled principal and interest payments that would have become due with
respect to the prepaid portion of the pooled mortgage loan had the prepayment
not occurred discounted at a rate generally equal to the yield to maturity on
specified United States Treasury securities with a maturity generally
corresponding to the maturity date or anticipated repayment date of the pooled
mortgage loan, determined on a date close to the date of the prepayment, minus
(b) the amount of the prepayment. In certain cases, the amount of the Yield
Maintenance Charge is subject to a minimum amount that is equal to a fixed
percentage of the amount of the principal prepayment. The discount rate to be
used in the calculation of a Yield Maintenance Charge is generally equal to the
rate which, when compounded monthly, is equal to the semi-annual yield (plus
applicable spread, if any) of the corresponding United States Treasury
securities described above.

          Partial Release; Substitutions. Some of the pooled mortgage loans or
groups of cross-collateralized pooled mortgage loans that are secured by two or
more mortgaged properties, and some of the pooled mortgage loans that are
secured by a mortgaged property that consists of multiple parcels, permit the
borrower to obtain the release of the mortgage on one or more of the properties
or parcels upon a partial prepayment or partial defeasance of the loan or group
or a substitution of all or some of the mortgaged properties or parcels (in each
case, subject to the satisfaction of various conditions). The following table
summarizes the related provisions for releases in connection with partial
prepayment, partial defeasance and substitution.


                                      S-131





                                      RELEASE TYPES
                              ----------------------------




                              PARTIAL  PARTIAL
   MORTGAGE LOAN/PROPERTY     PREPAY-  DEFEAS-     PROPERTY
           NAME(S)             MENT     ANCE    SUBSTITUTION
----------------------------  -------  -------  ------------

Broken Sound Portfolio (2)       No      Yes         No
Embassy Office Park-
   Pool A (3)                    No      Yes         No
Titan Portfolio                  Yes     No          No
Embassy Office Park -
   Pool B (3)                    No      Yes         No
InTown Suites Portfolio          Yes     Yes         No
Murrietta Center & Bolsa
   Medical                       No      Yes         No
Creme de la Creme                No      Yes         No
Albany Industrial Park and
   5075 Cameron Street
   Industrial Building (10)      Yes     No          No
Ardmore West Shopping Center     No      Yes         No
Arcadia Village SC & Fiesta
   Shops West                   (12)     No          No


                                                               RELEASE CONDITIONS
                              ------------------------------------------------------------------------------------
                                                      DSCR AND LTV CONDITIONS:
                                           ---------------------------------------------
                                                                      FOR LOANS WITH
                                                                       MORE THAN TWO
                                                                        PROPERTIES,
                                                                     WHETHER DSCR/LTV
                                                                   CONDITION IS MEASURED     LENDER
                                                                   INDIVIDUALLY FOR EACH   IS ALLOWED
                                  % OF                             POST-RELEASE PROPERTY       TO
                               ALLOCATED                            (OR, IN THE CASE OF    EXPRESSLY
                                  LOAN                             SUBSTITUTION, FOR THE   CONDITION
                              AMOUNT THAT                          SUBSTITUTE PROPERTY)    TRANSACTION
                                MUST BE                             OR IN AGGREGATE FOR     ON RATING   MAX. NO. OF
   MORTGAGE LOAN/PROPERTY     DEFEASED OR  MIN. DSCR     MAX. LTV    ALL POST-RELEASE        AGENCY       RELEASES
           NAME(S)              PREPAID       (1)           (1)         PROPERTIES        CONFIRMATION    PERMITTED
----------------------------  -----------  ---------     --------  ---------------------  ------------  -----------

Broken Sound Portfolio (2)        110%       1.15x         75.0%         Aggregate            Yes           N/A
Embassy Office Park-
   Pool A (3)                     100% (4)   1.25x         80.0%         Aggregate            Yes           N/A
Titan Portfolio                   115%       1.25x         80.0%         Aggregate            Yes           N/A
Embassy Office Park -
   Pool B (3)                     100% (4)   1.25x         80.0%         Aggregate            Yes           N/A
InTown Suites Portfolio           110%         (5)          N/A          Aggregate            Yes (6)       N/A
Murrietta Center & Bolsa
   Medical                        125%       1.25x         75.0%        Individually          Yes             1 (7)
Creme de la Creme                 125%       1.40x (8)       (9)            N/A               Yes           N/A
Albany Industrial Park and
   5075 Cameron Street
   Industrial Building (10)       100%       1.45x         60.0%            N/A                No             1
Ardmore West Shopping Center      125%       1.17x (11)    73.2%            N/A                No           N/A
Arcadia Village SC & Fiesta
   Shops West                     (12)       1.20x         80.0%            N/A               Yes             1 (13)


(1)  In some cases, an additional condition under the loan documents is that the
     debt service coverage ratio or loan-to-value ratio, as applicable, not
     deteriorate immediately after giving effect to the release.


                                      S-132



(2)  The borrower under the pooled mortgage loan secured by the mortgaged
     properties identified on Appendix B to this prospectus supplement as Broken
     Sound Portfolio, which represents approximately 2.3% of the initial
     mortgage pool balance (and 2.5% of the initial loan group 1 balance), is
     entitled to obtain a release of one or more of the mortgaged properties in
     connection with a sale of the property to, and the assumption of a portion
     of the indebtedness under the loan by, a third party, subject to
     satisfaction of certain conditions set forth in the related mortgage loan
     documents, including the following: (i) the debt service coverage ratio of
     the property to be released must exceed 1.15x, (ii) the loan-to-value ratio
     of the property to be released must not exceed 75% (based on an updated
     appraisal), (iii) the aggregate debt service coverage ratio for the
     remaining properties must exceed the greater of 1.15x and the aggregate
     debt service coverage ratio of all the properties (including the property
     to be released) immediately prior to the sale, (iv) the aggregate
     loan-to-value ratio of the remaining properties must not exceed the lesser
     of 75% and the loan-to-value ratio of all the properties (including the
     property to be released) immediately prior to the sale, and (v) if required
     by the holder of the pooled mortgage loan, the related borrower must
     deliver confirmation from each Rating Agency that the release would not
     result in the downgrade, withdrawal or qualification of the then
     outstanding ratings on the series 2006-PWR12 certificates. The provisions
     described in this note are in addition to the provisions generally
     described in the table with respect to these pooled mortgage loans. In
     addition to the other conditions set forth in the table with respect to
     partial releases in connection with the defeasance, such a partial release
     is permitted only after the expiration of the defeasance lockout period
     that generally applies under the related mortgage loan documents.

(3)  The respective borrower under each of the individual pooled mortgage loans
     secured by the mortgaged properties identified on Appendix B to this
     prospectus supplement as Embassy Office Park Portfolio - Pool A, which
     represents approximately 1.7% of the initial mortgage pool balance (and
     1.9% of the initial loan group 1 balance), and Embassy Office Park
     Portfolio - Pool B, which represents approximately 1.4% of the initial
     mortgage pool balance (and 1.5% of the initial loan group 1 balance), is
     entitled to obtain a release of one or more (but not more than four) of the
     mortgaged properties securing the respective pooled mortgage loan in
     connection with a sale of the property to, and the assumption of a portion
     of the indebtedness under the loan by, a third party, subject to
     satisfaction of certain conditions set forth in the related mortgage loan
     documents, including the following: (i) the debt service coverage ratio of
     each mortgaged property to be transferred (each a "Release Property") and
     each of the remaining individual mortgaged properties comprising the
     applicable portfolio (the "Remaining Property") is at least 1.25x, (ii) the
     loan-to-value ratio with respect to the Remaining Property must not exceed
     80%, (iii) the loan-to-value ratio with respect to the Release Property
     must not exceed 80%, (iv) the ratio of the allocated loan amount of the
     Release Property to the purchase price paid by the purchaser must not
     exceed 80%, (v) if a single tenant accounts for at least 75% of the Release
     Property's net rentable area or gross potential rent, the allocated loan
     amount must be less than the "as dark" value of the Release Property, and
     (vi) the related borrower must deliver confirmation from each Rating Agency
     that the release would not result in the downgrade, withdrawal or
     qualification of the then outstanding ratings on the series 2006-PWR12
     certificates. If these conditions are not satisfied, the borrower under
     each of these pooled mortgage loans is permitted to partially defease a
     portion of the related pooled mortgage loan in an amount sufficient to
     satisfy such test, and the allocated loan amounts for the individual
     properties comprising the Remaining Property will be reduced, on a pro rata
     basis, by the principal amount defeased. The provisions described in this
     note are in addition to the provisions generally described in the table
     with respect to these pooled mortgage loans.

(4)  The release price is an amount equal to the greater of (i) the allocated
     loan amount with respect to the individual property and (ii) an amount such
     that after giving effect to such defeasance, the DSCR with respect to the
     remaining properties is not less than 1.25x and the ratio of the aggregate
     allocated loan amounts of the remaining properties to the value of the
     remaining properties is not greater then 80%.

(5)  The percentage equal to the net cash flow for the trailing 12-month period
     over the outstanding principal balance of the applicable note, after giving
     effect to the release, must equal or exceed the product of (a) 11.33%
     multiplied by (b) a fraction, the numerator of which is the original
     release amounts of all properties and the denominator of which is the
     release amounts of all properties (as may have been reduced through the
     date of determination by the pro rata application of principal paid prior
     to such date through prepayment or otherwise).

(6)  Confirmation of the ratings of the series 2006-PWR12 certificates is not
     required if the aggregate of the allocated loan amounts for the release
     property and all previously released properties is less than or equal to
     than 20% of the original principal amount of the pooled mortgage loan.

(7)  Only the Bolsa Medical Center property can be released.

(8)  The greater of (i) 1.40x and (ii) DSCR immediately prior to the release.


                                      S-133



(9)  The lesser of (i) the loan-to-value ratio for the property on the date of
     origination and (ii) the loan-to-value ratio for the property immediately
     prior to the release.

(10) Subject to the satisfaction of certain conditions, the related borrower may
     prepay one of these loans in full without the payment of a prepayment
     premium or yield maintenance charge.

(11) The greater of (i) 1.17x and (ii) debt service coverage ratio immediately
     prior to the release.

(12) The borrower is entitled to the release if the other conditions set forth
     in the table are satisfied but the borrower is permitted to make a
     prepayment up to a maximum amount equal to $300,000 in order to satisfy the
     debt service coverage ratio and loan-to-value ratio conditions.

(13) Only the Fiesta Shops West property can be released.


                                      S-134



          In addition, see the section of this prospectus supplement titled
"Description of the Mortgage Pool - Certain Characteristics of the Mortgage Pool
- Tenant Matters" for a description of certain circumstances under which the
borrowers under the cross-collateralized group of pooled mortgage loans secured
by the mortgaged properties identified on Appendix B to this prospectus
supplement as Baylor Medical Plaza and Baylor Surgicare Grapevine are entitled
to obtain a release of the Baylor Surgicare Grapevine mortgaged property from
the lien of the related mortgage.

          Furthermore, certain pooled mortgage loans permit the release or
substitution of specified air rights, parcels of real estate or improvements
that secure the mortgage loans but were not assigned any material value or
considered a source of any material cash flow for purposes of determining the
related Appraised Value or Underwritten Net Cash Flow. Such real estate is
permitted to be released without payment of a release price and consequent
reduction of the principal balance of the subject mortgage loan or substitution
of additional collateral if zoning and other conditions are satisfied.

          Non-Recourse Obligations.

          The pooled mortgage loans are generally non-recourse obligations of
the related borrowers and, upon any such borrower's default in the payment of
any amount due under the related pooled mortgage loan, the holder thereof may
look only to the related mortgaged property for satisfaction of the borrower's
obligations. In those cases where the loan documents permit recourse to the
borrower or a guarantor, we have not evaluated the financial condition of any
such person, and prospective investors should thus consider all of the pooled
mortgage loans to be non-recourse. None of the pooled mortgage loans is insured
or guaranteed by any mortgage loan seller or any of their affiliates, the United
States, any government entity or instrumentality, any private mortgage insurer
or any other person.

          "Due-on-Sale" and "Due-on-Encumbrance" Provisions.

          The mortgages generally contain due-on-sale and due-on-encumbrance
clauses that permit the holder of the mortgage to accelerate the maturity of the
related pooled mortgage loan if the borrower sells or otherwise transfers or
encumbers the related mortgaged property or that prohibit the borrower from
doing so without the consent of the holder of the mortgage. However, some of the
pooled mortgage loans permit transfers of the related mortgaged property,
subject to confirmation by each of the Rating Agencies to the effect that the
transfer will not result in a qualification, downgrade or withdrawal of any of
its then current ratings of the series 2006-PWR12 certificates and/or reasonable
approval of the proposed transferee by the holder of the mortgage, payment of an
assumption fee, which may be waived by the applicable master servicer and/or the
applicable special servicer, as the case may be, or, if collected, will be paid
to the applicable master servicer and/or the applicable special servicer as
additional servicing compensation, and certain other conditions.

          In addition, some of the pooled mortgage loans permit the borrower to
transfer the related mortgaged property to an affiliate or subsidiary of the
borrower, or an entity of which the borrower is the controlling beneficial
owner, upon the satisfaction of certain limited conditions set forth in the
applicable mortgage loan documents and/or as determined by the applicable master
servicer or permit one or more of the following transfers in limited
circumstances: (1) a transfer of the related mortgaged property to a person that
is affiliated with or otherwise related to the borrower; (2) transfers by the
borrower of the mortgaged property to specified entities or types of entities;
(3) issuance by the borrower of new partnership or membership interests; (4)
changes in ownership between existing shareholders, partners or members, as
applicable, of the borrower; (5) a transfer of non-controlling ownership
interests in the related borrower; (6) transfers of interests in the related
borrower for estate planning purposes or otherwise upon the death of a
principal; or (7) other transfers similar in nature to the foregoing.

          The applicable master servicer or the applicable special servicer will
determine, in a manner consistent with the Servicing Standard, whether to
exercise any right it may have under any due-on-sale or due-on-encumbrance
clause to accelerate payment of the related mortgage loan upon, or to withhold
its consent to, any transfer or further encumbrance of the related mortgaged
property in accordance with the series 2006-PWR12 pooling and servicing
agreement.

          Encumbered Interests.

          In the case of two hundred twenty eight (228) mortgaged properties,
representing security for 90.2% of the initial mortgage pool balance (which
mortgaged properties represent security for pooled mortgage loans consisting of
200 pooled mortgage loans in loan group 1, representing 89.2% of the initial
loan group 1 balance, and 28 pooled mortgage loans in loan group 2, representing
100% of the initial loan group 2 balance), the borrower's interest in the
related mortgaged property


                                      S-135



consists of a fee interest (and we consider the borrower's interest in a
mortgaged property to be a fee interest if (i) the borrower's interest consists
of overlapping fee and leasehold interests or (ii) the fee owner has signed the
related mortgage and has agreed to subordinate its fee interest to the related
leasehold mortgage). In the case of seven (7) mortgaged properties, representing
security for 9.6% of the initial mortgage pool balance (representing 10.6% of
the initial loan group 1 balance), the borrower's interest in the related
mortgaged property consists of a leasehold interest. One of these mortgaged
properties is the mortgaged property that secures the 1675 Broadway pooled
mortgage loan, which is one of the ten largest pooled mortgage loans. In the
case of one (1) mortgaged property Canon Plaza, representing security for 0.2%
of the initial mortgage pool balance (representing 0.2% of the initial loan
group 1 balance), the borrower's interest in the related mortgaged property
consists of a fee interest in a portion of the property and a leasehold interest
in another portion of the property. See "Summaries of the Ten Largest Mortgage
Loans--1675 Broadway" on Appendix D in this prospectus supplement. See "Risk
Factors--Loans Secured by Mortgages on a Leasehold Interest Will Subject Your
Investment to a Risk of Loss Upon a Lease Default" in this prospectus
supplement.

          Subordinate and/or Other Financing.

          SPLIT LOAN STRUCTURES

          The 1675 Broadway Loan Group

          The 1675 Broadway Pooled Mortgage Loan and the 1675 Broadway
Non-Pooled Subordinate Loan have the same borrower and are secured by the same
mortgage instrument encumbering the 1675 Broadway Mortgaged Property. The 1675
Broadway Non-Pooled Subordinate Loan is not an asset of the trust, but will be
serviced pursuant to the series 2006-PWR12 pooling and servicing agreement. The
1675 Broadway Non-Pooled Subordinate Loan has the same maturity date as the 1675
Broadway Pooled Mortgage Loan and a fixed interest rate of 6.2135% per annum.
Set forth below is a general description of the rights granted to the 1675
Non-Pooled Subordinate Noteholder pursuant to the collective arrangements
evidenced by the related Mortgage Loan Group Intercreditor Agreement and the
series 2006-PWR12 pooling and servicing agreement.

          Application of Funds. For so long as there exists and is continuing
with respect to the 1675 Broadway Loan Group (i) a monetary event of default or
(ii) any non-monetary event of default that causes the 1675 Broadway Pooled
Mortgage Loan and the 1675 Broadway Non-Pooled Subordinate Loan to become
specially serviced mortgage loans, the related intercreditor agreement requires
that all amounts received in respect of those loans (excluding certain required
reserves or reimbursements received on account of recoveries in respect of
advances and all amounts due, payable or reimbursable to any servicer or the
trustee, including without limitation advances made in connection with the 1675
Broadway Loan Group, together with accrued and unpaid interest thereon) be
applied to pay accrued and unpaid interest (other than Default Interest) and
principal (until such amounts have been paid in full) payable on the 1675
Broadway Pooled Mortgage Loan prior to paying interest or principal to the
holder of the 1675 Broadway Non-Pooled Subordinate Loan.

          Approval and Consultation Rights. Except under the circumstances
described below in this "--Approval and Consultation Rights" section, the
applicable master servicer and the applicable special servicer will be required
to obtain the prior written consent of the 1675 Broadway Non-Pooled Subordinate
Noteholder prior to taking any Material Action (which consent may be deemed
given under the circumstances contemplated by the related intercreditor
agreement); provided, that in the event that the applicable master servicer or
the applicable special servicer determines in accordance with the Servicing
Standard that immediate action is necessary to protect the interests of the
series 2006-PWR12 certificateholders and the 1675 Broadway Non-Pooled
Subordinate Noteholder (as a collective whole), the applicable master servicer
or the applicable special servicer may take any such action without waiting for
the 1675 Broadway Non-Pooled Subordinate Noteholder's response. In addition, the
applicable master servicer or the applicable special servicer will not be
obligated to seek approval from the 1675 Broadway Non-Pooled Subordinate
Noteholder for any actions to be taken by it if: (i) the applicable master
servicer or the applicable special servicer, as applicable, notified the 1675
Broadway Non-Pooled Subordinate Noteholder in writing of various actions that
the applicable master servicer or the applicable special servicer, as
applicable, proposes to take with respect to the workout or liquidation of the
1675 Broadway Loan Group; and (ii) for 60 days following the first such notice,
the 1675 Broadway Non-Pooled Subordinate Noteholder has objected to all of those
proposed actions and has failed to suggest any alternative actions that the
applicable master servicer or the applicable special servicer considers to be
consistent with the Servicing Standard.

          If and for so long as any 1675 Broadway Change of Control Event
exists, then the 1675 Broadway Non-Pooled Subordinate Noteholder will not have
the rights and powers described above in this "--Approval and Consultation
Rights"


                                      S-136



section, and neither the applicable master servicer nor the applicable special
servicer will be required to consult with or seek the consent of the 1675
Broadway Non-Pooled Subordinate Noteholder with respect to any Material Action
related to the 1675 Broadway Loan Group. Instead, the series 2006-PWR12
controlling class representative will have such rights and the applicable master
servicer or the applicable special servicer will be required to consult with or
seek the consent of the series 2006-PWR12 controlling class representative with
respect to any Material Action related to the 1675 Broadway Loan Group.

          In addition, unless a 1675 Broadway Change of Control Event exists,
subject to the provisions in the intercreditor agreement, the 1675 Broadway
Non-Pooled Subordinate Noteholder (through the applicable master servicer or
special servicer) may communicate with, respond to requests from, and deliver
any proposals to, the related borrower with respect to the items set forth above
in respect of the 1675 Broadway Loan Group, the 1675 Broadway Mortgaged Property
and the related borrower, and may forward copies of such communications or
proposals to the holder of the 1675 Broadway Pooled Mortgage Loan. The
applicable master servicer or the applicable special servicer, as the case may
be, will be required to follow the recommendations of the 1675 Broadway
Non-Pooled Subordinate Noteholder with respect to such items set forth in the
immediately preceding sentence, unless such master servicer or special servicer,
as the case may be, determines that following such recommendations would violate
the Servicing Standard.

          Notwithstanding the foregoing, no advice, direction or objection given
or made by the 1675 Broadway Non-Pooled Subordinate Noteholder or the series
2006-PWR12 controlling class representative, as contemplated by the second
preceding paragraph, may, and the applicable master servicer and the applicable
special servicer are each to ignore any advice, direction or objection so given
that in its reasonable judgment would:

          o    require or cause the applicable master servicer or the applicable
               special servicer to violate applicable law, the terms of the 1675
               Broadway Loan Group or the related pooled mortgage loan
               intercreditor agreement or any other provision of the series
               2006-PWR12 pooling and servicing agreement, including that
               party's obligation to act in accordance with the Servicing
               Standard;

          o    result in an adverse tax consequence for the trust fund; or

          o    expand the scope of the applicable master servicer's or the
               applicable special servicer's responsibilities under the series
               2006-PWR12 pooling and servicing agreement.

          Unless a 1675 Broadway Change of Control Event exists:

          o    the 1675 Broadway Non-Pooled Subordinate Noteholder will have the
               right to appoint and remove the applicable special servicer for
               the 1675 Broadway Loan Group as described under "--Right to
               Appoint Special Servicer" below;

          o    neither the applicable master servicer nor the applicable special
               servicer may enter into any sub-servicing agreement with respect
               to the 1675 Broadway Loan Group without the consent of the 1675
               Broadway Non-Pooled Subordinate Noteholder;

          o    the 1675 Broadway Non-Pooled Subordinate Noteholder may require
               the applicable master servicer or the applicable special servicer
               to terminate any particular sub-servicing agreement with respect
               to the 1675 Broadway Loan Group; and

          o    if PAR is no longer a master servicer, the 1675 Broadway
               Non-Pooled Subordinate Noteholder may require the applicable
               master servicer to--

               1.   appoint a sub-servicer, acceptable to the 1675 Broadway
                    Non-Pooled Subordinate Noteholder in its sole discretion,
                    with respect to the 1675 Broadway Loan Group, and

               2.   delegate all of its primary servicing responsibilities and
                    duties, and assign all of its corresponding master servicing
                    compensation (exclusive of a portion of the corresponding
                    master servicing fee that is in excess of a reasonable
                    primary servicing fee), with respect to the 1675 Broadway
                    Loan Group to that sub-servicer.


                                      S-137



          For so long as a 1675 Broadway Change of Control Event exists, the
foregoing rights of the 1675 Broadway Non-Pooled Subordinate Noteholder with
respect to the 1675 Broadway Loan Group will instead be exercisable by the
series 2006-PWR12 controlling class representative. The rights referred to in
the last bullet above may have a material adverse effect on the ability of the
trust fund to obtain a successor to PAR as master servicer.

          The initial 1675 Broadway Non-Pooled Subordinate Noteholder will be an
affiliate of the related sponsor and mortgage loan seller, the applicable master
servicer and the applicable special servicer.

          The 1675 Broadway Non-Pooled Subordinate Noteholder may have
relationships and interests that conflict with those of the series 2006-PWR12
certificateholders. It has no obligations to the series 2006-PWR12
certificateholders and may act solely in its own interests. No series 2006-PWR12
certificateholder may take any action against the 1675 Broadway Non-Pooled
Subordinate Noteholder for acting solely in its own interests.

          Right to Appoint Special Servicer. In connection with the special
servicing of the 1675 Broadway Loan Group, at any time prior to the occurrence
of a 1675 Broadway Change of Control Event, the holder of the 1675 Broadway
Non-Pooled Subordinate Loan may remove the existing special servicer for the
1675 Broadway Loan Group, with or without cause, and appoint a successor to the
special servicer for the 1675 Broadway Loan Group, in which case the designated
party will be the special servicer for the 1675 Broadway Loan Group. However,
that appointment will be subject to, among other things, receipt by the trustee
of written confirmation from each of the Rating Agencies that the appointment
will not result in a qualification, downgrade or withdrawal of any of the
ratings then assigned thereby to the series 2006-PWR12 certificates.

          Cure and Purchase Rights. The 1675 Broadway Non-Pooled Subordinate
Noteholder will be entitled (subject to certain terms and conditions set forth
in the related intercreditor agreement), whether or not a 1675 Broadway Change
of Control Event has occurred, to cure a monetary event of default or other
event of default that may be cured by the payment of money within 10 days after
the later of its receipt of notice of such event of default or the expiration of
the grace period. However, there may not be more than nine "cure events" over
the life of the 1675 Broadway Loan Group, more than three consecutive "cure
events" or more than six "cure events", whether or not consecutive, in any
12-month period. In addition, the 1675 Broadway Non-Pooled Subordinate
Noteholder will be entitled (subject to certain terms and conditions set forth
in the related intercreditor agreement), whether or not a 1675 Broadway Change
of Control Event has occurred, to purchase the 1675 Broadway Pooled Mortgage
Loan (in whole but not in part) for a purchase price equal to the Purchase Price
if an event of default under the 1675 Broadway Loan Group has occurred and the
1675 Broadway Loan Group becomes specially serviced or if the trust is being
terminated. That purchase price will not include any prepayment premium or yield
maintenance charge.

          The Tuscany Plaza Loan Group

          The Tuscany Plaza Pooled Mortgage Loan and the Tuscany Plaza
Non-Pooled Subordinate Loan have the same borrower and are secured by the same
mortgage instrument encumbering the Tuscany Plaza Mortgaged Property. The
Tuscany Plaza Non-Pooled Subordinate Loan is not an asset of the trust, but will
be serviced pursuant to the series 2006-PWR12 pooling and servicing agreement.
The Tuscany Plaza Non-Pooled Subordinate Loan has the same maturity date as the
Tuscany Plaza Pooled Mortgage Loan and an interest rate equal to the greater of
7.50% per annum and a fluctuating rate per annum equal to the sum of the
one-month LIBOR rate plus 4.00%, as such rate may be adjusted on a monthly
basis. The one-month LIBOR rate is not subject to a cap. Set forth below is a
general description of the rights granted to the Tuscany Plaza Non-Pooled
Subordinate Noteholder pursuant to the collective arrangements evidenced by the
related Mortgage Loan Group Intercreditor Agreement and the series 2006-PWR12
pooling and servicing agreement.

          Application of Funds. For so long as there exists and is continuing
with respect to the Tuscany Plaza Loan Group (i) a monetary event of default or
(ii) any material non-monetary event of default, the related intercreditor
agreement requires that all amounts received in respect of those loans
(excluding certain required reserves; proceeds, awards or settlements to be
applied to the restoration or repair of the Tuscany Plaza Mortgaged Property or
released to the related borrower; and reimbursements received on account of
recoveries in respect of advances and all amounts due, payable or reimbursable
to any servicer or the trustee, including without limitation advances made in
connection with the Tuscany Plaza Loan Group, together with accrued and unpaid
interest thereon) be applied to pay accrued and unpaid interest (other than
Default Interest) and principal (until such amounts have been paid in full)
payable on the Tuscany Plaza Pooled Mortgage Loan prior to paying interest or
principal to the holder of the Tuscany Plaza Non-Pooled Subordinate Loan.


                                      S-138



          Approval and Consultation Rights. Except under the circumstances
described below in this "The Tuscany Plaza Loan Group" section, the applicable
master servicer and the applicable special servicer will be required to obtain
the prior written consent of the Tuscany Plaza Non-Pooled Subordinate Noteholder
prior to taking any Material Action (which consent may be deemed given under the
circumstances contemplated by the related intercreditor agreement); provided,
that in the event that the applicable master servicer or the applicable special
servicer determines in accordance with the Servicing Standard that immediate
action is necessary to protect the interests of the series 2006-PWR12
certificateholders and the Tuscany Plaza Non-Pooled Subordinate Noteholder (as a
collective whole), the applicable master servicer or the applicable special
servicer may take any such action without waiting for the Tuscany Plaza
Non-Pooled Subordinate Noteholder's response. In addition, the applicable master
servicer or the applicable special servicer will not be obligated to seek
approval from the Tuscany Plaza Non-Pooled Subordinate Noteholder for any
actions to be taken by it if: (i) the applicable master servicer or the
applicable special servicer, as applicable, notified the Tuscany Plaza
Non-Pooled Subordinate Noteholder in writing of various actions that the
applicable master servicer or the applicable special servicer, as applicable,
proposes to take with respect to the workout or liquidation of the Tuscany Plaza
Loan Group; and (ii) for 30 days following the first such notice, the Tuscany
Plaza Non-Pooled Subordinate Noteholder has objected to all of those proposed
actions and has failed to suggest any alternative actions that the applicable
master servicer or the applicable special servicer considers to be consistent
with the Servicing Standard.

          In addition, the applicable master servicer or special servicer, as
applicable, is required to consult with the Tuscany Plaza Non-Pooled Subordinate
Noteholder on a non-binding basis with respect to proposals to take any
significant action with respect to the Tuscany Plaza Loan Group or the Tuscany
Plaza Mortgaged Property and consider alternative actions recommended by the
Tuscany Plaza Non-Pooled Subordinate Noteholder (but may, in its discretion
acting in accordance with the Servicing Standard reject any advice, objection or
recommendation by the Tuscany Plaza Non-Pooled Subordinate Noteholder) in
connection with (i) any adoption or implementation of a business plan submitted
by the related borrower with respect to the Tuscany Plaza Mortgaged Property,
(ii) the execution or renewal of any lease (if a lender approval is provided for
in the related loan documents), (iii) the release of any escrow held in
conjunction with the Tuscany Plaza Mortgage Loan to the related borrower not
expressly required by the loan documents, (iv) material alterations on the
Tuscany Plaza Mortgaged Property, if approval by the lender is required by the
related loan documents, or (v) the waiver of any notice provision related to
prepayment of all or any portion of the Tuscany Plaza Mortgage Loan. These
non-binding consultation rights, however, do not limit any rights (if any) that
the Tuscany Plaza Non-Pooled Subordinate Noteholder may otherwise then have in
connection with a Material Action.

          If and for so long as any Tuscany Plaza Change of Control Event
exists, then the Tuscany Plaza Non-Pooled Subordinate Noteholder will not have
the rights and powers described in this "--Approval and Consultation Rights"
section, and neither the applicable master servicer nor the applicable special
servicer will be required to consult with or seek the consent of the Tuscany
Plaza Non-Pooled Subordinate Noteholder with respect to any Material Action
related to the Tuscany Plaza Loan Group. Instead, the series 2006-PWR12
controlling class representative will have such rights and the applicable master
servicer or the applicable special servicer will be required to consult with or
seek the consent of the series 2006-PWR12 controlling class representative with
respect to any Material Action related to the Tuscany Plaza Loan Group.

          Notwithstanding the foregoing, no advice, direction or objection given
or made by the Tuscany Plaza Non-Pooled Subordinate Noteholder or the series
2006-PWR12 controlling class representative, as contemplated by the second
preceding paragraph, may, and the applicable master servicer and the applicable
special servicer are each to ignore any advice, direction or objection so given
that in its reasonable judgment would:

          o    require or cause the applicable master servicer or the applicable
               special servicer to violate applicable law, the terms of the
               Tuscany Plaza Loan Group or the related pooled mortgage loan
               intercreditor agreement or any other provision of the series
               2006-PWR12 pooling and servicing agreement, including that
               party's obligation to act in accordance with the Servicing
               Standard; or

          o    result in an adverse tax consequence for the trust fund.

          The initial Tuscany Plaza Non-Pooled Subordinate Noteholder will be an
affiliate of the related sponsor and mortgage loan seller, the applicable master
servicer and the applicable special servicer.

          The Tuscany Plaza Non-Pooled Subordinate Noteholder may have
relationships and interests that conflict with those of the series 2006-PWR12
certificateholders. It has no obligations to the series 2006-PWR12
certificateholders and may act


                                      S-139



solely in its own interests. No series 2006-PWR12 certificateholder may take any
action against the Tuscany Plaza Non-Pooled Subordinate Noteholder for acting
solely in its own interests.

          Right to Appoint Special Servicer. In connection with the special
servicing of the Tuscany Plaza Loan Group, at any time prior to the occurrence
of a Tuscany Plaza Change of Control Event, the holder of the Tuscany Plaza
Non-Pooled Subordinate Loan may remove the existing special servicer for the
Tuscany Plaza Loan Group, with or without cause, and appoint a successor to the
special servicer for the Tuscany Plaza Loan Group, in which case the designated
party will be the special servicer for the Tuscany Plaza Loan Group. However,
that appointment will be subject to, as applicable, among other things, receipt
by the trustee of written confirmation from each of the Rating Agencies that the
appointment will not result in a qualification, downgrade or withdrawal of any
of the ratings then assigned thereby to the series 2006-PWR12 certificates.

          Cure and Purchase Rights. The Tuscany Plaza Non-Pooled Subordinate
Noteholder will be entitled (subject to certain terms and conditions set forth
in the related intercreditor agreement), whether or not a Tuscany Plaza Change
of Control Event has occurred, to cure a monetary event of default or other
event of default that may be cured by the payment of money within 5 days after
the later of its receipt of notice of such event of default or the expiration of
the grace period. However, there may not be more than six "cure events" over the
life of the Tuscany Plaza Loan Group and no single "cure event" may exceed three
consecutive months. In addition, the Tuscany Plaza Non-Pooled Subordinate
Noteholder will be entitled (subject to certain terms and conditions set forth
in the related intercreditor agreement), whether or not a Tuscany Plaza Change
of Control Event has occurred, to purchase the Tuscany Plaza Pooled Mortgage
Loan (in whole but not in part) for a purchase price generally equal to the
Purchase Price if (i) any principal or interest payment on the Tuscany Plaza
Loan Group is 10 or more days delinquent, (ii) the Tuscany Plaza Loan Group has
been accelerated, (iii) the principal balance of the Tuscany Plaza Loan Group is
not paid at maturity, (iv) the related borrower files a petition for bankruptcy
or (v) an event of default under the Tuscany Plaza Loan Group occurs and
continues and the Tuscany Plaza Loan Group becomes specially serviced. The
purchase price will not include any amount in respect of advances that was
reimbursed out of general collections of the Trust Fund or any prepayment
premium, exit fee, default interest or late charge.

          OTHER PROPERTY-SECURED FINANCING AND MEZZANINE AND SIMILAR FINANCING

          Existing (Mezzanine and Similar Financing)

          The following table summarizes information regarding mezzanine and
similar financing incurred by one or more owners of the borrower that is secured
by a pledge of all or a portion of that owner's direct or indirect equity
interests in the borrower.



                                                                                          TRANSFER OF
                                                                                         MORE THAN 49%
                                                                                          INTEREST IN
                                                                OTHER    OTHER LENDER    OTHER LOAN IS     OTHER
                                               OTHER LENDER    LENDER         HAS         PROHIBITED      LOAN IS
                                               HAS EXECUTED   HAS CURE     DEFAULTED    WITHOUT RATING   PRESENTLY
                      % OF       ORIGINAL        OR WILL       RIGHTS        LOAN           AGENCY        HELD BY
                     INITIAL     PRINCIPAL       EXECUTE         FOR       PURCHASE      CONFIRMATION     RELATED
     MORTGAGE       MORTGAGE     AMOUNT OF    INTERCREDITOR   MORTGAGE    OPTION FOR     (UNLESS TO A     MORTGAGE
  LOAN/PROPERTY       POOL      MEZZANINE/      OR SIMILAR      LOAN     THE MORTGAGE      QUALIFIED       LOAN
 PORTFOLIO NAMES     BALANCE   SIMILAR DEBT     AGREEMENT     DEFAULTS      LOAN          TRANSFEREE)     SELLER
-----------------   --------   ------------   -------------   --------   ------------   --------------   ---------

Tower at Erieview     2.1%      $8,566,308         Yes           Yes          Yes             Yes            No


          Except as otherwise indicated in the table:

          o    in cases where the transfer of the other loan is restricted, any
               transferee of all or a greater than 49% interest in the mezzanine
               loan must meet certain financial and other qualifications, unless
               confirmation has been obtained from each Rating Agency that the
               transfer would not result in the downgrade, withdrawal or
               qualification of the then current ratings on the series
               2006-PWR12 certificates; and

          o    in cases where the other lender has a purchase option, if the
               pooled mortgage loan is in default beyond the expiration of
               applicable grace and cure periods, the junior lender generally
               has the right to purchase the pooled mortgage loan, in whole and
               not in part, for a price that is not less than the outstanding
               principal


                                      S-140



               balance thereof and all accrued and unpaid interest thereon (but
               generally excluding any late payment fees, default interest or
               prepayment premium).

          Permitted In Future (Secured Financing and Mezzanine and Similar
Financing)

          The following table summarizes information regarding the circumstances
under which the borrowers or their owners are permitted to incur secondary
financing secured by the mortgaged property and/or mezzanine and similar
financing secured by a pledge of all or a portion of an owner's direct or
indirect equity interests in the borrower:



                                                                                      MINIMUM       MAXIMUM     MORTGAGE
                                                                       OTHER       COMBINED DEBT   COMBINED      LENDER
                              % OF                                  LENDER MUST       SERVICE      LTV RATIO   ALLOWED TO
                             INITIAL                     MAXIMUM      EXECUTE     COVERAGE RATIO      OF        REQUIRE
                            MORTGAGE                    PRINCIPAL  INTERCREDITOR   OF MORTGAGE    MORTGAGE      RATING
  MORTGAGE LOAN/PROPERTY      POOL      TYPE OF DEBT      AMOUNT     OR SIMILAR   LOAN AND OTHER   LOAN AND      AGENCY
      PORTFOLIO NAMES        BALANCE      PERMITTED     PERMITTED    AGREEMENT         LOAN       OTHER LOAN  CONFIRMATION
--------------------------  --------  ----------------  ---------  -------------  --------------  ----------  ------------

1675 Broadway                 7.5%      Mezzanine (1)      (1)          Yes            1.25x          N/A          Yes
The Coliseum Center           0.7%        Mezzanine        (2)          Yes            1.10x          80%          Yes
Broken Sound Portfolio        2.3%        Mezzanine        N/A          Yes            1.15x          75%          Yes
InTown Suites Portfolio       1.0%        Mezzanine        N/A          Yes            1.20x          80%          Yes
Baylor Medical Plaza and
   Baylor Surgicare
   Grapevine                  0.8%      Mezzanine (3)      N/A          Yes            1.20x          80%          Yes
Marriott Courtyard Solana
   Beach                      0.7%        Mezzanine        N/A          Yes            1.40x          70%           No
Nicolet Office Center         0.5%        Mezzanine        N/A           No            1.20x          80%          Yes
Tri-City Pavilion             0.5%        Mezzanine        N/A          Yes            1.20x          75%          Yes
Bellflower Shopping Center    0.4%        Mezzanine        (2)          Yes            1.10x          80%          Yes
Best Western Miramar          0.4%        Mezzanine        N/A          Yes            1.40x          70%           No
Micron Building               0.4%      Mezzanine (4)      (2)          Yes            1.20x          85%          Yes
College Park Apartments       0.4%    Property-Secured     N/A           No            1.25x          75%          Yes
1300 Virginia Drive           0.4%        Mezzanine        N/A          Yes            1.07x          85%          Yes
Laurel Commons                0.3%    Property-Secured     N/A           No            1.25x          80%          Yes
Thomas Road Project           0.3%    Property-Secured     N/A          Yes             (5)           (5)          Yes
                                             (5)
                                             and
                                          Mezzanine        N/A          Yes            1.20x          75%          Yes
Best Western Porterville      0.3%        Mezzanine        N/A          Yes            1.40x          70%           No
Howard Johnson San Diego      0.3%        Mezzanine        N/A          Yes            1.40x          70%           No
Days Inn Mission Bay          0.3%        Mezzanine        N/A          Yes            1.40x          70%           No
Days Inn Encinitas            0.3%        Mezzanine        N/A          Yes            1.40x          70%           No
100 Tamal Plaza               0.2%        Mezzanine        N/A          Yes            1.25x          75%          Yes
Hidden Lakes Center           0.2%    Property-Secured     N/A           No            1.35x          75%          Yes
Bonita Commerce Center        0.2%    Property-Secured     N/A           No            1.35x          75%          Yes
North Ranch Plaza             0.2%        Mezzanine        N/A          Yes            1.30x          75%           No


(1)  The amount of debt permitted to be incurred on any date is constrained by
     applicable debt service coverage ratio and/or loan-to-value ratio
     requirements but in no event may exceed $10,000,000.

(2)  The amount of debt permitted to be incurred on any date is constrained by
     applicable debt service coverage ratio and/or loan-to-value ratio
     requirements.

(3)  The indebtedness is permitted only in connection with the construction of
     certain expansion space.


                                      S-141



(4)       The indebtedness is permitted only in connection with a sale of the
          related mortgaged property.

(5)       The related borrower is permitted to incur secured subordinate
          indebtedness in the future in connection with the construction of an
          additional flex building (with approximately 5,700 square feet of
          space) on the premises, subject to the satisfaction of certain
          conditions, including: (i) the debt service coverage ratio of the
          additional building must be at least 1.20x with respect to the
          subordinate indebtedness only; (ii) the subordinate indebtedness must
          have a maturity date that is co-terminous with the related pooled
          mortgage loan; (iii) the subordinate lender must be approved by the
          holder of the pooled mortgage loan; (iv) the subordinate lender must
          execute intercreditor documentation satisfactory to the holder of the
          pooled mortgage loan; and (v) if required by the holder of the pooled
          mortgage loan, the borrower must cause to be delivered a confirmation
          from the Rating Agencies to the effect that the incurrence of the
          indebtedness will not result in a qualification, downgrade or
          withdrawal of any of the ratings on the series 2006-PWR12
          certificates.

          Additional Related Information

          In addition, there may be other mortgage loans that we intend to
include in the trust fund, as to which direct and indirect equity owners of the
related borrower have pledged or are permitted in the future to pledge their
respective equity interests to secure financing, or as to which the related
borrower is permitted to incur subordinate debt secured by the related mortgaged
property.

          See "Legal Aspects of Mortgage Loans--Subordinate Financing" in the
accompanying prospectus and "Risk Factors--A Borrower's Other Loans May Reduce
the Cash Flow Available to the Mortgaged Property Which May Adversely Affect
Payment on Your Certificates; Mezzanine Financing Reduces a Principal's Equity
in, and Therefore Its Incentive to Support, a Mortgaged Property" in this
prospectus supplement.

          The pooled mortgage loans generally do not prohibit indebtedness
secured by equipment or other personal property located at the mortgaged
property.

          OTHER ADDITIONAL FINANCING

          With respect to thirty seven (37) pooled mortgage loans, representing
5.3% of the initial mortgage pool balance (consisting of thirty two (32) pooled
mortgage loans in loan group 1, representing 4.9% of the initial loan group 1
balance, and five (5) pooled mortgage loans in loan group 2, representing 8.5%
of the initial loan group 2 balance), the borrower is not a special purpose
entity. In general, borrowers that are not special purposes entities, and
certain other borrowers that have not agreed to certain special purpose
covenants in the related mortgage loan documents, are not prohibited from
incurring additional debt, which may include debt that is secured by other
property owned by the borrower, and the owners of such borrowers are not
prohibited from incurring mezzanine debt secured by pledges of their equity
interests in those borrowers. Certain of these borrowers and owners may have
already incurred such additional debt.

          The mortgage loans generally do not prohibit the related borrower from
incurring other unsecured indebtedness, including but not limited to trade
payables, in the ordinary course of business, or from incurring indebtedness
secured by equipment or other personal property located at the mortgaged
property. In some cases, this debt has included or may include loans from
affiliates, members or partners.

          With respect to the pooled mortgage loan secured by the mortgaged
property identified on Appendix B to this prospectus supplement as 1675
Broadway, representing 7.5% of the initial mortgage pool balance (and 8.2% of
the initial loan group 1 balance), the loan documents permit the related
borrower to incur future unsecured subordinate indebtedness from its affiliates
in an amount up to $5,000,000, provided that, among other conditions, a
subordination agreement acceptable to the mortgage lender is delivered.

          With respect to the pooled mortgage loan secured by the mortgaged
property identified on Appendix B to this prospectus supplement as Tuscany
Plaza, representing 1.3% of the initial mortgage pool balance (and 1.4% of the
initial loan group 1 balance), the loan documents permit the related borrower to
incur future unsecured subordinate indebtedness from a borrower principal in an
amount up to $1,000,000, provided that, among other conditions, a subordination
agreement acceptable to the mortgage lender is delivered and the intercompany
debt is for a term not to exceed 90 days.


                                      S-142



          With respect to the pooled mortgage loan secured by the mortgaged
property identified on Appendix B to this prospectus supplement as Data Point,
representing 0.6% of the initial mortgage pool balance (and 0.7% of the initial
loan group 1 balance), the loan documents permit the related borrower to incur
future unsecured subordinate indebtedness from its members and affiliates,
provided that, among other conditions, a subordination agreement acceptable to
the holder of the pooled mortgage loan is delivered, the amount of the
intercompany debt does not exceed $2,000,000 and the subordinate debt is not
subsequently transferred without approval of the holder of the pooled mortgage
loan.

          With respect to the pooled mortgage loan secured by the mortgaged
property identified on Appendix B to this prospectus supplement as Bellevue
Plaza, representing 0.4% of the initial mortgage pool balance (and 0.5% of the
initial loan group 1 balance), the loan documents permit the related borrower to
incur future unsecured subordinate indebtedness in an amount up to $250,000 for
working capital purposes, provided that, among other conditions, a subordination
agreement acceptable to the mortgage lender is delivered.

          With respect to the pooled mortgage loan secured by the mortgaged
property identified on Appendix B to this prospectus supplement as Radisson
Hotel - Kenosha, representing 0.3% of the initial mortgage pool balance (and
0.4% of the initial loan group 1 balance), the loan documents permit the related
borrower to incur future unsecured subordinate debt from its members, provided
that, among other conditions, a subordinate agreement acceptable to the mortgage
lender is delivered and the intercompany debt does not exceed $700,000.

          We make no representation with respect to the pooled mortgage loans as
to whether any other secured subordinate financing currently encumbers any
mortgaged property, whether any borrower is the obligor on any material
unsecured debt or whether a third party holds debt secured by a pledge of an
equity interest in any related borrower. See "Legal Aspects of the Mortgage
Loans--Subordinate Financing" in the accompanying prospectus and "Risk
Factors--A Borrower's Other Loans May Reduce The Cash Flow Available To The
Mortgaged Property Which May Adversely Affect Payment On Your Certificates;
Mezzanine Financing Reduces a Principal's Equity in, and Therefore Its Incentive
to Support, a Mortgaged Property" in this prospectus supplement.

          Additional Collateral.

          One hundred eighty seven (187) pooled mortgage loans, representing
84.5% of the initial mortgage pool balance (which pooled mortgage loans consist
of 160 pooled mortgage loans in loan group 1, representing 83.3% of the initial
loan group 1 balance, and 27 pooled mortgage loans in loan group 2, representing
95.9% of the initial loan group 2 balance) have the benefit of either upfront
and/or continuing cash reserves that are to be maintained for specified periods
and/or purposes, such as taxes and insurance, deferred maintenance,
environmental remediation, debt service, tenant improvements and leasing
commissions and capital improvements. See Appendix B to this prospectus
supplement for further information with respect to reserves.

          Cash Management Agreements/Lockboxes.

          Fifty five (55) pooled mortgage loans, representing 50.2% of the
initial mortgage pool balance (which pooled mortgage loans consist of fifty four
(54) pooled mortgage loans in loan group 1, representing 54.4% of the initial
loan group 1 balance, and one (1) pooled mortgage loan in loan group 2,
representing 9.2% of the initial loan group 2 balance), generally provide that
rents, credit card receipts, accounts receivables payments and other income
derived from the related mortgaged properties will be subject to a cash
management/lockbox arrangement.

          Appendix B to this prospectus supplement sets forth (among other
things) the type of provisions (if any) for the establishment of a lockbox under
the terms of each pooled mortgage loan. The following is a description of each
type of provision:

          o    Hard. The related borrower is required to instruct the tenants
               and other payors to pay all rents and other revenue directly to
               an account controlled by the applicable servicer on behalf of the
               trust. Such revenue generally is either (a) swept and remitted to
               the related borrower unless a default or other "trigger" event
               under the related mortgage loan documents has occurred or (b) not
               made immediately available to the related borrower, but instead
               is forwarded to a cash management account controlled by the
               applicable servicer on behalf of the trust and then applied
               according to the related mortgage loan documents, which typically


                                      S-143



               contemplate application to sums payable under the related
               mortgage loan and, in certain transactions, to expenses at the
               related mortgaged property, with any excess remitted to the
               related borrower.

          o    Soft, Springing Hard. Revenue from the related mortgaged property
               is generally paid by the tenants and other payors to the related
               borrower or the property manager and then forwarded to an account
               controlled by the applicable servicer on behalf of the trust
               fund. Until the occurrence of certain specified "trigger" events,
               which typically include an event of default under the mortgage
               loan, such revenue is forwarded to an account controlled by the
               related borrower or is otherwise made available to the related
               borrower. Upon the occurrence of such a trigger event, the
               mortgage loan documents require the related borrower to instruct
               tenants and other payors to pay directly into an account
               controlled by the applicable servicer on behalf of the trust
               fund; the revenue is then applied by the applicable servicer on
               behalf of the trust fund according to the related mortgage loan
               documents.

          o    Soft. Revenue from the related mortgaged property is generally
               paid by the tenants and other payors to the borrower or the
               property manager and forwarded to an account controlled by the
               applicable servicer on behalf of the trust fund. The funds are
               then either made available to the related borrower or are applied
               by the applicable servicer on behalf of the trust fund according
               to the related mortgage loan documents.

          o    Springing Hard. Revenue from the related mortgaged property is
               generally paid by the tenants and other payors to the related
               borrower or property manager. Upon the occurrence of certain
               specified "trigger" events, which typically include an event of
               default under the mortgage loan, the mortgage loan documents
               contemplate establishment of a hard lockbox and require the
               related borrower to instruct tenants to pay directly into an
               account controlled by the applicable servicer on behalf of the
               trust fund; the revenue is then applied by the applicable
               servicer on behalf of the trust fund according to the related
               mortgage loan documents.

          o    None. Revenue from the related mortgaged property is paid to the
               related borrower and is not subject to a lockbox as of the Issue
               Date, and no lockbox is contemplated to be established during the
               mortgage loan term.

          In connection with any hard lockbox, income deposited directly into
the related lockbox account may not include amounts paid in cash that are paid
directly to the related property manager, notwithstanding requirements to the
contrary. Furthermore, with respect to certain multifamily and hospitality
properties, cash or "over-the-counter" receipts may be deposited into the
lockbox account by the property manager. Pooled mortgage loans whose terms call
for the establishment of a lockbox account require that the amounts paid to the
property manager will be deposited into the applicable lockbox account on a
regular basis. Lockbox accounts will not be assets of the trust fund.

          Hazard Insurance.

          See "Servicing of the Mortgage Loans Under the Series 2006-PWR12
Pooling and Servicing Agreement--Maintenance of Insurance" in this prospectus
supplement and "Description of the Pooling and Servicing Agreements--Hazard
Insurance Policies" in the accompanying prospectus for a description of the
obligations of the master servicers and the special servicers with respect to
the enforcement of the obligations of the borrowers under the mortgage loan
documents and other matters related to the maintenance of insurance.

          Each borrower under a pooled mortgage loan is required to maintain all
insurance required by the terms of the loan documents in the amounts set forth
therein, which will be obtained from an insurer meeting the requirements of the
loan documents. This includes a fire and hazard insurance policy with extended
coverage. Certain mortgage loans may permit the hazard insurance policy to be
maintained by a tenant of the mortgaged property, or may permit the borrower or
a tenant to self-insure. The coverage of each policy will generally be in an
amount, subject to a deductible customary in the related geographic area, that
is not less than the lesser of (a) the full replacement cost of the improvements
that are security for the subject pooled mortgage loan, with no deduction for
depreciation, and (b) the outstanding principal balance owing on that mortgage
loan, but in any event, in an amount sufficient to avoid the application of any
coinsurance clause.


                                      S-144



          If, on the date of origination of a mortgage loan, a material portion
of the improvements on a mortgaged property was in an area identified in the
Federal Register by the Federal Emergency Management Agency ("FEMA") as having
special flood hazards (and such flood insurance is required by FEMA and has been
made available), the loan documents generally require flood insurance meeting
the requirements of the current guidelines of the Federal Insurance
Administration in an amount representing coverage of at least the lesser of (a)
the outstanding principal balance of the mortgage loan and (b) the maximum
amount of flood insurance available for the mortgaged property permitted by
FEMA.

          Tenant Matters.

          Described and listed below are special considerations regarding
tenants at the mortgaged properties securing the mortgage loans that we intend
to include in the trust fund--

          o    Forty (40) mortgaged properties representing security for 11.0%
               of the initial mortgage pool balance (and for 11.8% of the
               initial loan group 1 balance, and 2.7% of the initial loan group
               2 balance), are either wholly owner-occupied or leased to a
               single tenant.

          o    Some of the mortgaged properties that are office, industrial or
               retail properties may have a tenant that has ceased to occupy its
               space at a mortgaged property but continues to pay rent under its
               lease.

          o    Certain of the multifamily properties have material tenant
               concentrations of students or military personnel.

          o    Certain of the multifamily rental properties receive rent
               subsidies from the United States Department of Housing and Urban
               Development under its Section 8 program or otherwise.

          o    Certain of the multifamily rental properties are subject to local
               rent control and rent stabilization laws.

          o    There may be several cases in which a particular entity is a
               tenant at more than one of the mortgaged properties, and although
               it may not be one of the three largest tenants at any of those
               properties, it is significant to the success of the properties in
               the aggregate.

          o    With respect to certain of the mortgage loans, the related
               borrower has given to certain tenants a right of first refusal in
               the event a sale is contemplated or an option to purchase all or
               a portion of the mortgaged property and this provision, if not
               waived, may impede the mortgagee's ability to sell the related
               mortgaged property at foreclosure or adversely affect the
               foreclosure proceeds. Generally, these rights do not apply to a
               transfer arising out of foreclosure or a deed in lieu of
               foreclosure, but the applicable tenant typically retains its
               right of first refusal following foreclosure or a deed in lieu of
               foreclosure, and any sale by the lender or other new lender would
               be subject to such right. In addition, a right of first refusal
               may be conferred by statute to mobile home owners through their
               owners' association; however, such right does not apply to a
               transfer arising out of foreclosure or a deed in lieu of
               foreclosure.

          o    With respect to certain of the mortgage loans, the sole tenant or
               a significant tenant at the related mortgaged property is
               affiliated with the related borrower.

          o    Included in the mortgaged properties are five (5) medical office
               properties, identified on Appendix B to this prospectus
               supplement, securing 1.6% of the initial mortgage pool balance
               (and 1.8% of the initial loan group 1 balance). A portion of
               other mortgaged properties may be utilized as a medical office.
               The performance of a medical office property may depend on (i)
               the proximity of such property to a hospital or other health care
               establishment and (ii) reimbursements for patient fees from
               private or government-sponsored insurers. Issues related to
               reimbursement (ranging from non-payment to delays in payment)
               from such insurers could adversely affect cash flow at such
               mortgaged property.

          In addition, with respect to the mortgaged property identified on
Appendix B to this prospectus supplement as Baylor Surgicare Grapevine, which
represents security for approximately 0.3% of the initial mortgage pool balance
(and 0.3% of the initial loan group 1 balance), and which is cross-defaulted and
cross-collateralized with the mortgaged property


                                      S-145



identified on Appendix B to this prospectus supplement as Baylor Medical Plaza,
which represents security for approximately 0.5% of the initial mortgage pool
balance (and 0.6% of the initial loan group 1 balance), the sole tenant has an
option to purchase the Baylor Surgicare Grapevine mortgaged property upon the
occurrence of certain trigger events, including specified casualty and
condemnation events, the expiration of current lease term (which occurs more
than five years after the loan's ARD) or a continuing landlord default. If the
purchase option is so exercised, the Baylor Surgicare Grapevine mortgaged
property may be released upon payment of the related pooled mortgage loan in
full, including applicable prepayment charges.

ASSESSMENTS OF PROPERTY VALUE AND CONDITION

          Appraisals.

          In connection with the origination of each pooled mortgage loan or in
connection with this offering, an appraisal was conducted in respect of the
related mortgaged property by an independent appraiser that was state-certified
and/or a Member of the Appraisal Institute or an update of an existing appraisal
was obtained. In each case, the appraisal complied, or the appraiser certified
that it complied, with the real estate appraisal regulations issued jointly by
the federal bank regulatory agencies under the Financial Institutions Reform,
Recovery, and Enforcement Act of 1989, as amended. In general, those appraisals
represent the analysis and opinion of the person performing the appraisal and
are not guarantees of, and may not be indicative of, present or future value. We
cannot assure you that another person would not have arrived at a different
valuation, even if such person used the same general approach to and same method
of valuing the property or that different valuations would not have been reached
separately by the mortgage loan sellers based on their internal review of such
appraisals. In certain cases, appraisals may reflect "as stabilized" values
reflecting certain assumptions such as future construction completion, projected
re-tenanting or increased tenant occupancies. The appraisals obtained as
described above sought to establish the amount a typically motivated buyer would
pay a typically motivated seller. Such amount could be significantly higher than
the amount obtained from the sale of a mortgaged property under a distress or
liquidation sale. Information regarding the values of the mortgaged properties
as of the cut-off date is presented in this prospectus supplement for
illustrative purposes only. None of these appraisals are more than 12 months old
as of the cut-off date. See "Risk Factors--Appraisals May Inaccurately Reflect
the Value of the Mortgaged Properties" in this prospectus supplement.

          Environmental Assessments.

          Except for mortgaged properties that are the subject of environmental
insurance obtained in lieu of a Phase I environmental site assessment as
described under "--Environmental Insurance" below, all of the mortgaged
properties securing the pooled mortgage loans have been subject to environmental
site assessments by a third-party consultant, or in some cases an update of a
previous assessment or transaction screen, in connection with the origination of
the pooled mortgage loans. In some cases, a Phase II site assessment was also
performed. In certain cases, these environmental assessments revealed conditions
that resulted in requirements that the related borrowers establish operations
and maintenance plans, monitor the mortgaged property or nearby properties,
abate or remediate the condition, and/or provide additional security such as
letters of credit, reserves, secured creditor impaired property policy,
environmental insurance policy or pollution limited liability environmental
impairment policy or environmental indemnification. None of these environmental
assessments are more than 12 months old as of the cut-off date, except in the
case of one (1) mortgaged property, representing security for 0.2% of the
initial mortgage pool balance (and 0.3% of the initial loan group 1 balance),
for which the related environmental assessment is more than 12 months old as of
the cut-off date. See "Risk Factors--Environmental Conditions of the Mortgaged
Properties May Subject the Trust Fund to Liability Under Federal and State Laws,
Reducing the Value and Cash Flow of the Mortgaged Properties, Which May Result
in Reduced Payments on Your Offered Certificates" in this prospectus supplement.

          Property Condition Assessments.

          In general, a licensed engineer, architect or consultant inspected the
related mortgaged property, in connection with the origination of each of the
pooled mortgage loans or in connection with this offering, to assess the
condition of the structure, exterior walls, roofing, interior structure and
mechanical and electrical systems. Engineering reports by licensed engineers,
architects or consultants generally were prepared, except for newly constructed
properties and properties for which the borrower's interest consists of a fee
interest solely on the land and not any improvements, for the mortgaged
properties in connection with the origination of the related pooled mortgage
loan or in connection with this offering. None of these engineering reports are
more than 12 months old as of the cut-off date. See "Risk Factors--Property
Inspections and


                                      S-146



Engineering Reports May Not Reflect All Conditions That Require Repair on a
Mortgaged Property" in this prospectus supplement. In certain cases where
material deficiencies were noted in such reports, the related borrower was
required to establish reserves for replacement or repair or remediate the
deficiency.

          Seismic Review Process.

          In general, the underwriting guidelines applicable to the origination
of the pooled mortgage loans required that prospective borrowers seeking loans
secured by properties located in California and areas of other states where
seismic risk is deemed material obtain a seismic engineering report of the
building and, based thereon and on certain statistical information, an estimate
of damage based on the percentage of the replacement cost of the building in an
earthquake scenario. This percentage of the replacement cost is expressed in
terms of probable maximum loss ("PML"), probable loss ("PL"), or scenario
expected loss ("SEL"). Generally, any of the pooled mortgage loans as to which
the property was estimated to have PML, PL or SEL in excess of 20% of the
estimated replacement cost, would either be subject to a lower loan-to-value
limit at origination, be conditioned on seismic upgrading (or appropriate
reserves or letter of credit for retrofitting) or be conditioned on satisfactory
earthquake insurance, or be structured with recourse to an individual guarantor
for a portion of the loan amount.

          Zoning and Building Code Compliance.

          Each mortgage loan seller took steps to establish that the use and
operation of the mortgaged properties that represent security for its pooled
mortgage loans, at their respective dates of origination, were in compliance in
all material respects with, or were legally existing non-conforming uses or
structures under, applicable zoning, land-use and similar laws and ordinances,
but we cannot assure you that such steps revealed all possible violations.
Evidence of such compliance may have been in the form of legal opinions, zoning
consultants reports, confirmations from government officials, title insurance
endorsements, survey endorsements and/or representations by the related borrower
contained in the related mortgage loan documents. Violations may be known to
exist at any particular mortgaged property, but the related mortgage loan seller
has informed us that it does not consider any such violations known to it to be
material.

          Environmental Insurance.

          Thirty (30) mortgaged properties, securing 5.5% of the initial
mortgage pool balance (which pooled mortgage loans consist of 26 pooled mortgage
loans in loan group 1, representing 5.7% of the initial loan group 1 balance,
and 4 pooled mortgage loans in loan group 2, representing 3.8% of the initial
loan group 2 balance), are each the subject of a group secured creditor impaired
property policy or an individual secured creditor impaired property policy,
environmental insurance policy or pollution legal liability environmental
impairment policy. In the case of each of these policies, the insurance was
obtained to provide coverage for certain losses that may arise from certain
known or suspected adverse environmental conditions that exist or may arise at
the related mortgaged property or was obtained in lieu of a Phase I
environmental site assessment, in lieu of a recommended or required Phase II
environmental site assessment or in lieu of an environmental indemnity from a
borrower principal or a high net-worth entity. These policies will be assigned
to the trust. The premiums for these policies have been or, as of the date of
initial issuance of the series 2006-PWR12 certificates, will have been paid in
full.

          In general, each of the secured creditor impaired property,
environmental insurance or pollution limited liability environmental impairment
policies referred to above provides coverage with respect to the subject pooled
mortgage loans for one or more of the following losses, subject to the coverage
limits discussed below, and further subject to each policy's conditions and
exclusions:

          o    if during the term of a policy, a borrower defaults under its
               mortgage loan and adverse environmental conditions exist at
               levels above legal limits on the related underlying real
               property, the insurer will indemnify the insured for the
               outstanding principal balance of the related mortgage loan on the
               date of the default, together with accrued interest from the date
               of default until the date that the outstanding principal balance
               is paid; or

          o    if the insured becomes legally obligated to pay as a result of a
               claim first made against the insured and reported to the insurer
               during the term of a policy, for bodily injury, property damage
               or clean-up costs resulting from adverse environmental conditions
               on, under or emanating from an underlying real property, the
               insurer will pay the lesser of a specified amount and the amount
               of that claim; and/or


                                      S-147



          o    if the insured enforces the related mortgage, the insurer will
               thereafter pay the lesser of a specified amount and the amount of
               the legally required clean-up costs for adverse environmental
               conditions at levels above legal limits which exist on or under
               the acquired underlying real property, provided that the
               appropriate party reported those conditions to the government in
               accordance with applicable law.

          With respect to the mortgaged property identified on Appendix B to
this prospectus supplement as Ardmore West Shopping Center, which represents
security for approximately 1.0% of the initial mortgage pool balance (and 1.1%
of the initial loan group 1 balance), a pollution legal liability environmental
insurance policy naming the lender as the insured was provided by the borrower
in lieu of an environmental indemnity with a limit of liability of $10,500,000,
with a $50,000 deductible. However, the policy does not cover contamination to
either soil or groundwater from dry cleaning constituents. The lender and its
successors and assigns is named as "additional insured" on the policy. The
policy will remain in effect during the loan term of 10 years.

          With respect to the pooled mortgage loan secured by the mortgaged
property identified on Appendix B to this prospectus supplement as Bellevue
Plaza, which represents security for approximately 0.4% of the initial mortgage
pool balance (and 0.5% of the initial loan group 1 balance), a pollution limited
liability environmental impairment policy was provided by the borrower, with a
policy limit of $2,500,000 for remediation costs relating to documented soil and
ground water impact from an on-site dry cleaning business at the property. The
policy expires on February 13, 2006, prior to the maturity date, but the
borrower is obligated to keep a policy in place during the term of the loan.
There is a $50,000 deductible for each claim.

          The secured creditor impaired property, environmental insurance and
pollution limited liability impairment environmental policies do not cover
adverse environmental conditions that the insured first became aware of before
the term of the policy unless those conditions were disclosed to the insurer
before the policy was issued. The policies also do not insure against any
liability resulting from the presence of asbestos containing materials, radon
gas or lead paint. However, property condition assessments or engineering
surveys were conducted for the mortgaged properties covered by the policies. If
the related report disclosed the existence of material amounts of lead based
paint, asbestos containing materials or radon gas affecting such a mortgaged
property, the related borrower was required to remediate the condition before
the closing of the related pooled mortgage loan, establish a reserve from loan
proceeds in an amount considered sufficient by the mortgage loan seller or agree
to establish an operations and maintenance plan.

          The secured creditor impaired property, environmental insurance and
pollution limited liability environmental policies may contain additional
limitations and exclusions, such as an exclusion from coverage for mold and
other microbial contamination, and a limitation that coverage be limited to the
lesser of the outstanding loan balance or post-foreclosure cleanup cost, further
subject to policy limits.

          The group secured creditor impaired property policy generally requires
that the appropriate party associated with the trust report a claim during the
term of the policy, which generally extends five years beyond the term of each
covered mortgage loan. No individual claim under the group policy may exceed
$5,000,000.

          Except as described above with respect to certain pooled mortgage
loans, there is no deductible under the secured creditor impaired property,
environmental insurance and pollution limited liability impairment environmental
policies.

          In general, the applicable master servicer will be required to report
any claims of which it is aware that arise under a secured credit impaired
property, environmental insurance or pollution limited liability impairment
environmental policy relating to a mortgage loan while that loan is not a
specially serviced mortgage loan and the applicable special servicer will be
required to report any claims of which it is aware that arise under the policy
while that loan is a specially serviced mortgage loan or the related mortgaged
property has become an REO property.

          Each insurance policy referred to above has been issued or, as of the
date of initial issuance of the series 2006-PWR12 certificates, will have been
issued.

LOAN PURPOSE

          Fifty nine (59) pooled mortgage loans, representing 35.4% of the
initial mortgage pool balance (which pooled mortgage loans consist of 57 pooled
mortgage loans in loan group 1, representing 37.8% of the initial loan group 1
balance,


                                      S-148



and 2 pooled mortgage loans in loan group 2, representing 12.8% of the initial
loan group 2 balance), were originated in connection with the borrower's
acquisition of the mortgaged property that secures such mortgage loan, and one
hundred fifty four (154) pooled mortgage loans, representing 64.6% of the
initial mortgage pool balance (which pooled mortgage loans consist of 128 pooled
mortgage loans in loan group 1, representing 62.2% of the initial loan group 1
balance, and 26 pooled mortgage loans in loan group 2, representing 87.2% of the
initial loan group 2 balance), were originated in connection with the borrower's
refinancing of a previous mortgage loan.

ADDITIONAL MORTGAGE LOAN INFORMATION

          Each of the tables presented in Appendix A to this prospectus
supplement sets forth selected characteristics of the mortgage pool presented,
where applicable, as of the cut-off date. For a detailed presentation of certain
of the characteristics of the pooled mortgage loans and the related mortgaged
properties, on an individual basis, see Appendix B and Appendix C to this
prospectus supplement, and for a brief summary of the ten (10) largest mortgage
loans or groups of cross-collateralized loans in the mortgage pool, see Appendix
D to this prospectus supplement. Additional information regarding the pooled
mortgage loans is contained (a) in this prospectus supplement under "Risk
Factors" and elsewhere in this "Description of the Mortgage Pool" section and
(b) under "Legal Aspects of Mortgage Loans" in the accompanying prospectus.

          For purposes of the numbers presented in this prospectus supplement as
well as the tables in Appendix A and for the information presented in Appendix
B, Appendix C and Appendix D:

          (1)  References to "DSCR" are references to "Debt Service Coverage
               Ratios". In general, debt service coverage ratios are used by
               income property lenders to measure the ratio of (a) cash
               currently generated by a property or expected to be generated by
               a property based upon executed leases that is available for debt
               service to (b) required debt service payments. However, debt
               service coverage ratios only measure the current, or recent,
               ability of a property to service mortgage debt. If a property
               does not possess a stable operating expectancy (for instance, if
               it is subject to material leases that are scheduled to expire
               during the loan term and that provide for above-market rents
               and/or that may be difficult to replace), a debt service coverage
               ratio may not be a reliable indicator of a property's ability to
               service the mortgage debt over the entire remaining loan term.
               For purposes of this prospectus supplement (unless specifically
               stated otherwise), including for the tables in Appendix A and the
               information presented in Appendix B, Appendix C and Appendix D,
               the "Debt Service Coverage Ratio" or "DSCR" for any pooled
               mortgage loan is calculated pursuant to the definition thereof
               under the "Glossary" in this prospectus supplement. The debt
               service coverage ratio information presented in this prospectus
               supplement with respect to each pooled mortgage loan included in
               a Mortgage Loan Group that includes one or more Non-Pooled
               Subordinate Loans reflects the debt service payable under that
               pooled mortgage loan but does not reflect the debt service
               payable on those Non-Pooled Subordinate Loans. The debt service
               coverage ratio information for the pooled mortgage loans
               contained in any group of cross-collateralized pooled mortgage
               loans is calculated on the basis of the aggregate cash flow
               generated by all the mortgaged properties securing the group and
               the aggregate debt service payable under all of those pooled
               mortgage loans.

               In connection with the calculation of DSCR, in determining
               Underwritten Net Cash Flow for a mortgaged property, the
               applicable mortgage loan seller relied on rent rolls and other
               generally unaudited financial information provided by the
               respective borrowers and calculated stabilized estimates of cash
               flow that took into consideration historical financial
               statements, material changes in the operating position of the
               mortgaged property of which the mortgage loan seller was aware
               (e.g., new signed leases or end of "free rent" periods and market
               data), and estimated capital expenditures, leasing commissions
               and tenant improvement reserves. The applicable mortgage loan
               seller made changes to operating statements and operating
               information obtained from the respective borrowers, resulting in
               either an increase or decrease in the estimate of Underwritten
               Net Cash Flow derived therefrom, based upon the mortgage loan
               seller's evaluation of such operating statements and operating
               information and the assumptions applied by the respective
               borrowers in preparing such statements and information. In most
               cases, the relevant borrower supplied "trailing-12 months" income
               and/or expense information or the most recent operating
               statements or rent rolls were utilized. In some cases, partial
               year operating income data was annualized, with certain
               adjustments for items deemed not appropriate to be annualized. In
               some instances, historical expenses were inflated. For purposes
               of calculating Underwritten Net Cash Flow for pooled mortgage
               loans where leases have been executed by


                                      S-149



               one or more affiliates of the borrower, the rents under some of
               such leases have been adjusted downward to reflect market rents
               for similar properties if the rent actually paid under the lease
               was significantly higher than the market rent for similar
               properties.

               Historical operating results may not be available for some of the
               pooled mortgage loans which are secured by mortgaged properties
               with newly constructed improvements, mortgaged properties with
               triple net leases, mortgaged properties that have recently
               undergone substantial renovations and newly acquired mortgaged
               properties. In such cases, items of revenue and expense used in
               calculating Underwritten Net Cash Flow were generally derived
               from rent rolls, estimates set forth in the related appraisal,
               leases with tenants or from other borrower-supplied information.
               No assurance can be given with respect to the accuracy of the
               information provided by any borrowers, or the adequacy of the
               procedures used by the applicable mortgage loan seller in
               determining the presented operating information.

               The Debt Service Coverage Ratios are presented in this prospectus
               supplement for illustrative purposes only and, as discussed
               above, are limited in their usefulness in assessing the current,
               or predicting the future, ability of a mortgaged property to
               generate sufficient cash flow to repay the related mortgage loan.
               Accordingly, no assurance can be given, and no representation is
               made, that the Debt Service Coverage Ratios accurately reflect
               that ability.

          (2)  References in the tables to "Cut-off Date LTV" are references to
               "Cut-off Date Loan-to-Value Ratio", references to "Balloon LTV"
               are references to "LTV Ratio at Maturity" and references to
               "Remaining Term" are references to "Stated Remaining Term to
               Maturity or ARD". For purposes of this prospectus supplement
               (unless specifically stated otherwise), including for the tables
               in Appendix A and the information presented in Appendix B,
               Appendix C and Appendix D, the "Cut-off Date Loan-to-Value
               Ratio", "LTV Ratio at Maturity" or "Stated Remaining Term to
               Maturity or ARD" for any mortgage loan is calculated pursuant to
               the definition thereof under the "Glossary" in this prospectus
               supplement. The loan-to-value ratio information presented in this
               prospectus supplement with respect to each pooled mortgage loan
               included in a Mortgage Loan Group that includes one or more
               Non-Pooled Subordinate Loans reflects the indebtedness under that
               pooled mortgage loan but does not reflect the indebtedness on
               those Non-Pooled Subordinate Loans. The loan-to-value ratio
               information for the pooled mortgage loans contained in any group
               of cross-collateralized pooled mortgage loans is calculated on
               the basis of the aggregate indebtedness under all of those pooled
               mortgage loans and the aggregate value of all the mortgaged
               properties securing the group.

               The value of the related mortgaged property or properties for
               purposes of determining the Cut-off Date LTV are each based on
               the appraisals described above under "--Assessments of Property
               Value and Condition--Appraisals".

               No representation is made that any such value would approximate
               either the value that would be determined in a current appraisal
               of the related mortgaged property or the amount that would be
               realized upon a sale.

          (3)  The loan per net rentable square foot or unit, as applicable,
               information presented in this prospectus supplement with respect
               to each pooled mortgage loan included in a Mortgage Loan Group
               that includes one or more Non-Pooled Subordinate Loans reflects
               the indebtedness under that pooled mortgage loan but does not
               reflect the indebtedness on those Non-Pooled Subordinate Loans.
               Loan per net rentable area or unit for the pooled mortgage loans
               in any group of cross-collateralized pooled mortgage loans is
               calculated on the basis of the aggregate indebtedness under the
               group and the aggregate net rentable area or units at all the
               mortgaged properties securing the group.

          (4)  You should review the notes to Appendix B to this prospectus
               supplement for information regarding certain loan-specific
               adjustments regarding the calculation of debt service coverage
               ratio information, loan-to-value ratio information and/or loan
               per net rentable square foot or unit with respect to certain of
               the pooled mortgage loans.

          (5)  References to "weighted averages" of the pooled mortgage loans in
               the mortgage pool or any particular sub-group of the pooled
               mortgage loans are references to averages weighted on the basis
               of the cut-off date principal balances of the pooled mortgage
               loans in the mortgage pool or that sub-group, as the case may be.


                                      S-150



          (6)  If we present a debt rating for some tenants and not others in
               the tables, you should assume that the other tenants are not
               rated and/or have below-investment grade ratings. Presentation of
               a tenant rating should not be construed as a statement that the
               relevant tenant will perform or be able to perform its
               obligations under the related lease.

          (7)  We present maturity and anticipated repayment dates and original
               and remaining terms for the pooled mortgage loans based on the
               assumption that scheduled monthly debt service payments,
               including balloon payments, will be distributed to investors in
               the respective months in which those payments are due.

          The sum in any column of any of the tables in Appendix A may not equal
the indicated total due to rounding.

          Generally, the loan documents with respect to the mortgage loans
require the borrowers to provide the related lender (such as the trust) with
annual operating statements and rent rolls.

CHANGES IN MORTGAGE POOL CHARACTERISTICS

          The foregoing description of the mortgage pool and the corresponding
mortgaged properties is based upon scheduled principal payments due on the
pooled mortgage loans on or before the cut-off date. Before the Issue Date, one
or more pooled mortgage loans may be removed from the mortgage pool if we deem
the removal necessary or appropriate or if those mortgage loans are prepaid. A
limited number of other mortgage loans may be included in the mortgage pool
before the Issue Date, unless including those mortgage loans would materially
alter the characteristics of the mortgage pool, as described in this prospectus
supplement. Accordingly, the characteristics of the mortgage loans constituting
the mortgage pool at the time of initial issuance of the offered certificates
may vary from those described in this prospectus supplement.

ASSIGNMENT OF THE POOLED MORTGAGE LOANS

          On or before the Issue Date, the mortgage loan sellers will transfer
to us those mortgage loans that are to be included in the trust fund, and we
will transfer to the trust fund all of those mortgage loans. In each case, the
transferor will assign the mortgage loans, without recourse, to the trustee,
except as described in the next succeeding paragraph. See the section of the
accompanying prospectus titled "Description of the Pooling and Servicing
Agreements--Assignment of Mortgage Loans; Repurchases".

          With respect to any mortgage for which the related assignment of
mortgage, assignment of assignment of leases, security agreements and/or UCC
financing statements has been recorded in the name of Mortgage Electronic
Registration Systems, Inc. ("MERS") or its designee, no assignment of mortgage,
assignment of assignment of leases, security agreements and/or UCC financing
statements in favor of the trustee will be required to be prepared or delivered
and, instead, the applicable master servicer, at the direction of the related
mortgage loan seller, will take all actions as are necessary to cause the
trustee on behalf of the trust fund to be shown as, and the trustee will take
all actions necessary to confirm that the trustee on behalf of the trust fund is
shown as, the owner of the related pooled mortgage loan on the records of MERS
for purposes of the system of recording transfers of beneficial ownership of
mortgages maintained by MERS. The trustee will include the foregoing
confirmation in any certification required to be delivered by the trustee after
the issue date pursuant to the series 2006-PWR12 pooling and servicing
agreement.

          If--

          o    any of the documents required to be delivered by a mortgage loan
               seller to the trustee is not delivered or is otherwise defective,
               and

          o    that omission or defect materially and adversely affects the
               interests of the series 2006-PWR12 certificateholders, or any of
               them, with respect to the subject loan, including, but not
               limited to, a material and adverse effect on any of the payments
               payable with respect to any of the series 2006-PWR12 certificates
               or on the value of those certificates,

then the omission or defect will constitute a material document defect. The
series 2006-PWR12 pooling and servicing agreement may provide that the absence
of select mortgage loan documents is deemed to be a material document defect.
The


                                      S-151



rights of the series 2006-PWR12 certificateholders, or of the trustee on their
behalf, against the applicable mortgage loan seller with respect to any material
document defect are described under "--Cures, Repurchases and Substitutions"
below.

          The series 2006-PWR12 pooling and servicing agreement requires that,
unless recorded in the name of MERS, the assignments in favor of the trustee
with respect to each pooled mortgage loan be submitted for recording in the real
property records or filing with the Secretary of State, as applicable, of the
appropriate jurisdictions within a specified number of days following the
delivery at the expense of the related mortgage loan seller.

REPRESENTATIONS AND WARRANTIES

          As of the Issue Date, each mortgage loan seller will make, with
respect to each of the pooled mortgage loans sold to us by that mortgage loan
seller, specific representations and warranties generally to the effect that,
subject to certain exceptions contained in the applicable mortgage loan purchase
agreement:

          o    The information relating to the mortgage loan set forth in the
               loan schedule attached to the mortgage loan purchase agreement,
               will be true and correct in all material respects as of the
               cut-off date. That information will include select items of
               information included on Appendix B to this prospectus supplement,
               including--

               1.   the identification of the related mortgaged property,

               2.   the cut-off date principal balance of the mortgage loan,

               3.   the amount of the monthly debt service payment,

               4.   the mortgage interest rate, and

               5.   the maturity date and the original and remaining term to
                    stated maturity (or, in the case of an ARD Loan, the
                    anticipated repayment date and the original and remaining
                    term to that date).

          o    Immediately prior to its transfer and assignment of the related
               pooled mortgage loan, the mortgage loan seller had good title to,
               and was the sole owner of, the mortgage loan.

          o    Except as otherwise described under "--Certain Characteristics of
               the Mortgage Pool--Subordinate and/or Other Financing" above, the
               related mortgage instrument is a valid and, subject to the
               exceptions in the next bullet, enforceable first priority lien
               upon the corresponding mortgaged property, free and clear of all
               liens and encumbrances other than Permitted Encumbrances.

          o    The promissory note, the mortgage instrument and each other
               agreement executed by or on behalf of the related borrower in
               connection with the mortgage loan is the legal, valid and binding
               obligation of the related borrower, subject to any non-recourse
               provisions contained in any of the foregoing agreements and any
               applicable state anti-deficiency or market value limit deficiency
               legislation. In addition, each of the foregoing agreements is
               enforceable against the maker in accordance with its terms,
               except as enforcement may be limited by (1) bankruptcy,
               insolvency, fraudulent transfer, reorganization or other similar
               laws affecting the enforcement of creditors' rights generally and
               (2) general principles of equity, and except that certain
               provisions in those agreements may be further limited or rendered
               unenforceable by applicable law, but, subject to the limitations
               set forth in the foregoing clauses (1) and (2), those limitations
               or that unenforceability will not render those loan documents
               invalid as a whole or substantially interfere with the
               mortgagee's realization of the principal benefits and/or security
               provided thereby.

          o    The mortgage loan seller has no knowledge of any proceeding
               pending or any written notice of any proceeding threatened for
               the condemnation of all or any material portion of the mortgaged
               property securing any pooled mortgage loan.

          o    There exists an American Land Title Association or comparable
               form of lender's title insurance policy, as approved for use in
               the applicable jurisdiction (or, if the title policy has yet to
               be issued, a pro forma policy or marked up title insurance
               commitment or a preliminary title policy with escrow instructions
               binding on the


                                      S-152



               issuer), on which the required premium has been paid,
               insuring that the related mortgage is a valid first priority lien
               of the related mortgage instrument in the original principal
               amount of the mortgage loan after all advances of principal,
               subject only to--

               1.   Permitted Encumbrances, and

               2.   the discussion under "Certain Characteristics of the
                    Mortgage Pool--Subordinate and/or Other Financing" above.

          o    The proceeds of the pooled mortgage loan have been fully
               disbursed, except in those cases where the full amount of the
               pooled mortgage loan has been made but a portion of the proceeds
               is being held in escrow or reserve accounts pending satisfaction
               of conditions relating to leasing, repairs and other matters with
               respect to the related mortgaged property, and there is no
               requirement for future advances under the pooled mortgage loan.

          o    If the related mortgage instrument is a deed of trust, a trustee,
               duly qualified under applicable law to serve as such, has either
               been properly designated and currently so serves or may be
               substituted in accordance with the mortgage and applicable law.

          o    Except as identified in the engineering report obtained in
               connection with the origination of the mortgage loan, the related
               mortgaged property is to the applicable mortgage loan seller's
               knowledge, free and clear of any damage that would materially and
               adversely affect its value as security for the mortgage loan
               (except in any such case where (1) an escrow of funds or
               insurance coverage or a letter of credit exists in an amount
               reasonably estimated to be sufficient to effect the necessary
               repairs and maintenance or (2) such repairs and maintenance have
               been completed or are required to be completed).

          The mortgage loan purchase agreements will set forth additional
representations and warranties to be made by each mortgage loan seller.

          The representations and warranties made by each mortgage loan seller
as described above will be assigned by us to the trustee under the series
2006-PWR12 pooling and servicing agreement. If--

          o    there exists a breach of any of the above-described
               representations and warranties made by a mortgage loan seller,
               and

          o    that breach materially and adversely affects the interests of the
               series 2006-PWR12 certificateholders, or any of them, with
               respect to the subject loan, including, but not limited to, a
               material and adverse effect on any of the payments payable with
               respect to any of the series 2006-PWR12 certificates or on the
               value of those certificates,

then that breach will be a material breach of the representation and warranty.
The rights of the series 2006-PWR12 certificateholders, or of the trustee on
their behalf, against the applicable mortgage loan seller with respect to any
material breach are described under "--Cures, Repurchases and Substitutions"
below.

CURES, REPURCHASES AND SUBSTITUTIONS

          If there exists a material breach of any of the representations and
warranties made by a mortgage loan seller with respect to any of the mortgage
loans sold to us by that mortgage loan seller, as discussed under
"--Representations and Warranties" above, or a material document defect with
respect to any of those mortgage loans, as discussed under "--Assignment of the
Pooled Mortgage Loans" above, then the applicable mortgage loan seller will be
required to take one of the following courses of action:

          o    cure the material breach or the material document defect in all
               material respects;

          o    repurchase the affected pooled mortgage loan at the applicable
               Purchase Price; or


                                      S-153



          o    prior to the second anniversary of the date of initial issuance
               of the offered certificates, so long as it does not result in a
               qualification, downgrade or withdrawal of any rating assigned by
               the Rating Agencies to the series 2006-PWR12 certificates, as
               confirmed in writing by each of the Rating Agencies, replace the
               affected pooled mortgage loan with a substitute mortgage loan
               that--

               1.   has comparable payment terms to those of the pooled mortgage
                    loan that is being replaced, and

               2.   is acceptable to the series 2006-PWR12 controlling class
                    representative.

          If the applicable mortgage loan seller replaces one pooled mortgage
loan with another mortgage loan, as described in the third bullet of the
preceding paragraph, then it will be required to pay to the trust fund the
amount, if any, by which--

          o    the Purchase Price, exceeds

          o    the Stated Principal Balance of the substitute mortgage loan as
               of the date it is added to the trust.

          The time period within which the applicable mortgage loan seller must
complete the remedy, repurchase or substitution described in the second
preceding paragraph, will generally be limited to 90 days following the earlier
of its discovery or receipt of notice of the material breach or material
document defect, as the case may be. However, in most cases, if the mortgage
loan seller is diligently attempting to correct the problem, then it will be
entitled to an additional 90 days to complete that remedy, repurchase or
substitution.

          If a pooled mortgage loan as to which a material document defect or
material breach of representation exists is to be repurchased or replaced as
described above, the pooled mortgage loan is part of a group of
cross-collateralized pooled mortgage loans and the applicable document defect or
breach does not constitute a material document defect or material breach, as the
case may be, as to the other pooled mortgage loans that are part of that group
(without regard to this paragraph), then the applicable document defect or
breach will be deemed to constitute a material document defect or material
breach as to each such other loan in the group for purposes of the above
provisions, and the related mortgage loan seller will be obligated to repurchase
or replace each such other loan in accordance with the provisions described
above unless, in the case of such breach or document defect, the following
conditions are satisfied:

          o    the mortgage loan seller (at its expense) delivers or causes to
               be delivered to the trustee an opinion of counsel to the effect
               that its repurchase of only those pooled mortgage loans affected
               by the material defect or breach (without regard to the
               provisions of this paragraph) will not result in an adverse REMIC
               or grantor trust event under the pooling and servicing agreement,
               and

          o    both of the following conditions would be satisfied if the
               mortgage loan seller were to repurchase or replace only those
               affected pooled mortgage loans (and not the other loans in the
               group):

               o    the debt service coverage ratio for all those other loans
                    (excluding the affected loan(s)) for the four calendar
                    quarters immediately preceding the repurchase or replacement
                    is not less than the least of (A) 0.10x below the debt
                    service coverage ratio for the group (including the affected
                    loans set forth in Appendix B to this prospectus supplement,
                    (B) the debt service coverage ratio for the group (including
                    the affected loans) for the four preceding calendar quarters
                    preceding the repurchase or replacement and (C) 1.25x; and

               o    the loan-to-value ratio for the other loans in the group is
                    not greater than the greatest of (A) the loan-to-value ratio
                    for the group (including the affected loan(s)) set forth in
                    Appendix B to this prospectus supplement plus 10%, (B) the
                    loan-to-value ratio for the group (including the affected
                    loan(s)) at the time of repurchase or replacement, and (C)
                    75%.

          The cure/repurchase/substitution obligations of each of the mortgage
loan sellers, as described above, will constitute the sole remedy available to
the series 2006-PWR12 certificateholders in connection with a material breach of
any of the representations and warranties made by that mortgage loan seller or a
material document defect, in any event with respect to a mortgage loan in the
trust fund.


                                      S-154



          No person other than the related mortgage loan seller will be
obligated to perform the obligations of that mortgage loan seller if it fails to
perform its cure/repurchase/substitution or other remedial obligations.

          A mortgage loan seller may have only limited assets with which to
fulfill any obligations on its part that may arise as a result of a material
document defect or a material breach of any of the mortgage loan seller's
representations or warranties. We cannot assure you that a mortgage loan seller
has or will have sufficient assets with which to fulfill any obligations on its
part that may arise.

          Expenses incurred by the applicable master servicer, the applicable
special servicer and the trustee with respect to enforcing any such obligation
will be borne by the applicable mortgage loan seller, or if not, will be
reimbursable out of one of the collection accounts to be maintained by the
master servicers.

     SERVICING OF THE MORTGAGE LOANS UNDER THE SERIES 2006-PWR12 POOLING AND
                              SERVICING AGREEMENT

GENERAL

          The servicing and administration of the mortgage loans and any REO
Properties in the trust fund will be governed by the series 2006-PWR12 pooling
and servicing agreement. In this "Servicing of the Mortgage Loans Under the
Series 2006-PWR12 Pooling and Servicing Agreement" section, we describe some of
the provisions of the series 2006-PWR12 pooling and servicing agreement relating
to the servicing and administration of the mortgage loans and REO Properties
subject thereto. You should refer to the accompanying prospectus, in particular
the section captioned "Description of the Pooling and Servicing Agreements", for
additional important information regarding provisions of the series 2006-PWR12
pooling and servicing agreement that relate to the rights and obligations of the
master servicers and the special servicers.

          Prudential Asset Resources, Inc. will act as master servicer with
respect to those pooled mortgage loans sold by PMCF to us for deposit into the
trust fund (and any related Non-Pooled Mortgage Loans). Wells Fargo Bank,
National Association will act as master servicer with respect to those pooled
mortgage loans sold by it, Bear Stearns Commercial Mortgage, Inc., Principal
Commercial Funding II, LLC, Principal Commercial Funding, LLC and Nationwide
Life Insurance Company to us for deposit into the trust fund (and any related
Non-Pooled Mortgage Loans). Principal Global Investors, LLC will act as initial
primary servicer on behalf of the applicable master servicer with respect to all
of the pooled mortgage loans sold by Principal Commercial Funding II, LLC and
Principal Commercial Funding, LLC to us for deposit into the trust fund.
Nationwide Life Insurance Company will act as initial primary servicer on behalf
of the applicable master servicer with respect to all of the pooled mortgage
loans sold by it to us for deposit into the trust fund.

          ARCap Servicing, Inc. will act as special servicer with respect to all
of the pooled mortgage loans and any related Non-Pooled Mortgage Loans, other
than the 1675 Broadway Loan Group and the Tuscany Plaza Loan Group. Prudential
Asset Resources, Inc. will act as special servicer with respect to the 1675
Broadway Loan Group and the Tuscany Plaza Loan Group.

          In the case of the pooled mortgage loans sold by Principal Commercial
Funding II, LLC, Principal Commercial Funding, LLC and Nationwide Life Insurance
Company to us for deposit into the trust fund, the applicable master servicer
will perform most of its duties through Principal Global Investors, LLC and
Nationwide Life, respectively, as the related primary servicer, which cannot be
terminated, including by a successor to the master servicer, except for cause.
In the case of a number of other pooled mortgage loans, it is expected that the
applicable master servicer may engage one or more sub-servicers whose rights to
receive a specified subservicing fee cannot be terminated (except for cause),
including by a successor master servicer. Notwithstanding the appointment of
those primary servicers or those sub-servicers, the applicable master servicer
will remain obligated and liable to the trustee and the certificateholders for
the performance of its obligations and duties under the series 2006-PWR12
pooling and servicing agreement to the same extent and under the same terms and
conditions as if it alone were servicing and administering the related pooled
mortgage loans. Without limiting the preceding statement, the parties to the
series 2006-PWR12 pooling and servicing agreement will be required to accept the
performance by the primary servicers of the loan servicing duties for which the
applicable master servicer is responsible under the series 2006-PWR12 pooling
and servicing agreement.

          The master servicers and the special servicers will each be
responsible for servicing and administering the mortgage loans and any REO
Properties for which it is responsible, directly or through the primary
servicers or sub-servicers, in accordance with the Servicing Standard.


                                      S-155



          In general, subject to the more specific discussions in the other
subsections of this "Servicing of the Mortgage Loans Under the Series 2006-PWR12
Pooling and Servicing Agreement" section, each master servicer will be
responsible for the servicing and administration of--

          o    all mortgage loans as to which it is the applicable master
               servicer and no Servicing Transfer Event has occurred, and

          o    all worked-out mortgage loans as to which it is the applicable
               master servicer and no new Servicing Transfer Event has occurred.

          If a Servicing Transfer Event occurs with respect to any such mortgage
loan, that mortgage loan will not be considered to be "worked-out" until all
applicable Servicing Transfer Events with respect to such mortgage loan have
ceased to exist as contemplated by the definition of "Servicing Transfer Event"
in the glossary to this prospectus supplement.

          Each special servicer, on the other hand, will generally be
responsible for the servicing and administration of each mortgage loan as to
which a Servicing Transfer Event has occurred and is continuing and for which it
is the applicable special servicer. Each special servicer will also be
responsible for the administration of each REO Property for which it is the
applicable special servicer.

          The applicable master servicer will transfer servicing of a mortgage
loan to the applicable special servicer upon the occurrence of a Servicing
Transfer Event with respect to that mortgage loan. The applicable special
servicer will return the servicing of that mortgage loan to the applicable
master servicer, and that mortgage loan will be considered to have been
worked-out, if and when all Servicing Transfer Events with respect to that
mortgage loan cease to exist. Notwithstanding the transfer of the servicing of
any pooled mortgage loan to the applicable special servicer, the applicable
master servicer will continue to be responsible for providing various reports to
the certificate administrator and/or the trustee, making any required monthly
debt service advances and making any required servicing advances with respect to
any specially serviced mortgage loans and REO Properties as to which it is the
applicable master servicer.

          None of the master servicers or special servicers will have
responsibility for the performance by any other master servicer or special
servicer of its respective obligations and duties under the series 2006-PWR12
pooling and servicing agreement, unless the same party acts in all or any two
such capacities.

          For as long as any pooled mortgage loan included in a Trust-Serviced
Mortgage Loan Group, or any related REO Property, is part of the trust fund, the
applicable master servicer and, if and when necessary, the applicable special
servicer will be responsible for servicing and administering and will otherwise
have duties to the holders of the related Trust-Serviced Non-Pooled Mortgage
Loan, including any such holders under the applicable pooling and servicing
agreements in future securitizations. The servicing and administration of the
Trust-Serviced Mortgage Loan Groups and any related REO Property are to be
conducted for the benefit of the series 2006-PWR12 certificateholders and the
holder of the related Trust-Serviced Non-Pooled Mortgage Loan, as a collective
whole. The Trust-Serviced Non-Pooled Mortgage Loans will not be part of the
trust fund.

          The section in the accompanying prospectus entitled "Description of
the Pooling and Servicing Agreements--Some Matters Regarding the Servicer and
the Depositor" discusses how each master servicer and each special servicer may
resign or assign its obligations under the series 2006-PWR12 pooling and
servicing agreement.

SERVICING AND OTHER COMPENSATION AND PAYMENT OF EXPENSES

          The Master Servicing Fee. The principal compensation to be paid to the
master servicers with respect to their master servicing activities will be the
master servicing fee. Master servicing fees earned with respect to any pooled
mortgage loan will be payable to the applicable master servicer for that pooled
mortgage loan.

          The master servicing fee:

          o    will be earned with respect to each and every pooled mortgage
               loan, including--

               1.   each such pooled mortgage loan, if any, that is a specially
                    serviced mortgage loan,


                                      S-156



               2.   each such pooled mortgage loan, if any, as to which the
                    corresponding mortgaged property has become an REO Property,
                    and

               3.   each such pooled mortgage loan as to which defeasance has
                    occurred; and

          o    in the case of each such pooled mortgage loan, will--

               1.   be calculated on the same interest accrual basis as that
                    pooled mortgage loan, which will be a 30/360 Basis or an
                    Actual/360 Basis, as applicable,

               2.   accrue at a master servicing fee rate, on a loan-by-loan
                    basis,

               3.   accrue on the same principal amount as interest accrues or
                    is deemed to accrue from time to time with respect to that
                    pooled mortgage loan, and

               4.   be payable monthly to the applicable master servicer from
                    amounts received with respect to interest on that pooled
                    mortgage loan.

          Each of Principal Global Investors, LLC and Nationwide Life will be
entitled to a primary servicing fee with respect to the pooled mortgage loans
for which it is the primary servicer. The rate at which the primary servicing
fee for each mortgage loan accrues is included in the applicable master
servicing fee rate for each of those pooled mortgage loans.

          If a master servicer resigns or is terminated for any reason, that
master servicer will be entitled to continue to receive a portion of the master
servicing fee that accrues with respect to each pooled mortgage loan for which
it is the applicable master servicer at a specified number of basis points
(which number of basis points may be zero). Any successor master servicer will
be entitled to receive the other portion of that master servicing fee.

          The applicable master servicer will be entitled to a master servicing
fee with respect to its master servicing activities relating to the
Trust-Serviced Non-Pooled Mortgage Loans, which fee will be payable solely from
interest collections on the related Trust-Serviced Non-Pooled Mortgage Loan.

          Prepayment Interest Shortfalls. The series 2006-PWR12 pooling and
servicing agreement will require each master servicer to make a non-reimbursable
compensating interest payment on each distribution date in an amount equal to
the total amount of Prepayment Interest Shortfalls (if any) incurred in
connection with principal prepayments received during the most recently ended
collection period with respect to pooled mortgage loans as to which that master
servicer is the applicable master servicer, to the extent those Prepayment
Interest Shortfalls arose from voluntary principal prepayments made by a
borrower on such pooled mortgage loans that are not specially serviced mortgage
loans or defaulted mortgage loans. Neither master servicer will be required to
make a compensating interest payment in connection with involuntary principal
prepayments (including those made out of insurance proceeds, condemnation
proceeds or liquidation proceeds), principal prepayments accepted with the
specific consent of the series 2006-PWR12 controlling class representative or on
specially serviced mortgage loans or defaulted mortgage loans.

          Any payments made by a master servicer with respect to any
distribution date to cover Prepayment Interest Shortfalls will be included in
the Available Distribution Amount for that distribution date, as described under
"Description of the Offered Certificates--Distributions" in this prospectus
supplement. If the amount of Prepayment Interest Shortfalls incurred with
respect to the pooled mortgage loans during any collection period exceeds the
total of any and all payments made by the master servicers with respect to the
related distribution date to cover those Prepayment Interest Shortfalls with
respect to the pooled mortgage loans respectively being serviced by them, then
the resulting Net Aggregate Prepayment Interest Shortfall will be allocated
among the respective classes of the series 2006-PWR12 principal balance
certificates, in reduction of the interest distributable on those certificates,
on a pro rata basis as and to the extent described under "Description of the
Offered Certificates--Distributions--Interest Distributions" in this prospectus
supplement.

          The provisions described under "--Certain Remittance Provisions and
Coverage for Related Potential Shortfalls" below do not modify (by increasing or
decreasing) a servicer's obligation (or lack thereof) to pay compensating
interest in respect of borrower-created Prepayment Interest Shortfalls as
described under this section.

          Certain Remittance Provisions and Coverage for Related Potential
Shortfalls. In the case of each of the pooled mortgage loans that provide for
scheduled payments to be due on the third or fifth day of each month, if the
pooled mortgage


                                      S-157



loan is the subject of a principal prepayment after the end of the collection
period ending in any month and the pooled mortgage loan is not a specially
serviced mortgage loan or a defaulted mortgage loan, then the applicable master
servicer will be required to cause to be included in the Available Distribution
Amount for the distribution date occurring in that month (a) the principal
portion of the payment, (b) any interest that accompanied the payment (in
circumstances involving a principal prepayment this will be net of any portion
of the accompanying interest payment that is a prepayment interest excess
representing interest accrued from and after the due date in that month, which
portion will be retained by the applicable master servicer as additional master
servicer compensation) and (c) as already described under (and without
duplication of the obligations described in) "Prepayment Interest Shortfalls"
above, solely in the case of a principal prepayment made before the due date in
that month, if the borrower is not required to pay interest to the next due
date, a payment of compensating interest (to be made by the applicable master
servicer from its own funds) in an amount equal to the interest that would have
accrued (at the related Mortgage Pass-Through Rate) on the principal portion of
the payment from and including the prepayment date to but excluding that due
date. If the applicable master servicer fails to perform all obligations set
forth in the previous sentence, then that failure will constitute an Event of
Default on the part of the applicable master servicer, but the applicable master
servicer will be entitled to cure that Event of Default (and may not be
terminated under the series 2006-PWR12 pooling and servicing agreement unless it
does not effect such cure) by making (from its own funds), not later than the
master servicer remittance date in the month immediately following the month in
which the payment occurred, a payment of compensating interest in an aggregate
amount equal to the sum of one-month's interest (at the related Mortgage
Pass-Through Rate) on the principal portion of the payment and (as already
described under (and without duplication of the obligations described in)
"Prepayment Interest Shortfalls" above, solely in the case of a prepayment that
was made in the earlier month before the due date in that month) the interest
that would have accrued (at the related Mortgage Pass-Through Rate) on the
prepayment from and including the prepayment date to but excluding that due date
(net of any portion of such aggregate amount that the applicable master servicer
otherwise pays as compensating interest as described under "--Prepayment
Interest Shortfalls" above). If the master servicer performs the obligation
described in second preceding sentence above, then the principal amounts
remitted as described in that sentence will constitute a part of the Principal
Distribution Amount for the distribution date immediately following the date of
the principal prepayment (and an updated CMSA loan periodic update file will
reflect this). If the master servicer initially fails to perform that obligation
(whether or not it cures the failure as described above), then the principal
amounts that would otherwise (if the master servicer had not failed to perform
its obligations as described above) have been included in the Principal
Distribution Amount for the distribution date immediately following the date of
the principal prepayment will instead be treated as if they were collections of
principal received during the collection period related to the next succeeding
distribution date. In the case of each of those pooled mortgage loans that
matures on the third or fifth day of a month, if the related balloon payment due
on that maturity date is timely received on its due date, then that balloon
payment will be considered to have been received during the collection period
related to that month's distribution date for purposes of distributing the
Available Distribution Amount and the Principal Distribution Amount for that
month; otherwise, the applicable master servicer will be required to make the
applicable monthly debt service advance as otherwise described under
"Description of the Offered Certificates--Advances of Delinquent Monthly Debt
Service Payments". In the case of the pooled mortgage loans that permit a
prepayment to be made, subject to a next business day convention, during the
first five days of a month in which prepayment is permitted, the applicable
master servicer will in any event be entitled to remit those prepayments as part
of the master servicer remittance amount for that month so as to avoid a
prepayment interest shortfall that may otherwise result.

          Principal Special Servicing Compensation. The principal compensation
to be paid to the special servicers with respect to their special servicing
activities will be--

          o    the special servicing fee,

          o    the workout fee, and

          o    the liquidation fee.

          Special servicing fees, workout fees and liquidation fees earned with
respect to each mortgage loan or any related REO Property will be payable to the
applicable special servicer.


                                      S-158



          Special Servicing Fee. The special servicing fee:

          o    will be earned with respect to--

               1.   each specially serviced mortgage loan serviced by the
                    applicable special servicer, if any, and

               2.   each mortgage loan serviced by the applicable special
                    servicer, if any, as to which the corresponding mortgaged
                    property has become an REO Property;

          o    in the case of each mortgage loan described in the foregoing
               bullet, will--

               1.   be calculated on the same interest accrual basis as that
                    mortgage loan, which will be a 30/360 Basis or an Actual/360
                    Basis, as applicable,

               2.   accrue at a special servicing fee rate of 0.25% per annum,
                    and

               3.   accrue on the same principal amount as interest accrues or
                    is deemed to accrue from time to time with respect to that
                    mortgage loan; and

          o    except as otherwise described in the next paragraph, will be
               payable monthly from related liquidation proceeds, insurance
               proceeds or condemnation proceeds (if any) and then from general
               collections on all the pooled mortgage loans and any related REO
               Properties that are on deposit in the master servicers'
               collection accounts from time to time.

          Notwithstanding the foregoing, any special servicing fees earned with
respect to any Mortgage Loan Group that includes a Non-Pooled Subordinate Loan
will be payable out of any collections on or with respect to the applicable
Non-Pooled Subordinate Loan and/or the applicable Non-Pooled Subordinate
Noteholder's share of collections on any related REO Property then in the
possession of the applicable master servicer prior to payment out of any
collections described in the last bullet of the immediately preceding paragraph.
Any special servicing fees earned with respect to any Non-Pooled Subordinate
Loan will be payable solely out of collections on that Non-Pooled Subordinate
Loan.

          Workout Fee. The applicable special servicer will, in general, be
entitled to receive a workout fee with respect to each mortgage loan worked out
by that special servicer. Except as otherwise described in the next sentence,
the workout fee will be payable out of, and will be calculated by application of
a workout fee rate of 1.00% to, each payment of interest, other than Default
Interest and Post-ARD Additional Interest, and each payment of principal
received on the mortgage loan for so long as it remains a worked-out mortgage
loan. Notwithstanding the foregoing, any workout fees earned with respect to any
Mortgage Loan Group that includes a Non-Pooled Subordinate Loan will be payable
out of any collections on or with respect to the related Non-Pooled Subordinate
Loan and/or the related Non-Pooled Subordinate Noteholder's share of collections
on any related REO Property then in the possession of the applicable master
servicer prior to payment out of any collections on the related pooled mortgage
loans or any other pooled mortgage loan. Any workout fees earned with respect to
any Non-Pooled Subordinate Loan will be payable solely out of collections on
that Non-Pooled Subordinate Loan.

          The workout fee with respect to any worked-out mortgage loan will
cease to be payable if that worked-out mortgage loan again becomes a specially
serviced mortgage loan or if the related mortgaged property becomes an REO
Property. However, a new workout fee would become payable if the mortgage loan
again became a worked-out mortgage loan after having again become a specially
serviced mortgage loan.

          If a special servicer is terminated or resigns, it will retain the
right to receive any and all workout fees payable with respect to mortgage loans
that were worked-out by it (or, except in circumstances where that special
servicer is terminated for cause, as to which the circumstances that constituted
the applicable Servicing Transfer Event were resolved and the borrower has
timely made at least one monthly debt service payment according to that
work-out) and as to which no new Servicing Transfer Event had occurred as of the
time of its termination or resignation. The successor to that special servicer
will not be entitled to any portion of those workout fees.

          Although workout fees are intended to provide the special servicers
with an incentive to perform their duties better, the payment of any workout fee
will reduce amounts payable to the series 2006-PWR12 certificateholders.


                                      S-159



          Liquidation Fee. The applicable special servicer will be entitled to
receive a liquidation fee with respect to each specially serviced mortgage loan
for which a full, partial or discounted payoff is obtained from the related
borrower. The applicable special servicer will also be entitled to receive a
liquidation fee with respect to any specially serviced mortgage loan or REO
Property as to which it receives any liquidation proceeds, insurance proceeds or
condemnation proceeds, except as described in the next paragraph. In each case,
except as described in the next paragraph, the liquidation fee will be payable
from, and will be calculated by application of a liquidation fee rate of 1.00%
to, the related payment or proceeds, exclusive of any portion of that payment or
proceeds that represents a recovery of Default Interest, late payment charges
and/or Post-ARD Additional Interest.

          In general, no liquidation fee will be payable based on, or out of,
proceeds received in connection with the purchase or repurchase of any pooled
mortgage loan from the trust fund by any person (whether by a mortgage loan
seller in connection with a material breach of representation or warranty or a
material document defect in accordance with the related mortgage loan purchase
agreement or by the general special servicer or 2006-PWR12 controlling class
representative pursuant to the exercise of the option described under "--Fair
Value Purchase Option" below, by any person in connection with a termination of
the trust fund or by another creditor of the related borrower pursuant to any
co-lender, intercreditor or other similar agreement, or otherwise).

          Any liquidation fees earned with respect to any Mortgage Loan Group
that includes a Non-Pooled Subordinate Loan will be payable out of any
collections on or with respect to the related Non-Pooled Subordinate Loan and/or
the related Non-Pooled Subordinate Noteholder's share of proceeds or payments
then in the possession of the applicable master servicer prior to payment out of
any collections on the related pooled mortgage loan or any other pooled mortgage
loans. Any liquidation fees earned with respect to any Non-Pooled Subordinate
Loan will be payable solely out of collections on that Non-Pooled Subordinate
Loan.

          Although liquidation fees are intended to provide the special
servicers with an incentive to better perform their duties, the payment of any
liquidation fee will reduce amounts payable to the series 2006-PWR12
certificateholders.

          Additional Servicing Compensation. The following items collected on
any mortgage loan will be allocated among the master servicers and the special
servicers as additional compensation in accordance with the series 2006-PWR12
pooling and servicing agreement:

          o    any late payment charges and Default Interest actually collected
               on the pooled mortgage loans, except to the extent that the
               series 2006-PWR12 pooling and servicing agreement requires the
               application of late payment charges and/or Default Interest to
               the payment or reimbursement of interest accrued on advances
               previously made on the related mortgage loan,

          o    any Prepayment Interest Excesses arising from any principal
               prepayments on the pooled mortgage loans, and o any assumption
               fees, assumption application fees, modification fees, extension
               fees, consent fees, release fees, waiver fees, fees paid in
               connection with defeasance and earn-out fees or other similar
               fees.

          Each of the master servicers and each of the special servicers will be
authorized to invest or direct the investment of funds held in any collection
account, escrow and/or reserve account or REO account maintained by it, in
Permitted Investments. See "--Collection Accounts" below. The applicable master
servicer or special servicer --

          o    will be entitled to retain any interest or other income earned on
               those funds, and

          o    will be required to cover any losses of principal of those
               investments from its own funds, to the extent those losses are
               incurred with respect to investments made for the benefit of that
               master servicer or special servicer, as applicable.

          No master servicer or special servicer will be obligated, however, to
cover any losses resulting from the bankruptcy or insolvency of any depository
institution or trust company holding any of those accounts.


                                      S-160



          Payment of Expenses; Servicing Advances. Each of the master servicers,
the special servicers and the trustee will be required to pay its overhead and
any general and administrative expenses incurred by it in connection with its
activities under the series 2006-PWR12 pooling and servicing agreement. The
master servicers, the special servicers and the trustee will not be entitled to
reimbursement for these expenses except as expressly provided in the series
2006-PWR12 pooling and servicing agreement.

          Any and all customary, reasonable and necessary out-of-pocket costs
and expenses incurred by a master servicer or a special servicer in connection
with the servicing or administration of a mortgage loan and any related
mortgaged properties as to which a default, delinquency or other unanticipated
event has occurred or is imminent, or in connection with the administration of
any REO Property, will be servicing advances. The series 2006-PWR12 pooling and
servicing agreement may also designate certain other expenses as servicing
advances. Subject to the limitations described below, each master servicer will
be required to make any servicing advances relating to any mortgage loan or REO
Property for which it is the applicable master servicer, including any servicing
advances relating to any Trust-Serviced Mortgage Loan Groups or related
mortgaged properties or REO Properties for which it is the applicable master
servicer. Servicing advances will be reimbursable from future payments and other
collections, including insurance proceeds, condemnation proceeds and liquidation
proceeds, received in connection with the related mortgage loan or REO Property.
In addition, each special servicer may periodically require the applicable
master servicer to reimburse that special servicer for any servicing advances
made by it with respect to a particular mortgage loan or REO Property. Upon so
reimbursing a special servicer for any servicing advance, the applicable master
servicer will be deemed to have made the advance.

          The applicable special servicer must notify the applicable master
servicer whenever a servicing advance is required to be made with respect to any
specially serviced mortgage loan or REO Property, and the applicable master
servicer must make the servicing advance, except that the applicable special
servicer must make any necessary emergency advances on a specially serviced
mortgage loan or REO Property.

          If a master servicer is required under the series 2006-PWR12 pooling
and servicing agreement to make a servicing advance, but does not do so within
ten days after the servicing advance is required to be made, then the trustee
will be required:

          o    if it has actual knowledge of the failure, to give the defaulting
               party notice of its failure, and

          o    if the failure continues for one more business day, to make the
               servicing advance.

          Except for the applicable master servicer, the applicable special
servicer or the trustee as described above, no person - including the holder of
any related Non-Pooled Mortgage Loan - will be required to make any servicing
advances with respect to any mortgage loan or related mortgaged property or REO
property.

          Despite the foregoing discussion or anything else to the contrary in
this prospectus supplement, none of the master servicers, the special servicers
or the trustee will be obligated to make servicing advances that it or the
applicable special servicer determines, in its reasonable, good faith judgment,
would not be ultimately recoverable from expected collections on the related
mortgage loan or REO Property. If the applicable master servicer, the applicable
special servicer or the trustee makes any servicing advance that it subsequently
determines, in its reasonable, good faith judgment, is not recoverable from
expected collections on the related mortgage loan or REO Property, it may obtain
reimbursement for that advance, together with interest on that advance, out of
general collections on the mortgage loans and any REO Properties on deposit in
that master servicer's collection account from time to time. Notwithstanding the
provision described in the preceding sentence, such person will not be permitted
to reimburse itself out of those general collections for any servicing advance
related to a Mortgage Loan Group that includes a Non-Pooled Subordinate Loan
that it has determined is not recoverable, except to the extent that amounts
collected on or in respect of the applicable Non-Pooled Subordinate Loan are
insufficient for that reimbursement. The trustee may conclusively rely on the
determination of the applicable master servicer or the applicable special
servicer regarding the nonrecoverability of any servicing advance. Absent bad
faith, the determination by any authorized person that an advance constitutes a
nonrecoverable advance as described above will be conclusive and binding.

          Any servicing advance (with interest) that has been determined to be a
nonrecoverable advance with respect to the mortgage pool will be reimbursable
from the collection accounts in the collection period in which the
nonrecoverability determination is made. Any reimbursement of a nonrecoverable
servicing advance (including interest accrued thereon) will be made first from
the principal portion of current debt service advances and payments and other
collections of principal on


                                      S-161



the mortgage pool (thereby reducing the Principal Distribution Amount otherwise
distributable on the certificates on the related distribution date) prior to the
application of any other general collections on the mortgage pool against such
reimbursement. To the extent that the amount representing principal is
insufficient to fully reimburse the party entitled to the reimbursement, then
such party may elect at its sole option to defer the reimbursement of the
portion that exceeds such amount (in which case interest will continue to accrue
on the unreimbursed portion of the advance). To the extent that the
reimbursement is made from principal collections, the Principal Distribution
Amount otherwise payable on the series 2006-PWR12 certificates on the related
distribution date will be reduced and a Realized Loss will be allocated (in
reverse sequential order in accordance with the loss allocation rules described
above under "--Reductions of Certificate Principal Balances in Connection with
Realized Losses and Additional Trust Fund Expenses") to reduce the total
principal balance of the series 2006-PWR12 certificates on that distribution
date.

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

          The pooling and servicing agreement will also permit the applicable
master servicer, and require the applicable master servicer at the direction of
the applicable special servicer if a specially serviced mortgage loan or REO
Property is involved, to pay directly out of that master servicer's collection
account any servicing expense that, if advanced by that master servicer or
special servicer, would not be recoverable (together with interest on the
advance) from expected collections on the related mortgage loan or REO Property.
This is only to be done, however, when the applicable master servicer or the
applicable special servicer, as the case may be, has determined in accordance
with the Servicing Standard that making the payment is in the best interests of
the series 2006-PWR12 certificateholders (or, if a Trust-Serviced Mortgage Loan
Group is involved, the best interest of the series 2006-PWR12 certificateholders
and the related Trust-Serviced Non-Pooled Noteholder(s)), as a collective whole.
In addition, if the servicing expense relates to a Mortgage Loan Group that
includes a Non-Pooled Subordinate Loan, the applicable master servicer will not
be permitted to pay that servicing expense from general collections on the
mortgage loans and any REO Properties in the trust fund on deposit in that
master servicer's collection account, except to the extent that amounts
collected on or in respect of the applicable Non-Pooled Subordinate Loan are
insufficient for that payment.

          The master servicers, the special servicers and the trustee will each
be entitled to receive interest on servicing advances made by that entity. The
interest will accrue on the amount of each servicing advance for so long as the
servicing advance is outstanding, at a rate per annum equal to the prime rate as
published in the "Money Rates" section of The Wall Street Journal, as that prime
rate may change from time to time. Interest accrued with respect to any
servicing advance will generally be payable at any time on or after the date
when the advance is reimbursed, in which case the payment will be made out of
general collections on the mortgage loans and any REO Properties on deposit in
the master servicers' collection accounts (or, alternatively, solely if the
servicing advance relates to a Mortgage Loan Group that includes a Non-Pooled
Subordinate Loan, out of collections on the related Non-Pooled Subordinate Loan
to the maximum extent possible), thereby


                                      S-162



reducing amounts available for distribution on the certificates. Under some
circumstances, Default Interest and/or late payment charges may be used to pay
interest on advances prior to making payment from those general collections, but
prospective investors should assume that the available amounts of Default
Interest and late payment charges will be de minimis.

THE SERIES 2006-PWR12 CONTROLLING CLASS REPRESENTATIVE

          Controlling Class. As of any date of determination, the controlling
class of series 2006-PWR12 certificateholders will be the holders of the most
subordinate class of series 2006-PWR12 principal balance certificates then
outstanding that has a total principal balance that is not less than 25% of that
class's original total principal balance. However, if no class of series
2006-PWR12 principal balance certificates has a total principal balance that
satisfies this requirement, then the controlling class of series 2006-PWR12
certificateholders will be the holders of the most subordinate class of series
2006-PWR12 principal balance certificates then outstanding that has a total
principal balance greater than zero. For purposes of determining the series
2006-PWR12 controlling class, the class A-1, A-2, A-3, A-AB, A-4 and A-1A
certificates will represent a single class.

          Appointment of Controlling Class Representative. The holders of series
2006-PWR12 certificates representing more than 50% of the total principal
balance of the series 2006-PWR12 controlling class will be entitled to select a
representative having the rights and powers described under "--Rights and Powers
of Controlling Class Representative" below and to replace an existing series
2006-PWR12 controlling class representative. The series 2006-PWR12 controlling
class representative may resign at any time. ARCap REIT, Inc., an affiliate of
the parent of the initial general special servicer is expected to be the initial
series 2006-PWR12 controlling class representative.

          Rights and Powers of Controlling Class Representative. No later than
approximately 45 days after the occurrence of a Servicing Transfer Event with
respect to any specially serviced mortgage loan, the applicable special servicer
must, in general, deliver to the series 2006-PWR12 controlling class
representative, among others, an asset status report with respect to that
mortgage loan and the related mortgaged property or properties. That asset
status report is required to include the following information to the extent
reasonably determinable:

          o    a summary of the status of the subject specially serviced
               mortgage loan and any negotiations with the related borrower;

          o    a discussion of the general legal and environmental
               considerations reasonably known to the applicable special
               servicer, consistent with the Servicing Standard, that are
               applicable to the exercise of remedies set forth in the series
               2006-PWR12 pooling and servicing agreement and to the enforcement
               of any related guaranties or other collateral for the related
               specially serviced mortgage loan and whether outside legal
               counsel has been retained;

          o    the most current rent roll and income or operating statement
               available for the related mortgaged property or properties;

          o    a summary of the applicable special servicer's recommended action
               with respect to the specially serviced mortgage loan;

          o    the appraised value of the related mortgaged property or
               properties, together with the assumptions used in the calculation
               thereof; and

          o    such other information as the applicable special servicer deems
               relevant in light of the Servicing Standard.


                                      S-163



          The applicable special servicer will be required to make one or more
revisions to the report if the controlling class representative objects to the
then current version of the asset status report and may in its discretion update
or revise the current version of an asset status report, provided that the
applicable special servicer will not make any revisions in response to
objections of the controlling class representative at any time following the
date that is 90 days following the delivery of its initial version of the
report. The applicable special servicer will be required to implement the
recommended action as outlined in the current version of an asset status report
if the series 2006-PWR12 controlling class representative approves the report,
the controlling class representative fails to object to the report within a
specified number of days following its receipt or the applicable special
servicer determines in accordance with the Servicing Standard that any objection
made by the controlling class representative is not in the best interests of all
the certificateholders (or, in the case of a Trust-Serviced Mortgage Loan Group,
in the best interests of all the series 2006-PWR12 certificateholders and the
related Trust-Serviced Non-Pooled Noteholder), as a collective whole.

          The applicable special servicer may, subject to the foregoing, take
any action set forth in an asset status report before the expiration of the
period during which the series 2006-PWR12 controlling class representative may
reject the report if--

          o    the applicable special servicer has reasonably determined that
               failure to take that action would materially and adversely affect
               the interests of the series 2006-PWR12 certificateholders or (if
               a Trust-Serviced Mortgage Loan Group is involved) the related
               Trust-Serviced Non-Pooled Noteholder, and

          o    it has made a reasonable effort to contact the series 2006-PWR12
               controlling class representative.

          The applicable special servicer may not take any action inconsistent
with an asset status report that has been adopted as described above, unless
that action would be required in order to act in accordance with the Servicing
Standard.

          In addition, the applicable special servicer generally will not be
permitted to take or consent to the applicable master servicer taking any
Material Action not otherwise covered by an approved asset status report, unless
and until the applicable special servicer has notified the series 2006-PWR12
controlling class representative and the series 2006-PWR12 controlling class
representative has consented (or failed to object) thereto in writing within ten
(10) business days of having been notified thereof in writing and provided with
all reasonably requested information by it (or, in the case of a proposed action
for which the applicable master servicer has requested approval from the
applicable special servicer, within any shorter period during which that special
servicer is initially entitled to withhold consent without being deemed to have
approved the action).

          However, the applicable special servicer may take any Material Action
without waiting for the response of the series 2006-PWR12 controlling class
representative if the applicable special servicer determines that immediate
action is necessary to protect the interests of the series 2006-PWR12
certificateholders and, if affected thereby, a Trust-Serviced Non-Pooled
Noteholder, as a collective whole.

          Furthermore, the series 2006-PWR12 controlling class representative
may, in general, direct the applicable special servicer to take, or to refrain
from taking, any actions as that representative may deem advisable with respect
to the servicing and administration of specially serviced mortgage loans and REO
Properties or as to which provision is otherwise made in the series 2006-PWR12
pooling and servicing agreement.

          In the case of the 1675 Broadway Loan Group, the series 2006-PWR12
controlling class representative will generally not have the rights otherwise
described above unless a 1675 Broadway Change of Control Event exists.

          In the case of the Tuscany Plaza Loan Group, the series 2006-PWR12
controlling class representative will generally not have the rights otherwise
described above unless a Tuscany Plaza Change of Control Event exists.

          Notwithstanding the provisions described above, the series 2006-PWR12
controlling class representative may not direct the applicable special servicer
to act, and the applicable special servicer is to ignore any direction for it to
act, in any manner that would--

          o    require or cause the applicable special servicer to violate
               applicable law, the terms of any mortgage loan or any other
               provision of the series 2006-PWR12 pooling and servicing
               agreement, including that party's obligation to act in accordance
               with the Servicing Standard;


                                      S-164



          o    result in an adverse tax consequence for the trust fund;

          o    expose the trust, the parties to the series 2006-PWR12 pooling
               and servicing agreement or any of their respective affiliates,
               members, managers, officers, directors, employees or agents, to
               any material claim, suit or liability; or

          o    materially expand the scope of a master servicer's or the
               applicable special servicer's responsibilities under the series
               2006-PWR12 pooling and servicing agreement.

          Also notwithstanding the foregoing, the 1675 Broadway Loan Group
special servicer will not be obligated to obtain the approval of or accept
direction from the series 2006-PWR12 controlling class representative regarding
any asset status report or the actions contemplated by that report with respect
to the 1675 Broadway Loan Group, or to even prepare any asset status report with
respect to the 1675 Broadway Loan Group, or otherwise obtain approval of or
accept direction from the 2006-PWR12 controlling class representative with
respect to any Material Action involving the 1675 Broadway Loan Group, unless a
1675 Broadway Change of Control Event has occurred and is continuing. Instead,
the 1675 Broadway Loan Group special servicer will be required to obtain the
approval of or accept direction from the 1675 Broadway Non-Pooled Subordinate
Noteholder. However, solely for informational purposes, the applicable special
servicer will prepare a report for the series 2006-PWR12 controlling class
representative with respect to the 1675 Broadway Loan Group if those loans
become specially serviced.

          Also notwithstanding the foregoing, the Tuscany Plaza Loan Group
special servicer will not be obligated to obtain the approval of or accept
direction from the series 2006-PWR12 controlling class representative regarding
any asset status report or the actions contemplated by that report with respect
to the Tuscany Plaza Loan Group, or to even prepare any asset status report with
respect to the Tuscany Plaza Loan Group, or otherwise obtain approval of or
accept direction from the 2006-PWR12 controlling class representative with
respect to any Material Action involving the Tuscany Plaza Loan Group, unless a
Tuscany Plaza Change of Control Event has occurred and is continuing. Instead,
the Tuscany Plaza Loan Group special servicer will be required to obtain the
approval of or accept direction from the Tuscany Plaza Non-Pooled Subordinate
Noteholder. However, solely for informational purposes, the applicable special
servicer will prepare a report for the series 2006-PWR12 controlling class
representative with respect to the Tuscany Plaza Loan Group if those loans
become specially serviced.

          When reviewing the rest of this "Servicing Under the Series 2006-PWR12
Pooling and Servicing Agreement" section, it is important that you consider the
effects that the rights and powers of the series 2006-PWR12 controlling class
representative discussed above could have on the actions of the applicable
special servicer.

          Liability to Borrowers. In general, any and all expenses of the series
2006-PWR12 controlling class representative are to be borne by the holders of
the series 2006-PWR12 controlling class, in proportion to their respective
percentage interests in that class, and not by the trust fund. However, if a
claim is made against the series 2006-PWR12 controlling class representative by
a borrower with respect to the pooling and servicing agreement or any particular
mortgage loan and the trust or a party to the pooling and servicing agreement is
also named in the relevant legal action, the applicable special servicer will
generally assume the defense of the claim on behalf of and at the expense of the
trust fund, provided that the applicable special servicer (in its sole judgment)
determines that the controlling class representative acted in good faith,
without negligence or willful misfeasance with regard to the particular matter
at issue.

          Liability to the Trust Fund and Certificateholders. The series
2006-PWR12 controlling class representative may have special relationships and
interests that conflict with those of the holders of one or more classes of the
series 2006-PWR12 certificates, may act solely in the interests of the holders
of the controlling class of series 2006-PWR12 certificates, does not have any
duty to the holders of any class of series 2006-PWR12 certificates other than
the controlling class of series 2006-PWR12 certificates and may take actions
that favor the interests of the holders of the controlling class of series
2006-PWR12 certificates over those of other classes of series 2006-PWR12
certificates. It will have no liability to any other series 2006-PWR12
certificateholders for having acted as described above and those other series
2006-PWR12 certificateholders may not take any action against it for having
acted as described above.

          Defense of Litigation. If a claim is made against the controlling
class representative by a borrower with respect to the series 2006-PWR12 pooling
and servicing agreement or any particular mortgage loan, the series 2006-PWR12
controlling


                                      S-165



class representative must immediately notify the certificate administrator, the
trustee, the applicable master servicer, the applicable primary servicer and the
applicable special servicer, whereupon (if a special servicer, a master
servicer, a primary servicer, the certificate administrator, the trustee or the
trust are also named parties to the same action and, in the sole judgment of the
applicable special servicer, (i) the series 2006-PWR12 controlling class
representative had acted in good faith, without negligence or willful
misfeasance, with regard to the particular matter at issue, and (ii) there is no
potential for a special servicer, a master servicer, a primary servicer, the
certificate administrator, the trustee or the trust to be an adverse party in
such action as regards the series 2006-PWR12 controlling class representative),
the applicable special servicer on behalf of the trust must (subject to the
provisions described under "Description of the Pooling and Servicing
Agreements--Some Matters Regarding the Servicer and the Depositor" in the
accompanying prospectus) assume the defense of any such claim against the series
2006-PWR12 controlling class representative; provided, however, that no judgment
against the series 2006-PWR12 controlling class representative shall be payable
out of the trust fund.

TRUST-SERVICED NON-POOLED NOTEHOLDER OF THE 1675 BROADWAY LOAN GROUP

          The holders of the subordinate non-pooled mortgage loan secured by the
mortgaged property identified on Appendix B to this prospectus supplement as
1675 Broadway will have the approval and other rights described under
"Description of the Mortgage Pool--Certain Characteristics of the Mortgage
Pool--Subordinate and/or Other Financing--Split Loan Structures--The 1675
Broadway Loan Group" in this prospectus supplement.

TRUST-SERVICED NON-POOLED NOTEHOLDER OF THE TUSCANY PLAZA LOAN GROUP

          The holders of the subordinate non-pooled mortgage loan secured by the
mortgaged property identified on Appendix B to this prospectus supplement as
Tuscany Plaza will have the approval and other rights described under
"Description of the Mortgage Pool--Certain Characteristics of the Mortgage
Pool--Subordinate and/or Other Financing--Split Loan Structures--The Tuscany
Plaza Loan Group" in this prospectus supplement.

REPLACEMENT OF THE SPECIAL SERVICERS

          The series 2006-PWR12 controlling class representative may remove the
existing general special servicer, with or without cause, and appoint a
successor to the general special servicer, except that, if the removal is
without cause, the cost of transferring the special servicing responsibilities
for the general special servicer will be the responsibility of the series
2006-PWR12 controlling class certificateholders. However, any such appointment
of a successor special servicer will be subject to, among other things, receipt
by the trustee of written confirmation from each of the Rating Agencies that the
appointment will not result in a qualification, downgrade or withdrawal of any
of the ratings then assigned thereby to the series 2006-PWR12 certificates.
Notwithstanding the foregoing, in the case of the 1675 Broadway Loan Group and
the Tuscany Plaza Loan Group, the related Non-Pooled Subordinate Noteholder will
have the right to replace the existing special servicer with respect to the
applicable Mortgage Loan Group, with or without cause, and appoint a successor
to that special servicer (subject to confirmation from each of the Rating
Agencies that the appointment will not result in a qualification, downgrade or
withdrawal of any rating then assigned by that Rating Agency to a class of
series 2006-PWR12 certificates). However, if a 1675 Broadway Change of Control
Event or a Tuscany Plaza Change of Control Event exists, then the series
2006-PWR12 controlling class representative will be entitled to exercise that
right with respect to the applicable Mortgage Loan Group (subject to
confirmation from each of the Rating Agencies that the appointment will not
result in a qualification, downgrade or withdrawal of any rating then assigned
by that Rating Agency to a class of series 2006-PWR12 certificates). For
additional information, see "Servicing of the Mortgage Loans Under the Series
2006-PWR12 Pooling and Servicing Agreement--The Series 2006-PWR12 Controlling
Class Representative" and "Description of the Mortgage Pool--Subordinate and/or
Other Financing--Split Loan Structures--The 1675 Broadway Loan Group" and "--The
Tuscany Plaza Loan Group" in this prospectus supplement.

MAINTENANCE OF INSURANCE

          In the case of each mortgage loan, the applicable master servicer will
be required to use reasonable efforts consistent with the Servicing Standard to
cause the related borrower to maintain (including identifying the extent to
which a borrower is maintaining insurance coverage and, if the borrower does not
so maintain, the applicable master servicer will be required to itself cause to
be maintained with Qualified Insurers having the Required Claims-Paying Ratings)
for the related mortgaged property:


                                      S-166



          o    a fire and casualty extended coverage insurance policy, which
               does not provide for reduction due to depreciation, in an amount
               that is generally at least equal to the lesser of the full
               replacement cost of improvements securing the mortgage loan or
               the outstanding principal balance of the mortgage loan, but, in
               any event, in an amount sufficient to avoid the application of
               any co-insurance clause, and

          o    all other insurance coverage as is required, or (subject to the
               Servicing Standard) that the holder of the mortgage loan is
               entitled to reasonably require, under the related mortgage loan
               documents.

Notwithstanding the foregoing, however:

          o    the applicable master servicer will not be required to maintain
               any earthquake or environmental insurance policy on any mortgaged
               property unless that insurance policy was in effect at the time
               of the origination of the related mortgage loan pursuant to the
               related mortgage loan documents and is available at commercially
               reasonable rates (and if the applicable master servicer does not
               cause the borrower to maintain or itself maintain such earthquake
               or environmental insurance policy on any mortgaged property, the
               applicable special servicer will have the right, but not the
               duty, to obtain, at the trust's expense, earthquake or
               environmental insurance on any mortgaged property securing a
               specially serviced mortgage loan or an REO Property so long as
               such insurance is available at commercially reasonable rates);
               and

          o    except as provided below, in no event will the applicable master
               servicer be required to cause the borrower to maintain, or itself
               obtain, insurance coverage that the applicable master servicer
               has determined is either (i) not available at any rate or (ii)
               not available at commercially reasonable rates and the related
               hazards are not at the time commonly insured against for
               properties similar to the related mortgaged property and located
               in or around the region in which the related mortgaged property
               is located (in each case, as determined by the applicable master
               servicer, which will be entitled to rely, at its own expense, on
               insurance consultants in making such determination) (and the
               related determinations by the applicable master servicer must be
               made not less frequently (but need not be made more frequently)
               than annually).

          Notwithstanding the provision described in the final bullet of the
prior paragraph, the applicable master servicer must, prior to availing itself
of any limitation described in that bullet with respect to any pooled mortgage
loan that has a Stated Principal Balance in excess of $2,500,000, obtain the
approval or disapproval of the applicable special servicer (and, in connection
therewith, the applicable special servicer will be required to comply with any
applicable provisions of the series 2006-PWR12 pooling and servicing agreement
described above under "--The Series 2006-PWR12 Controlling Class
Representative--Rights and Powers of Controlling Class Representative"). The
applicable master servicer will be entitled to conclusively rely on the
determination of the applicable special servicer.

          With respect to each specially serviced mortgage loan and REO
Property, the applicable special servicer will generally be required to use
reasonable efforts, consistent with the Servicing Standard, to maintain (and, in
the case of specially serviced mortgage loans, the applicable special servicer
will be required to (i) direct the applicable master servicer to make a
servicing advance for the costs associated with coverage that the applicable
special servicer determines to maintain, in which case the applicable master
servicer will be required to make that servicing advance (subject to the
recoverability determination and servicing advance procedures described in this
prospectus supplement) or (ii) direct the applicable master servicer to cause
that coverage to be maintained under the applicable master servicer's
force-placed insurance policy, in which case that applicable master servicer
will be required to so cause that coverage to be maintained to the extent that
the identified coverage is available under the applicable master servicer's
existing force-placed policy) with Qualified Insurers having the Required
Claims-Paying Ratings (a) a fire and casualty extended coverage insurance
policy, which does not provide for reduction due to depreciation, in an amount
that is at least equal to the lesser of (i) the full replacement cost of
improvements at such REO Property or (ii) the outstanding principal balance of
the related mortgage loan, but, in any event, in an amount sufficient to avoid
the application of any co-insurance clause, (b) a comprehensive general
liability insurance policy with coverage comparable to that which would be
required under prudent lending requirements and in an amount not less than $1
million per occurrence and (c) to the extent consistent with the Servicing
Standard, a business interruption or rental loss insurance covering revenues or
rents for a period of at least twelve months. However, the applicable special
servicer will not be required in any event to maintain or obtain insurance
coverage described in this paragraph beyond what is reasonably available at
commercially reasonable rates and consistent with the Servicing Standard.


                                      S-167



          If (1) a master servicer or special servicer obtains and maintains, or
causes to be obtained and maintained, a blanket policy or master force-placed
policy insuring against hazard losses on all of the mortgage loans or REO
Properties, as applicable, as to which it is the applicable master servicer or
the applicable special servicer, as the case may be, then, to the extent such
policy (a) is obtained from a Qualified Insurer having the Required
Claims-Paying Ratings, and (b) provides protection equivalent to the individual
policies otherwise required, or (2) a master servicer or special servicer has
long-term unsecured debt obligations that are rated not lower than "A2" by
Moody's and "A" by S&P, and that master servicer or that special servicer
self-insures for its obligation to maintain the individual policies otherwise
required, then that master servicer or that special servicer, as the case may
be, will conclusively be deemed to have satisfied its obligation to cause hazard
insurance to be maintained on the related mortgaged properties or REO
Properties, as applicable. Such a blanket or master force-placed policy may
contain a deductible clause (not in excess of a customary amount), in which case
the applicable master servicer or the applicable special servicer, as the case
may be, whichever maintains such policy, must if there has not been maintained
on any mortgaged property or REO Property thereunder a hazard insurance policy
complying with the requirements described above, and there will have been one or
more losses that would have been covered by such an individual policy, promptly
deposit into the applicable collection account maintained by the applicable
master servicer, from its own funds, the amount not otherwise payable under the
blanket or master force-placed policy in connection with such loss or losses
because of such deductible clause to the extent that any such deductible exceeds
the deductible limitation that pertained to the related mortgage loan (or, in
the absence of any such deductible limitation, the deductible limitation for an
individual policy which is consistent with the Servicing Standard) and, in the
case of a Trust-Serviced Mortgage Loan Group, to the extent that the
corresponding pooled mortgage loan is affected.

          Subject to the foregoing discussion, see also "Description of Pooling
and Servicing Agreements--Hazard Insurance Policies" in the accompanying
prospectus.

ENFORCEMENT OF DUE-ON-ENCUMBRANCE AND DUE-ON-SALE PROVISIONS

          In connection with each pooled mortgage loan, the applicable master
servicer or the applicable special servicer, as the case may be, will be
required to determine whether to waive any violation of a due-on-sale or
due-on-encumbrance provision or to approve any borrower request for consent to
an assignment and assumption of the mortgage loan or a further encumbrance of
the related mortgaged property. However, subject to the related mortgage loan
documents, if the subject pooled mortgage loan (either alone or, if applicable,
with other related pooled mortgage loans) exceeds specified size thresholds
(either actual or relative) or fails to satisfy other applicable conditions
imposed by the Rating Agencies, then neither that master servicer nor that
special servicer may enter into such a waiver or approval, unless it has
received written confirmation from either or both Rating Agencies, as
applicable, that this action would not result in the qualification, downgrade or
withdrawal of any of the ratings then assigned by that Rating Agency or those
Rating Agencies, as the case may be, to the series 2006-PWR12 certificates.
Furthermore, except in limited circumstances, a master servicer may not enter
into such a waiver or approval without the consent of the applicable special
servicer, and the applicable special servicer will not be permitted to grant
that consent or to itself enter into such a waiver or approval unless the
applicable special servicer has complied with any applicable provisions of the
series 2006-PWR12 pooling and servicing agreement and/or Mortgage Loan Group
Intercreditor Agreement described above under "--The Series 2006-PWR12
Controlling Class Representative--Rights and Powers of Controlling Class
Representative" or "Description of the Mortgage Pool--Certain Characteristics of
the Mortgage Pool --Subordinate and/or Other Financing--Split Loan
Structures--The 1675 Broadway Loan Group" and "--The Tuscany Plaza Loan Group".

TRANSFERS OF INTERESTS IN BORROWERS

          Each master servicer will generally have the right to consent to any
transfers of an interest in a borrower under a non-specially serviced mortgage
loan, to the extent the transfer is allowed under the terms of that mortgage
loan (without the exercise of any lender discretion other than confirming the
satisfaction of other specified conditions that do not include any other lender
discretion), including any consent to transfer to any subsidiary or affiliate of
a borrower or to a person acquiring less than a majority interest in the
borrower. However, subject to the terms of the related mortgage loan documents
and applicable law, if--

          o    the subject mortgage loan is a pooled mortgage loan that alone -
               or together with all other pooled mortgage loans that have the
               same or a known affiliated borrower - is one of the ten largest
               mortgage loans in the trust fund (according to Stated Principal
               Balance); has a cut-off date principal balance in excess of
               $20,000,000; or


                                      S-168



               has a principal balance at the time of such proposed transfer
               that is equal to or greater than 5% of the then aggregate
               mortgage pool balance; and

          o    the transfer is of an interest in the borrower of greater than
               49%,

then the applicable master servicer may not consent to the transfer unless it
has received written confirmation from each of the Rating Agencies that this
action would not result in the qualification, downgrade or withdrawal of any of
the ratings then assigned by that Rating Agency to the series 2006-PWR12
certificates. In addition, the series 2006-PWR12 pooling and servicing agreement
may require the applicable master servicer to obtain the consent of the
applicable special servicer prior to consenting to the transfers of interests in
borrowers that such master servicer is otherwise entitled to consent to as
described above.

MODIFICATIONS, WAIVERS, AMENDMENTS AND CONSENTS

          The applicable special servicer, with respect to a specially serviced
mortgage loan, or the applicable master servicer, with respect to any other
mortgage loan, may, consistent with the Servicing Standard agree to:

          o    modify, waive or amend any term of any mortgage loan;

          o    extend the maturity of any mortgage loan;

          o    defer or forgive the payment of interest (including Default
               Interest and Post-ARD Additional Interest) on and principal of
               any mortgage loan;

          o    defer or forgive the payment of late payment charges on any
               mortgage loan;

          o    defer or forgive Yield Maintenance Charges or Prepayment Premiums
               on any mortgage loan;

          o    permit the release, addition or substitution of collateral
               securing any mortgage loan; or

          o    permit the release, addition or substitution of the borrower or
               any guarantor of any mortgage loan.

          The ability of a special servicer or a master servicer to agree to any
of the foregoing, however, is subject to the discussions under "--The Series
2006-PWR12 Controlling Class Representative--Rights and Powers of Controlling
Class Representative" and "--Enforcement of Due-on-Sale and Due-on-Encumbrance
Provisions" above and "Description of the Mortgage Pool--Certain Characteristics
of the Mortgage Pool--Subordinate and Other Financing--Split Loan Structure--
The 1675 Broadway Loan Group" and "-- The Tuscany Plaza Loan Group" in this
prospectus supplement, and further, to each of the following limitations,
conditions and restrictions:

          o    Unless the applicable master servicer has obtained the consent of
               the applicable special servicer, a master servicer may not agree
               to modify, waive or amend any term of, or take any of the other
               above-referenced actions with respect to, any mortgage loan in
               the trust fund, that would affect the amount or timing of any
               related payment of principal, interest or other amount payable
               under that mortgage loan or materially and adversely affect the
               security for that mortgage loan, except (a) for certain waivers
               of Default Interest, late payment charges and Post-ARD Additional
               Interest and (b) with respect to certain routine matters.

          o    With limited exceptions generally involving the waiver of Default
               Interest and late payment charges, the applicable special
               servicer may not agree to, or consent to the applicable master
               servicer's agreeing to, modify, waive or amend any term of, and
               may not take, or consent to the master servicer's taking, any of
               the other above-referenced actions with respect to any mortgage
               loan, if doing so would--

               1.   affect the amount or timing of any related payment of
                    principal, interest or other amount payable under the
                    mortgage loan, or


                                      S-169



               2.   in the judgment of the applicable special servicer,
                    materially impair the security for the mortgage loan,

               unless a material default on the mortgage loan has occurred or,
               in the judgment of the applicable special servicer, a default
               with respect to payment on the mortgage loan is reasonably
               foreseeable, and the modification, waiver, amendment or other
               action is reasonably likely to produce an equal or a greater
               recovery to the series 2006-PWR12 certificateholders and, in the
               case of a Trust-Serviced Loan Group, the related Trust-Serviced
               Non-Pooled Noteholder, all as a collective whole, on a present
               value basis than would liquidation.

          o    As regards modifications, waivers and amendments of a
               Trust-Serviced Mortgage Loan Group:

               1.   following any modification, extension, waiver or amendment
                    of the payment terms of that Trust-Serviced Mortgage Loan
                    Group, any payments on and proceeds of that Trust-Serviced
                    Mortgage Loan Group must be allocated and applied (as among
                    the mortgage loans in that Trust-Serviced Mortgage Loan
                    Group) in accordance with the allocation and payment
                    priorities set forth in the related Mortgage Loan Group
                    Intercreditor Agreement, such that none of the trust as
                    holder of the related pooled mortgage loan and the holder of
                    that Trust-Serviced Non-Pooled Mortgage Loan will gain a
                    priority over the other with respect to any payment, which
                    priority is not reflected in the related Mortgage Loan Group
                    Intercreditor Agreement; and

               2.   in the case of any Mortgage Loan group that also includes a
                    Non-Pooled Subordinate Loan, to the extent consistent with
                    the Servicing Standard, taking into account the extent to
                    which the related Non-Pooled Subordinate Loan is junior to
                    the related pooled mortgage loan,

                    (a)  no waiver, reduction or deferral of any amounts due on
                         the pooled mortgage loan will be effected prior to the
                         waiver, reduction or deferral of the entire
                         corresponding item in respect of the related Non-Pooled
                         Subordinate Loan, and

                    (b)  no reduction of the mortgage rate (exclusive, if
                         applicable, of any portion thereof that represents the
                         rate at which Post-ARD Additional Interest is
                         calculated) of the related pooled mortgage loan will be
                         effected prior to the reduction of the mortgage rate
                         (exclusive, if applicable, of any portion thereof that
                         represents the rate at which Post-ARD Additional
                         Interest is calculated) of the related Non-Pooled
                         Subordinate Loan.

          o    Neither the applicable master servicer nor the applicable special
               servicer may extend the date on which any balloon payment is
               scheduled to be due on any mortgage loan to a date beyond the
               earliest of--

               1.   with certain exceptions, five years after the mortgage
                    loan's stated maturity if the mortgage loan is the subject
                    of an environmental insurance policy,

               2.   five years prior to the rated final distribution date, and

               3.   if the mortgage loan is secured by a lien solely or
                    primarily on the related borrower's leasehold interest in
                    the corresponding mortgaged property, 20 years or, to the
                    extent consistent with the Servicing Standard, giving due
                    consideration to the remaining term of the ground lease, ten
                    years, prior to the end of the then current term of the
                    related ground lease, plus any unilateral options to extend.

          o    Neither the applicable master servicer nor the applicable special
               servicer may make or permit any modification, waiver or amendment
               of any term of, or take any of the other above-referenced actions
               with respect to, any mortgage loan, if doing so would--

               1.   cause any of REMIC I, REMIC II or REMIC III to fail to
                    qualify as a REMIC under the Internal Revenue Code or either
                    of the respective grantor trusts related to the class R and
                    class V certificates to fail to qualify as a grantor trust
                    under the Internal Revenue Code,

               2.   result in the imposition of any tax on prohibited
                    transactions or contributions after the startup date of any
                    of REMIC I, REMIC II or REMIC III under the Internal Revenue
                    Code or the imposition of any


                                      S-170



                    tax on either of the respective grantor trusts related to
                    the class R and class V certificates under the Internal
                    Revenue Code, or

               3.   adversely affect the status of any portion of the trust fund
                    that is intended to be a grantor trust under the Internal
                    Revenue Code.

          o    Subject to applicable law, the related mortgage loan documents
               and the Servicing Standard, neither the applicable master
               servicer nor the applicable special servicer may permit any
               modification, waiver or amendment of any term of any mortgage
               loan that is not a specially serviced mortgage loan unless all
               related fees and expenses are paid by the borrower.

          o    The applicable special servicer may not permit or consent to the
               applicable master servicer's permitting any borrower to add or
               substitute any real estate collateral for any mortgage loan,
               unless the applicable special servicer has first----

               1.   determined, based upon an environmental assessment prepared
                    by an independent person who regularly conducts
                    environmental assessments, at the expense of the borrower,
                    that--

                    (a)  the additional or substitute collateral is in
                         compliance with applicable environmental laws and
                         regulations, and

                    (b)  there are no circumstances or conditions present with
                         respect to the new collateral relating to the use,
                         management or disposal of any hazardous materials for
                         which investigation, testing, monitoring, containment,
                         clean-up or remediation would be required under any
                         then applicable environmental laws or regulations; and

               2.   received, at the expense of the related borrower to the
                    extent permitted to be charged by the holder of the mortgage
                    loan under the related mortgage loan documents, confirmation
                    from each of the Rating Agencies that the addition or
                    substitution of real estate collateral will not result in a
                    qualification, downgrade or withdrawal of any rating then
                    assigned by that Rating Agency to a class of series
                    2006-PWR12 certificates.

          o    With limited exceptions generally involving the delivery of
               substitute collateral, the paydown of the subject mortgage loan
               or the release of non-material parcels, the applicable special
               servicer may not release or consent to the applicable master
               servicer's releasing any material real property collateral
               securing an outstanding mortgage loan in the trust fund other
               than in accordance with the terms of, or upon satisfaction of,
               the mortgage loan.

          The foregoing limitations, conditions and restrictions will not apply
to any of the acts referenced in this "--Modifications, Waivers, Amendments and
Consents" section that occurs automatically, or that results from the exercise
of a unilateral option by the related borrower within the meaning of Treasury
regulation section 1.1001-3(c)(2)(iii), in any event, under the terms of the
subject mortgage loan in effect on the date of initial issuance of the offered
certificates or, in the case of a replacement mortgage loan, on the date it is
added to the trust fund. Also, in no event will either the applicable master
servicer or the applicable special servicer be required to oppose the
confirmation of a plan in any bankruptcy or similar proceeding involving a
borrower if, in its judgment, opposition would not ultimately prevent the
confirmation of the plan or one substantially similar.

          Also notwithstanding the foregoing, the applicable master servicer
will not be required to seek the consent of, or provide prior notice to, the
applicable special servicer or any series 2006-PWR12 certificateholder or obtain
any confirmation from the Rating Agencies in order to approve waivers of minor
covenant defaults (other than financial covenants) or grant approvals and
consents in connection with various routine matters.

          All modifications, amendments, material waivers and other material
actions entered into or taken and all consents with respect to the mortgage
loans must be in writing. Each of the master servicers and the special servicers
must deliver to the trustee for deposit in the related mortgage file, an
original counterpart of the agreement relating to a such modification, waiver,
amendment or other action agreed to or taken by it, promptly following its
execution.


                                      S-171



          In circumstances in which the applicable master servicer is not
permitted to enter into a modification, waiver, consent or amendment without the
approval of the applicable special servicer, that master servicer must provide a
written recommendation and explain the rationale therefor and deliver all
pertinent documents to the applicable special servicer and to the series
2006-PWR12 controlling class representative or, if applicable, the related
Non-Pooled Subordinate Noteholder. If approval is granted by the applicable
special servicer, the applicable master servicer will be responsible for
entering into the relevant documentation.

REQUIRED APPRAISALS

          Within approximately 60 days following the occurrence of any Appraisal
Trigger Event with respect to any of the pooled mortgage loans, the applicable
special servicer must obtain an appraisal of the related mortgaged property from
an independent appraiser meeting the qualifications imposed in the series
2006-PWR12 pooling and servicing agreement, unless--

          o    an appraisal had previously been obtained within the prior twelve
               months, and

          o    the applicable special servicer has no knowledge of changed
               circumstances that in the judgment of the applicable special
               servicer would materially affect the value of the mortgaged
               property.

          Notwithstanding the foregoing, if the Stated Principal Balance of the
subject mortgage loan is less than $2,000,000, then the applicable special
servicer may, at its option, perform an internal valuation of the related
mortgaged property.

          As a result of any appraisal or other valuation, it may be determined
by a special servicer, in consultation with the series 2006-PWR12 controlling
class representative or, if applicable, the related Non-Pooled Subordinate
Noteholder, that an Appraisal Reduction Amount exists with respect to the
subject mortgage loan. An Appraisal Reduction Amount is relevant to the amount
of any advances of delinquent interest required to be made with respect to the
affected pooled mortgage loan and, in the case of the 1675 Broadway Loan Group
and the Tuscany Plaza Loan Group, the determination of whether the trust or the
related Non-Pooled Subordinate Noteholder, as applicable, exercises certain
control rights with respect to the related loan group. See "Description of the
Offered Certificates--Advances of Delinquent Monthly Debt Service Payments" in
this prospectus supplement.

          If an Appraisal Trigger Event occurs with respect to any specially
serviced mortgage loan, then the applicable special servicer will have an
ongoing obligation to obtain or perform, as the case may be, on or about each
anniversary of the occurrence of that Appraisal Trigger Event, an update of the
prior required appraisal or other valuation. Based upon that update, the
applicable special servicer is to redetermine, in consultation with the series
2006-PWR12 controlling class representative, and report to the certificate
administrator, the trustee and the applicable master servicer the new Appraisal
Reduction Amount, if any, with respect to the mortgage loan. This ongoing
obligation will cease if and when--

          o    any and all Servicing Transfer Events with respect to the
               mortgage loan have ceased, and

          o    no other Servicing Transfer Event or Appraisal Trigger Event has
               occurred with respect to the subject mortgage loan during the
               preceding three months.

          The cost of each required appraisal, and any update of that appraisal,
will be advanced by the applicable master servicer, at the direction of the
applicable special servicer, and will be reimbursable to the applicable master
servicer as a servicing advance.

          Notwithstanding the foregoing, the series 2006-PWR12 controlling class
representative or other controlling party will have the right (exercisable not
more frequently that once every six months) to require that the applicable
special servicer, as applicable, obtain a new appraisal with respect to the
subject mortgage loan, at the expense of the series 2006-PWR12 controlling class
certificateholders or other controlling party, as applicable. Upon receipt of
the new appraisal, the applicable special servicer will redetermine any
Appraisal Reduction Amount.

          Appraisal Reduction Amounts with respect to Trust-Serviced Loan Groups
will be calculated in the manner described under the definition of "Appraisal
Reduction Amount" in the glossary to this prospectus supplement.


                                      S-172



COLLECTION ACCOUNTS

          General. Each master servicer will be required to establish and
maintain a collection account for purposes of holding payments and other
collections that it receives with respect to the mortgage loans for which it is
the applicable master servicer. That collection account must be maintained in a
manner and with a depository institution that satisfies each Rating Agency's
standards for securitizations similar to the one involving the offered
certificates.

          The funds held in each master servicer's collection account may be
held as cash or invested in Permitted Investments. See "--Servicing and Other
Compensation and Payment of Expenses--Additional Servicing Compensation" above.

          Deposits. Each master servicer must deposit or cause to be deposited
in its collection account, generally within one business day following receipt
by it, all payments on and proceeds of the pooled mortgage loans that are
received by or on behalf of that master servicer with respect to the related
mortgage loans. These payments and proceeds include borrower payments, insurance
and condemnation proceeds (other than amounts to be applied to the restoration
of a property), amounts remitted monthly by the applicable special servicer from
an REO account, the proceeds of any escrow or reserve account that are applied
to the mortgage loan indebtedness and the sales proceeds of any sale of any
mortgage loan on behalf of the trust fund that may occur as otherwise described
in this prospectus supplement. Notwithstanding the foregoing, a master servicer
need not deposit into its collection account any amount that such master
servicer would be authorized to withdraw immediately from that collection
account as described under "--Withdrawals" below and will be entitled to instead
pay that amount directly to the person(s) entitled thereto.

          Withdrawals. The master servicers may make withdrawals from the
collection accounts for the purpose of making any Authorized Collection Account
Withdrawals.

          The series 2006-PWR12 pooling and servicing agreement will contain
additional provisions with respect to the timing of the payments, reimbursements
and remittances generally described above. The payments, reimbursements and
remittances described above may result in shortfalls to the holders of the
offered certificates in any particular month even if those shortfalls do not
ultimately become realized losses for those holders.

FAIR VALUE PURCHASE OPTION

          If any pooled mortgage loan becomes a Specially Designated Defaulted
Pooled Mortgage Loan, then the applicable special servicer must determine the
Fair Value of the subject Specially Designated Defaulted Pooled Mortgage Loan
based upon, among other things, an appraisal or other valuation obtained or
conducted by the applicable special servicer within the preceding 12-month
period. The determination must be made within 30 days following receipt of the
appraisal or other valuation. The applicable special servicer will be required
to update its Fair Value determination if an offer is made for the purchase of
the applicable pooled mortgage loan at that value on a date that is later than
90 days following the applicable special servicer's determination or if the
applicable special servicer becomes aware of any circumstances or conditions
that have occurred or arisen that would, in its reasonable judgment, materially
affect the most recent Fair Value determination.

          The holder(s) of a majority in principal amount of the series
2006-PWR12 controlling class and the applicable special servicer, in that order,
will be entitled to purchase from the trust fund any Specially Designated
Defaulted Pooled Mortgage Loan, at a cash price that is equal to: (a) the Fair
Value of that mortgage loan, as most recently determined by the applicable
special servicer and reported to the trustee, certificate administrator, the
applicable master servicer and the series 2006-PWR12 controlling class
representative as described above; or (b) if no such Fair Value has yet been
established as described above, or if the applicable special servicer is in the
process of redetermining the Fair Value because of a change in circumstances,
the applicable Purchase Price. Any exercise of the Purchase Option by the
applicable special servicer or any affiliate thereof will be conditioned on a
confirmation by the trustee that the applicable special servicer's determination
of the Fair Value is consistent with or greater than what the trustee considers
to be the fair value of that mortgage loan, although the applicable special
servicer may revise any such Fair Value determination that is rejected by the
trustee (in which case the revised determination shall likewise be subject to
confirmation by the trustee). For these purposes, the trustee may at its option
(and at the expense of the trust) designate an independent third party expert to
make the determination, in which case the trustee will be entitled to
conclusively rely upon such third party's determination. Any holder of the
Purchase Option may assign the option to any third party other than the borrower
or an affiliate of the borrower under the applicable pooled mortgage loan.


                                      S-173



          The Purchase Option with respect to any Specially Designated Defaulted
Pooled Mortgage Loan will end on the earliest of (1) the date on which such
mortgage loan is worked out or otherwise ceases to be a Specially Designated
Defaulted Mortgage Loan, (2) the date on which the mortgage loan is liquidated
or otherwise removed from the trust fund and (3) the date on which the related
mortgaged property becomes an REO Property.

          The Purchase Option with respect to any Specially Designated Defaulted
Pooled Mortgage Loan may be subject to the purchase options of other related
creditors of the subject borrower and its principals. In any case, the Purchase
Option with respect to each Pooled Mortgage Loan included in a Trust-Serviced
Mortgage Loan Group is subject to the prior right of one or more Non-Pooled
Subordinate Noteholders to exercise any option to purchase that Pooled Mortgage
Loan following a default and to any consultation and/or approval right that
applies to a sale of a defaulted loan. See "Description of the Mortgage Pool
--Subordinate and/or Other Financing--Split Loan Structures--The 1675 Broadway
Loan Group" and "-- The Tuscany Plaza Loan Group" above.

          We cannot assure you that the Fair Value of any Specially Designated
Defaulted Pooled Mortgage Loan (determined as described above) will equal the
amount that could have actually been realized in an open bid or that the cash
price at which any Specially Designated Defaulted Pooled Mortgage Loan may be
purchased as described above will equal or be greater than the amount that could
have been realized through foreclosure or a work-out of that mortgage loan.

          The applicable special servicer will be required to concurrently
proceed with a work-out or foreclosure in respect of any Specially Designated
Defaulted Mortgage Loan without regard to the related Purchase Option.

PROCEDURES WITH RESPECT TO DEFAULTED MORTGAGE LOANS AND REO PROPERTIES

          The applicable special servicer will be responsible for liquidating
defaulted pooled mortgage loans and for the operation, management, leasing,
maintenance and disposition of REO Properties, in any event generally as
described under "Description of the Pooling and Servicing
Agreements--Realization upon Defaulted Mortgage Loans" in the accompanying
prospectus. Any REO Property relating to a Trust-Serviced Mortgage Loan Group
will be held on behalf of the series 2006-PWR12 certificateholders and the
related Trust-Serviced Non-Pooled Noteholder.

REO ACCOUNT

          If an REO Property is acquired, the applicable special servicer will
be required to establish and maintain an account for the retention of revenues
and other proceeds derived from that REO Property. The funds held in each such
REO account may be held as cash or invested in Permitted Investments. Any
interest or other income earned on funds in the REO account maintained by a
special servicer will be payable to that special servicer, subject to the
limitations described in the series 2006-PWR12 pooling and servicing agreement.

          The applicable special servicer will be required to withdraw from the
REO account maintained by that special servicer funds necessary for the proper
operation, management, leasing, maintenance and disposition of any REO Property
held by the trust fund, but only to the extent of amounts on deposit in the
account relating to that particular REO Property. Promptly following the end of
each collection period, each special servicer will be required to withdraw from
its respective REO account and deposit, or deliver to the applicable master
servicer for deposit, into the applicable master servicer's collection account
the total of all amounts received in respect of each REO Property held by the
trust fund during that collection period, net of any withdrawals made out of
those amounts, as described in the preceding sentence and any amounts as may be
necessary to maintain a reserve of sufficient funds for the proper operation,
management, leasing, maintenance and disposition of that property, including the
creation of a reasonable reserve for repairs, replacements, necessary capital
improvements and other related expenses.

RIGHTS UPON THE OCCURRENCE OF AN EVENT OF DEFAULT

          If an Event of Default occurs with respect to any of the master
servicers or the special servicers and remains unremedied, the trustee will be
authorized, and at the direction of series 2006-PWR12 certificateholders
entitled to not less than 25% of the series 2006-PWR12 voting rights, or, in the
case of the general special servicer, at the direction of the series 2006-PWR12
controlling class representative, the trustee will be required, to terminate all
of the obligations and rights of the defaulting party under the series
2006-PWR12 pooling and servicing agreement accruing from and after the notice of
termination, other than any rights the defaulting party may have as a series
2006-PWR12 certificateholder or as holder of a


                                      S-174



Non-Pooled Subordinate Loan, entitlements to amounts payable to the terminated
party at the time of termination and any entitlements of the terminated party
that survive the termination. Upon any termination, subject to the discussion in
the next two paragraphs and under "--Replacement of the Special Servicers"
above, the trustee must either:

          o    succeed to all of the responsibilities, duties and liabilities of
               the terminated master servicer or special servicer, as the case
               may be, under the series 2006-PWR12 pooling and servicing
               agreement; or

          o    appoint an established mortgage loan servicing institution
               reasonably acceptable to the series 2006-PWR12 controlling class
               representative to act as successor to the terminated master
               servicer or special servicer, as the case may be.

          The holders of certificates entitled to a majority of the voting
rights or, alternatively, if an Event of Default involving the general special
servicer has occurred, the series 2006-PWR12 controlling class representative,
may require the trustee to appoint an established mortgage loan servicing
institution to act as successor master servicer or special servicer, as the case
may be, rather than have the trustee or its designee act as that successor. In
connection with the pooled mortgage loans sold by Principal Commercial Funding
II, LLC, Principal Commercial Funding, LLC or Nationwide Life Insurance Company
to us for deposit into the trust fund, the applicable master servicer will
perform most of its servicing duties through Principal Global Investors, LLC or
Nationwide Life, as applicable, in its capacity as primary servicer and
Principal Global Investors, LLC or Nationwide Life, as applicable, in that
capacity cannot be terminated, including by a successor master servicer, except
for cause. In addition, in the case of a number of other mortgage loans, it is
expected that the applicable master servicer will perform some of its servicing
duties through sub-servicers whose rights to receive certain payments cannot be
terminated, including by a successor master servicer, except for cause.

          Notwithstanding the foregoing discussion in this "--Rights Upon the
Occurrence of an Event of Default" section, if a master servicer receives a
notice of termination because of the occurrence of any of the Events of Default
described in the eighth and ninth bullets under the definition of "Event of
Default" that appears in the glossary to this prospectus supplement, the
applicable master servicer will continue to serve as master servicer and will
have the right for a period of 45 days, at its expense, to sell or cause to be
sold its master servicing rights with respect to the mortgage loans for which it
is the applicable master servicer to a successor.

          The appointment of any entity as a successor to a terminated master
servicer or special servicer as described in the second bullet of the first
paragraph or in the second or third paragraph of this "--Rights Upon the
Occurrence of an Event of Default" section may not occur unless each of the
Rating Agencies have confirmed that the appointment of that entity will not
result in a qualification, downgrade or withdrawal of any of the then current
ratings of the series 2006-PWR12 certificates.

          In general, certificateholders entitled to at least 66-2/3% of the
voting rights allocated to each class of series 2006-PWR12 certificates affected
by any Event of Default may waive the Event of Default. However, the Events of
Default described in the first, second, eighth and ninth bullets under the
definition of "Event of Default" that appears in the glossary to this prospectus
supplement may only be waived by all of the holders of the affected classes of
series 2006-PWR12 certificates. Furthermore, if the trustee is required to spend
any monies in connection with any Event of Default, then that Event of Default
may not be waived unless and until the trustee has been reimbursed, with
interest, by the party requesting the waiver. Upon any waiver of an Event of
Default, the Event of Default will cease to exist and will be deemed to have
been remedied for every purpose under the series 2006-PWR12 pooling and
servicing agreement.

         If an Event of Default on the part of the master servicer for a
Trust-Serviced Mortgage Loan Group occurs and affects a related Serviced
Non-Pooled Noteholder and that master servicer is not terminated pursuant to the
provisions set forth above, then notwithstanding that the Event of Default may
be waived by the series 2006-PWR12 certificateholders, the related Serviced
Non-Pooled Noteholder will be entitled to require that the applicable master
servicer appoint a sub-servicer that will be responsible for servicing the
applicable Mortgage Loan Group.


                                      S-175



                     CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS

GENERAL

          The following discussion summarizes certain legal aspects of mortgage
loans secured by real property in California (approximately 14.7% of the initial
mortgage pool balance) and New York (approximately 14.4% of the initial mortgage
pool balance). The discussion is general in nature, does not purport to be
complete and is qualified in its entirety by reference to the applicable federal
and state laws governing the mortgage loans.

CALIFORNIA

          Under California law a foreclosure may be accomplished either
judicially or non-judicially. Generally, no deficiency judgment is permitted
under California law following a nonjudicial sale under a deed of trust. Other
California statutes, except in certain cases involving environmentally impaired
real property, require the lender to attempt to satisfy the full debt through a
foreclosure against the property before bringing a personal action, if otherwise
permitted, against the borrower for recovery of the debt. California case law
has held that acts such as an offset of an unpledged account or the application
of rents from secured property prior to foreclosure, under some circumstances,
constitute violations of such statutes. Violations of such statutes may result
in the loss of some or all of the security under the loan. Finally, other
statutory provisions in California limit any deficiency judgment (if otherwise
permitted) against the borrower, and possibly any guarantor, following a
judicial sale to the excess of the outstanding debt over the greater (i) the
fair market value of the property at the time of the public sale or (ii) the
amount of the winning bid in the foreclosure. Borrowers also are allowed a
one-year period within which to redeem the property.

NEW YORK

          Mortgage loans in New York are generally secured by mortgages on the
related real estate. Foreclosure of a mortgage is usually accomplished in
judicial proceedings. After an action for foreclosure is commenced, and if the
lender secures a ruling that it is entitled to foreclosure ordinarily by motion
for summary judgment, the court then appoints a referee to compute the amount
owed together with certain costs, expenses and legal fees of the action. The
lender then moves to confirm the referee's report and enter a final judgment of
foreclosure and sale. Public notice of the foreclosure sale, including the
amount of the judgment, is given for a statutory period of time, after which the
mortgaged real estate is sold by a referee at public auction. There is no right
of redemption after the foreclosure sale. In certain circumstances, deficiency
judgments may be obtained. Under mortgages containing a statutorily sanctioned
covenant, the lender has a right to have a receiver appointed without notice and
without regard to the adequacy of the mortgaged real estate as security for the
amount owed.

                    MATERIAL FEDERAL INCOME TAX CONSEQUENCES

GENERAL

          Upon the issuance of the offered certificates, Cadwalader, Wickersham
& Taft LLP, our counsel, will deliver its opinion generally to the effect that,
assuming compliance with the series 2006-PWR12 pooling and servicing agreement
and assuming the continued qualification of the REMICs formed thereunder, and
subject to any other assumptions set forth in the opinion, (i) each of REMIC I,
REMIC II and REMIC III will qualify as a REMIC under the Internal Revenue Code
and (ii) the portion of the trust that holds the Post-ARD Additional Interest
and collections thereof (the "Class V Grantor Trust") will be treated as a
grantor trust under the Internal Revenue Code.

          The assets of REMIC I will generally include--

          o    the pooled mortgage loans,

          o    any REO Properties acquired on behalf of the series 2006-PWR12
               certificateholders (or a beneficial interest in a mortgaged
               property securing a Pooled Mortgage Loan that is part of a
               Mortgage Loan Group),


                                      S-176



          o    the respective master servicers' collection accounts,

          o    the REO accounts maintained by the special servicers, and

          o    the certificate administrator's distribution account and interest
               reserve account.

          However, REMIC I will exclude any collections of Post-ARD Additional
Interest on the ARD Loans.

          For federal income tax purposes,

          o    the separate non-certificated regular interests in REMIC I will
               be the regular interests in REMIC I and will be the assets of
               REMIC II,

          o    the separate non-certificated regular interests in REMIC II will
               be the regular interests in REMIC II and will be the assets of
               REMIC III,

          o    the class A-1, A-2, A-3, A-AB, A-4, A-1A, A-M, A-J, X, B, C, D,
               E, F, G, H, J, K, L, M, N, O and P certificates will evidence the
               regular interests in, and will generally be treated as debt
               obligations of, REMIC III,

          o    the class V certificates will represent beneficial ownership of
               the assets of the Class V Grantor Trust, and

          o    the class R certificates will evidence the sole class of residual
               interests in each of REMIC I, REMIC II and REMIC III.

DISCOUNT AND PREMIUM; PREPAYMENT CONSIDERATION

          The IRS has issued regulations under sections 1271 to 1275 of the
Internal Revenue Code generally addressing the treatment of debt instruments
issued with original issue discount. Section 1272(a)(6) of the Internal Revenue
Code provides for special rules applicable to the accrual of original issue
discount on, among other things, REMIC regular certificates. The Treasury
Department has not issued regulations under that section. You should be aware,
however, that the regulations issued under sections 1271 to 1275 of the Internal
Revenue Code and section 1272(a)(6) of the Internal Revenue Code do not
adequately address all issues relevant to, or are not applicable to, prepayable
securities such as the offered certificates. We recommend that you consult with
your own tax advisor concerning the tax treatment of your offered certificates.

         For federal income tax reporting purposes, we anticipate that the
offered certificates will be issued at a premium. Whether any holder of these
classes of offered certificates will be treated as holding a certificate with
amortizable bond premium will depend on the certificateholder's purchase price
and the payments remaining to be made on the certificate at the time of its
acquisition by the certificateholder. If you acquire an interest in any class of
offered certificates issued at a premium, you should consider consulting your
own tax advisor regarding the possibility of making an election to amortize the
premium. See "Material Federal Income Tax Consequences--Federal Income Tax
Consequences for REMIC Certificates--Taxation of Regular Certificates--Premium"
in the accompanying prospectus.

         When determining the rate of accrual of original issue discount and
market discount, if any, and the amortization of premium, if any, with respect
to the series 2006-PWR12 certificates for federal income tax purposes, the
prepayment assumption used will be that following any date of determination:

          o    the mortgage loans with anticipated repayment dates will be paid
               in full on those dates,

          o    no mortgage loan in the trust will otherwise be prepaid prior to
               maturity, and

          o    there will be no extension of maturity for any mortgage loan in
               the trust.


                                      S-177



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

          Prepayment premiums and yield maintenance charges actually collected
on the underlying mortgage loans will be paid on the offered certificates as and
to the extent described in this prospectus supplement. It is not entirely clear
under the Internal Revenue Code when the amount of a prepayment premium or yield
maintenance charge should be taxed to the holder of a class of offered
certificates entitled to that amount. For federal income tax reporting purposes,
the tax administrator will report prepayment premiums or yield maintenance
charges as income to the holders of a class of offered certificates entitled
thereto only after the applicable master servicer's actual receipt of those
amounts. The IRS may nevertheless seek to require that an assumed amount of
prepayment premiums and yield maintenance charges be included in payments
projected to be made on the offered certificates and that the taxable income be
reported based on the projected constant yield to maturity of the offered
certificates. Therefore, the projected prepayment premiums and yield maintenance
charges would be included prior to their actual receipt by holders of the
offered certificates. If the projected prepayment premiums and yield maintenance
charges were not actually received, presumably the holder of an offered
certificate would be allowed to claim a deduction or reduction in gross income
at the time the unpaid prepayment premiums and yield maintenance charges had
been projected to be received. Moreover, it appears that prepayment premiums and
yield maintenance charges are to be treated as ordinary income rather than
capital gain. However, the correct characterization of the income is not
entirely clear. We recommend you consult your own tax advisors concerning the
treatment of prepayment premiums and yield maintenance charges.

CHARACTERIZATION OF INVESTMENTS IN OFFERED CERTIFICATES

          Except to the extent noted below, offered certificates held by a real
estate investment trust ("REIT") will be "real estate assets" within the meaning
of section 856(c)(5)(B) of the Internal Revenue Code in the same proportion that
the assets of the trust would be so treated. In addition, interest, including
original issue discount, if any, on offered certificates held by a REIT will be
interest described in section 856(c)(3)(B) of the Internal Revenue Code to the
extent that those certificates are treated as "real estate assets" within the
meaning of section 856(c)(5)(B) of the Internal Revenue Code.

          Most of the mortgage loans to be included in the trust are not secured
by real estate used for residential or other purposes prescribed in section
7701(a)(19)(C) of the Internal Revenue Code. Consequently, in general, it
appears that the offered certificates will be treated as assets qualifying under
that section to only a limited extent. Accordingly, investment in the offered
certificates may not be suitable for a thrift institution seeking to be treated
as a "domestic building and loan association" under section 7701(a)(19)(C) of
the Internal Revenue Code. The offered certificates will be treated as
"qualified mortgages" for another REMIC under section 860G(a)(3)(C) of the
Internal Revenue Code.

          To the extent an offered certificate represents ownership of an
interest in a mortgage loan that is secured in part by the related borrower's
interest in a bank account, that mortgage loan is not secured solely by real
estate. Therefore:

          o    a portion of that certificate may not represent ownership of
               "loans secured by an interest in real property" or other assets
               described in section 7701(a)(19)(C) of the Internal Revenue Code;

          o    a portion of that certificate may not represent ownership of
               "real estate assets" under section 856(c)(5)(B) of the Internal
               Revenue Code; and

          o    the interest on that certificate may not constitute "interest on
               obligations secured by mortgages on real property" within the
               meaning of section 856(c)(3)(B) of the Internal Revenue Code.

          In addition, most of the mortgage loans that we intend to include in
the trust contain defeasance provisions under which the lender may release its
lien on the collateral securing the mortgage loan in return for the borrower's
pledge of substitute collateral in the form of Government Securities. Generally,
under the Treasury regulations, if a REMIC releases its lien on real property
that secures a qualified mortgage, that mortgage ceases to be a qualified
mortgage on the date the lien is released unless certain conditions are
satisfied. In order for the mortgage loan to remain a qualified mortgage, the
Treasury regulations require that--

          (1)  the borrower pledges substitute collateral that consist solely of
               Government Securities;


                                      S-178



          (2)  the mortgage loan documents allow that substitution;

          (3)  the lien is released to facilitate the disposition of the
               property or any other customary commercial transaction, and not
               as part of an arrangement to collateralize a REMIC offering with
               obligations that are not real estate mortgages; and

          (4)  the release is not within two years of the startup day of the
               REMIC.

          Following the defeasance of a mortgage loan, regardless of whether the
foregoing conditions were satisfied, that mortgage loan would not be treated as
a "loan secured by an interest in real property" or a "real estate asset" and
interest on that loan would not constitute "interest on obligations secured by
real property" for purposes of sections 7701(a)(19)(C), 856(c)(5)(B) and
856(c)(3)(B) of the Internal Revenue Code, respectively.

          See "Material Federal Income Tax Consequences--Federal Income Tax
Consequences for REMIC Certificates" in the accompanying prospectus.

          For further information regarding the federal income tax consequences
of investing in the offered certificates, see "Material Federal Income Tax
Consequences" in the accompanying prospectus.

                              ERISA CONSIDERATIONS

          ERISA and the Internal Revenue Code impose requirements on Plans that
are subject to ERISA and/or Section 4975 of the Internal Revenue Code. ERISA
imposes duties on persons who are fiduciaries of Plans subject to ERISA and
prohibits selected transactions between a Plan and Parties in Interest with
respect to such Plan. Under ERISA, any person who exercises any authority or
control respecting the management or disposition of the assets of a Plan, and
any person who provides investment advice with respect to such assets for a fee,
is a fiduciary of such Plan. Governmental plans (as defined in Section 3(32) of
ERISA) and certain church plans (as defined in Section 3(33) of ERISA) are not
subject to the prohibited transactions restrictions of ERISA and the Internal
Revenue Code. However, such plans may be subject to similar provisions of
applicable federal, state or local law.

PLAN ASSETS

          Neither ERISA nor the Internal Revenue Code defines the term "plan
assets". However, the DOL has issued a final regulation (29 C.F.R. Section
2510.3-101) concerning the definition of what constitutes the assets of a Plan.
That DOL regulation provides that, as a general rule, the underlying assets and
properties of corporations, partnerships, trusts and certain other entities in
which a Plan makes an "equity" investment will be deemed for certain purposes,
including the prohibited transaction provisions of ERISA and Section 4975 of the
Internal Revenue Code, to be assets of the investing Plan unless certain
exceptions apply. Under the terms of the regulation, if the assets of the trust
were deemed to constitute plan assets by reason of a Plan's investment in
offered certificates, such plan assets would include an undivided interest in
the pooled mortgage loans and any other assets of the trust. If the pooled
mortgage loans or other trust assets constitute plan assets, then any party
exercising management or discretionary control regarding those assets may be
deemed to be a "fiduciary" with respect to those assets, and thus subject to the
fiduciary requirements and prohibited transaction provisions of ERISA and
Section 4975 of the Internal Revenue Code with respect to the pooled mortgage
loans and other trust assets.

          Bear Stearns Commercial Mortgage Securities Inc., the underwriters,
the master servicers, the primary servicers, the special servicers and certain
of their respective affiliates might be considered or might become fiduciaries
or other Parties in Interest with respect to investing Plans. Moreover, the
trustee, the certificate administrator, the series 2006-PWR12 controlling class
representative, or any insurer, primary insurer or other issuer of a credit
support instrument relating to the primary assets in the trust, or certain of
their respective affiliates, might be considered fiduciaries or other Parties in
Interest with respect to investing Plans. In the absence of an applicable
exemption, "prohibited transactions" within the meaning of ERISA and Section
4975 of the Internal Revenue Code could arise if offered certificates were
acquired by, or with "plan assets" of, a Plan with respect to which any such
person is a Party in Interest.

          In addition, an insurance company proposing to acquire or hold offered
certificates with assets of its general account should consider the extent to
which such acquisition or holding would be subject to the requirements of ERISA
and Section 4975 of the Internal Revenue Code under John Hancock Mutual Life
Insurance Co. v. Harris Trust and Savings Bank, 510


                                      S-179



U.S. 86 (1993), and Section 401(c) of ERISA, as amended by the Small Business
Job Protection Act of 1996, Public Law No. 104-188, and subsequent DOL and
judicial guidance. See "--Insurance Company General Accounts" below.

SPECIAL EXEMPTION APPLICABLE TO THE OFFERED CERTIFICATES

          With respect to the acquisition and holding of the offered
certificates, the DOL has granted the Underwriter Exemption to Bear, Stearns &
Co. Inc. and Morgan Stanley & Co. Incorporated. The Underwriter Exemption
generally exempts from certain of the prohibited transaction rules of ERISA and
Section 4975 of the Internal Revenue Code transactions relating to:

          o    the initial purchase, the holding, and the subsequent resale by
               Plans of certificates evidencing interests in pass-through
               trusts; and

          o    transactions in connection with the servicing, management and
               operation of such trusts,

provided that the assets of such trusts consist of certain secured receivables,
loans and other obligations that meet the conditions and requirements of the
Underwriter Exemption.

          The assets covered by the Underwriter Exemption include mortgage loans
such as the pooled mortgage loans and fractional undivided interests in such
loans.

          The Underwriter Exemption as applicable to the offered certificates
sets forth the following five general conditions which must be satisfied for
exemptive relief:

          o    the acquisition of the offered certificates by a Plan must be on
               terms, including the price for the certificates, that are at
               least as favorable to the Plan as they would be in an
               arm's-length transaction with an unrelated party;

          o    the offered certificates acquired by the Plan must have received
               a rating at the time of such acquisition that is in one of the
               four highest generic rating categories from Moody's, S&P or
               Fitch;

          o    the trustee must not be an affiliate of any other member of the
               Restricted Group, other than an underwriter;

          o    the sum of all payments made to and retained by the underwriters
               in connection with the distribution of the offered certificates
               must represent not more than reasonable compensation for
               underwriting the certificates; the sum of all payments made to
               and retained by us in consideration of our assignment of the
               mortgage loans to the trust fund must represent not more than the
               fair market value of such mortgage loans; the sum of all payments
               made to and retained by the certificate administrator, tax
               administrator, the trustee, the master servicers, the special
               servicers and any sub-servicer must represent not more than
               reasonable compensation for such person's services under the
               series 2006-PWR12 pooling and servicing agreement or other
               relevant servicing agreement and reimbursement of such person's
               reasonable expenses in connection therewith; and

          o    the Plan investing in the certificates must be an "accredited
               investor" as defined in Rule 501(a)(1) under the Securities Act
               of 1933, as amended.

          A fiduciary of a Plan contemplating purchasing any of the offered
certificates in the secondary market must make its own determination that at the
time of such acquisition, such certificates continue to satisfy the second
general condition set forth above. We expect that the third general condition
set forth above will be satisfied with respect to the offered certificates. A
fiduciary of a Plan contemplating purchasing any of the offered certificates
must make its own determination that the first, second, fourth and fifth general
conditions set forth above will be satisfied with respect to such certificates.

          Before purchasing any of the offered certificates, a fiduciary of a
Plan should itself confirm (a) that such certificates constitute "securities"
for purposes of the Underwriter Exemption and (b) that the specific and general
conditions of the Underwriter Exemption and the other requirements set forth in
the Underwriter Exemption would be satisfied. In addition to


                                      S-180



making its own determination as to the availability of the exemptive relief
provided in the Underwriter Exemption, the Plan fiduciary should consider the
availability of other prohibited transaction exemptions.

          Moreover, the Underwriter Exemption provides relief from certain
self-dealing/conflict of interest prohibited transactions, but only if, among
other requirements:

          o    the investing Plan fiduciary or its affiliates is an obligor with
               respect to five percent or less of the fair market value of the
               obligations contained in the trust;

          o    the Plan's investment in each class of series 2006-PWR12
               certificates does not exceed 25% of all of the certificates
               outstanding of that class at the time of the acquisition;

          o    immediately after the acquisition, no more than 25% of the assets
               of the Plan are invested in certificates representing an interest
               in one or more trusts containing assets sold or serviced by the
               same entity;

          o    in connection with the acquisition of certificates in the initial
               offering, at least 50% of each class of certificates in which
               Plans invest and of the aggregate interests in the trust are
               acquired by persons independent of the Restricted Group; and

          o    the Plan is not sponsored by a member of the Restricted Group.

INSURANCE COMPANY GENERAL ACCOUNTS

          Based on the reasoning of the United States Supreme Court in John
Hancock Life Ins. Co. v. Harris Trust and Savings Bank, an insurance company's
general account may be deemed to include assets of the Plans investing in the
general account (e.g., through the purchase of an annuity contract), and the
insurance company might be treated as a Party in Interest with respect to a Plan
by virtue of such investment. Any investor that is an insurance company using
the assets of an insurance company general account should note that the Small
Business Job Protection Act of 1996 added Section 401(c) of ERISA relating to
the status of the assets of insurance company general accounts under ERISA and
Section 4975 of the Internal Revenue Code. Pursuant to Section 401(c), the
Department of Labor issued final regulations with respect to insurance policies
issued on or before December 31, 1998 that are supported by an insurer's general
account. As a result of these regulations, assets of an insurance company
general account will not be treated as "plan assets" for purposes of the
fiduciary responsibility provisions of ERISA and Section 4975 of the Internal
Revenue Code to the extent such assets relate to contracts issued to employee
benefit plans on or before December 31, 1998, if the insurer satisfies various
conditions.

          Any assets of an insurance company general account which support
insurance policies or annuity contracts issued to Plans after December 31, 1998,
or on or before that date for which the insurer does not comply with the 401(c)
Regulations, may be treated as "plan assets" of such Plans. Because Section
401(c) does not relate to insurance company separate accounts, separate account
assets continue to be treated as "plan assets" of any Plan that is invested in
such separate account. Insurance companies contemplating the investment of
general account assets in any class of certificates that is not rated at least
"Baa3" by Moody's or "BBB-" by S&P should consult with their legal counsel with
respect to the applicability of Section 401(c).

          Accordingly, any insurance company that acquires or holds any offered
certificate with "plan assets" of a Plan will be deemed to have represented and
warranted to us, the trustee, the certificate administrator, each master
servicer and each special servicer that (1) such acquisition and holding are
permissible under applicable law, satisfy the requirements of the Underwriter
Exemption, will not constitute or result in a non-exempt prohibited transaction
under ERISA or Section 4975 of the Internal Revenue Code, and will not subject
us, the trustee, the certificate administrator, either master servicer, any
special servicer or either primary servicer to any obligation in addition to
those undertaken in the series 2006-PWR12 pooling and servicing agreement, or
(2) the source of funds used to acquire and hold such certificates is an
"insurance company general account", as defined in DOL Prohibited Transaction
Class Exemption 95-60, and the applicable conditions set forth in Sections I and
III of PTCE 95-60 have been satisfied.


                                      S-181



GENERAL INVESTMENT CONSIDERATIONS

          Prospective Plan investors should consult with their legal counsel
concerning the impact of ERISA, Section 4975 of the Internal Revenue Code or any
corresponding provisions of applicable federal, state or local law, the
applicability of the Underwriter Exemption or other exemptive relief, and the
potential consequences to their specific circumstances, prior to making an
investment in the offered certificates. Moreover, each Plan fiduciary should
determine whether, under the general fiduciary standards of ERISA regarding
prudent investment procedure and diversification, an investment in the offered
certificates is appropriate for the Plan, taking into account the overall
investment policy of the Plan and the composition of the Plan's investment
portfolio. Any sale of offered certificates to a Plan does not constitute any
representation by the depositor or any underwriter that an investment in the
offered certificates meets relevant legal requirements with respect to
investments by Plans generally or any particular Plan, or that such investment
is appropriate for Plans generally or any particular Plan.

                                LEGAL INVESTMENT

          The offered certificates will not constitute "mortgage related
securities" for purposes of the Secondary Mortgage Market Enhancement Act of
1984, as amended. The appropriate characterization of the offered certificates
under various legal investment restrictions, and thus the ability of investors
subject to these restrictions to purchase offered certificates, is subject to
significant interpretive uncertainties.

          No representations are made as to the proper characterization of the
offered certificates for legal investment, financial institution regulatory or
other purposes, or as to the ability of particular investors to purchase the
offered certificates under applicable legal investment or other restrictions.
The uncertainties described above (and any unfavorable future determinations
concerning the legal investment or financial institution regulatory
characteristics of the offered certificates) may adversely affect the liquidity
of the offered certificates.

          Accordingly, all investors whose investment activities are subject to
legal investment laws and regulations, regulatory capital requirements, or
review by regulatory authorities should consult with their own legal advisors in
determining whether, and to what extent, the offered certificates will
constitute legal investments for them or are subject to investment, capital or
other restrictions.

          See "Legal Investment" in the accompanying prospectus.

                                 USE OF PROCEEDS

          We will use the net proceeds from the sale of offered certificates to
pay part of the purchase price of the mortgage loans that we intend to include
in the trust fund.

                              PLAN OF DISTRIBUTION

          Under the terms and subject to the conditions set forth in an
underwriting agreement dated as of the date hereof, each underwriter has agreed
to purchase from us and we have agreed to sell to each underwriter its allocable
share, specified in the following table, of each class of the offered
certificates. The underwriting agreement provides that the underwriters are
obligated to purchase all the offered certificates, if any are purchased.



          UNDERWRITER                CLASS A-1     CLASS A-2      CLASS A-3     CLASS A-AB
---------------------------------   -----------   -----------   ------------   ------------

Bear, Stearns & Co. Inc.            $34,050,000   $24,500,000   $ 75,250,000   $ 59,900,000
Morgan Stanley & Co. Incorporated   $34,050,000   $24,500,000   $ 75,250,000   $ 59,900,000
TOTAL                               $68,100,000   $49,000,000   $150,500,000   $119,800,000



                                      S-182





          UNDERWRITER                CLASS A-4    CLASS A-1A     CLASS A-M       CLASS A-J
---------------------------------   -----------   -----------   ------------   ------------

Bear, Stearns & Co. Inc.            $436,625,000  $ 97,335,500  $103,951,500   $ 80,562,000
Morgan Stanley & Co. Incorporated   $436,625,000  $ 97,335,500  $103,951,500   $ 80,562,000
TOTAL                               $873,250,000  $194,671,000  $207,903,000   $161,124,000


          Bear, Stearns & Co. Inc. and Morgan Stanley & Co. Incorporated are the
underwriters of this offering. Bear, Stearns & Co. Inc. and Morgan Stanley & Co.
Incorporated will act as co-lead and co-bookrunning managers.

          The underwriting agreement provides that the obligations of the
underwriters are subject to conditions precedent, and that the underwriters
severally will be obligated to purchase all of the offered certificates if any
are purchased. In the event of a default by an underwriter, the underwriting
agreement provides that the purchase commitment of the non-defaulting
underwriter may be increased. We expect to receive from this offering
approximately $1,833,884,741 in sale proceeds, plus accrued interest on the
offered certificates from and including June 1, 2006, before deducting expenses
payable by us.

          The underwriters have advised us that they will propose to offer the
offered certificates from time to time for sale in one or more negotiated
transactions or otherwise at varying prices to be determined at the time of
sale. The underwriters may effect such transactions by selling such classes of
offered certificates to or through dealers and such dealers may receive
compensation in the form of underwriting discounts, concessions or commissions
from the underwriters and any purchasers of such classes of offered certificates
for whom they may act as agent.

          The offered certificates are offered by the underwriters when, as and
if issued by us, delivered to and accepted by the underwriters and subject to
their right to reject orders in whole or in part. It is expected that delivery
of the offered certificates will be made in book-entry form through the
facilities of DTC against payment therefor on or about June 21, 2006.

          The underwriters and any dealers that participate with the
underwriters in the distribution of the offered certificates may be deemed to be
underwriters, and any discounts or commissions received by them and any profit
on the resale of such classes of offered certificates by them may be deemed to
be underwriting discounts or commissions, under the Securities Act of 1933, as
amended.

          We have agreed to indemnify the underwriters against civil
liabilities, including liabilities under the Securities Act of 1933, as amended,
or contribute to payments the underwriters may be required to make in respect
thereof.

          The underwriters currently intend to make a secondary market in the
offered certificates, but they are not obligated to do so.

                                  LEGAL MATTERS

          The validity of the offered certificates and certain federal income
tax matters will be passed upon by Cadwalader, Wickersham & Taft LLP, New York,
New York, and certain other legal matters will be passed upon for the
underwriters by Sidley Austin LLP, New York, New York.


                                      S-183



                                     RATINGS

          It is a condition to their issuance that the respective classes of
offered certificates be rated as follows:

CLASS   MOODY'S   S&P
-----   -------   ---
A-1       Aaa     AAA
A-2       Aaa     AAA
A-3       Aaa     AAA
A-AB      Aaa     AAA
A-4       Aaa     AAA
A-1A      Aaa     AAA
A-M       Aaa     AAA
A-J       Aaa     AAA

          Each of the Rating Agencies identified above are expected to perform
ratings surveillance with respect to its ratings for so long as the offered
certificates remain outstanding; provided that a Rating Agency may cease
performing ratings surveillance at any time if that Rating Agency does not have
sufficient information to allow it to continue to perform ratings surveillance
on the certificates. The depositor has no ability to ensure that the Rating
Agencies perform ratings surveillance. Fees for such ratings surveillance have
been prepaid by the depositor. The ratings on the offered certificates address
the likelihood of--

          o    the timely receipt by their holders of all distributions of
               interest to which they are entitled on each distribution date,
               and

          o    the ultimate receipt by their holders of all distributions of
               principal to which they are entitled on or before the
               distribution date in September 2038, which is the rated final
               distribution date.

          The ratings on the offered certificates take into consideration--

          o    the credit quality of the pooled mortgage loans,

          o    structural and legal aspects associated with the offered
               certificates, and

          o    the extent to which the payment stream from the pooled mortgage
               loans is adequate to make distributions of interest and principal
               required under the offered certificates.

          The ratings on the respective classes of offered certificates do not
represent any assessment of--

          o    the tax attributes of the offered certificates or of the trust
               fund,

          o    whether or to what extent prepayments of principal may be
               received on the pooled mortgage loans,

          o    the likelihood or frequency of prepayments of principal on the
               pooled mortgage loans,

          o    the degree to which the amount or frequency of prepayments of
               principal on the pooled mortgage loans might differ from those
               originally anticipated,

          o    whether or to what extent the interest payable on any class of
               offered certificates may be reduced in connection with Net
               Aggregate Prepayment Interest Shortfalls (or analogous amounts in
               connection with balloon payments) or whether any compensating
               interest payments will be made, and

          o    whether and to what extent Default Interest or Post-ARD
               Additional Interest will be received.


                                      S-184



          Also, a security rating does not represent any assessment of the yield
to maturity that investors may experience in the event of rapid prepayments
and/or other liquidations of the pooled mortgage loans. In general, the ratings
on the offered certificates address credit risk and not prepayment risk.

          We cannot assure you that any rating agency not requested to rate the
offered certificates will nonetheless issue a rating to any class of offered
certificates and, if so, what the rating would be. A rating assigned to any
class of offered certificates by a rating agency that has not been requested by
us to do so may be lower than the rating assigned thereto by Moody's or S&P.

          The ratings on the offered certificates should be evaluated
independently from similar ratings on other types of securities. A security
rating is not a recommendation to buy, sell or hold securities and may be
subject to revision or withdrawal at any time by the assigning rating
organization. Each security rating should be evaluated independently of any
other security rating. See "Ratings" in the accompanying prospectus.


                                      S-185



                                    GLOSSARY

         "1675 Broadway Change of Control Event" means, as of any date of
determination, (i) the then outstanding principal balance of the 1675 Broadway
Non-Pooled Subordinate Loan, after giving effect to any realized losses
allocable to the 1675 Broadway Non-Pooled Subordinate Loan, minus (ii) any
Appraisal Reduction Amount allocable to the 1675 Broadway Non-Pooled Subordinate
Loan, and Additional Trust Fund Expenses allocable to the 1675 Broadway
Non-Pooled Subordinate Loan, is collectively less than 25% of the difference
between (a) the initial principal balance of the 1675 Broadway Non-Pooled
Subordinate Loan and, (b) any payments of principal (whether as scheduled
amortization, prepayments or otherwise) on the 1675 Broadway Non-Pooled
Subordinate Loan.

          "1675 Broadway Intercreditor Agreement" means the intercreditor
agreement between the initial holders of the 1675 Broadway Pooled Mortgage Loan
and the 1675 Broadway Non-Pooled Subordinate Loan.

          "1675 Broadway Loan Group" means, collectively, the 1675 Broadway
Pooled Mortgage Loan and the 1675 Broadway Non-Pooled Subordinate Loan.

          "1675 Broadway Mortgaged Property" means the mortgaged property
identified on Appendix B to this prospectus supplement as "1675 Broadway".

          "1675 Broadway Non-Pooled Subordinate Loan" means the loan in the
original principal amount of $25,000,000 that is secured by the same mortgage
instrument encumbering the 1675 Broadway Mortgaged Property as the 1675 Broadway
Pooled Mortgage Loan and is subordinate in right of payment to the 1675 Broadway
Pooled Mortgage Loan.

          "1675 Broadway Non-Pooled Subordinate Noteholder" means the holder of
the promissory note evidencing the 1675 Broadway Non-Pooled Subordinate Loan.

          "1675 Broadway Pooled Mortgage Loan" means the pooled mortgage loan in
the original principal amount of $155,000,000 that is secured by the mortgage
instrument encumbering the 1675 Broadway Mortgaged Property.

          "30/360 Basis" means the accrual of interest based on a 360-day year
consisting of twelve 30-day months.

          "Actual/360 Basis" means the accrual of interest based on the actual
number of days elapsed during each one-month accrual period in a year assumed to
consist of 360 days.

          "Additional Servicer" means each affiliate of any master servicer that
services any of the mortgage loans and each person that is not an affiliate of
any master servicer, other than a special servicer, and that, in either case,
services 10% or more of the pooled mortgage loans based on the principal balance
of the pooled mortgage loans.

          "Additional Trust Fund Expense" means an expense of the trust fund
that--

          o    arises out of a default on a mortgage loan or an otherwise
               unanticipated event,

          o    is not included in the calculation of a Realized Loss,

          o    is not covered by a servicing advance or a corresponding
               collection from the related borrower, and

          o    is not covered by late payment charges or Default Interest
               collected on the pooled mortgage loans (to the extent such
               coverage is provided for in the series 2006-PWR12 pooling and
               servicing agreement).

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


                                      S-186



          "Administrative Fee Rate" means, for each pooled mortgage loan, the
sum of the servicer report administrator fee rate, the trustee fee rate, the
certificate administrator fee rate and the applicable master servicing fee rate.
The master servicing fee rate will include any primary servicing fee rate.

          "Appraisal Reduction Amount" means for any pooled mortgage loan as to
which an Appraisal Trigger Event has occurred, an amount that:

          o    will be determined shortly following the later of--

               1.   the date on which the relevant appraisal or other valuation
                    is obtained or performed, as described under "Servicing
                    Under the Series 2006-PWR12 Pooling and Servicing
                    Agreement--Required Appraisals" in this prospectus
                    supplement; and

               2.   the date on which the relevant Appraisal Trigger Event
                    occurred; and

          o    will generally equal the excess, if any, of "x" over "y" where--

               1.   "x" is equal to the sum of:

                    (a)  the Stated Principal Balance of that mortgage loan;

                    (b)  to the extent not previously advanced by or on behalf
                         of the applicable master servicer or the trustee, all
                         unpaid interest, other than any Default Interest and
                         Post-ARD Additional Interest, accrued on that mortgage
                         loan through the most recent due date prior to the date
                         of determination;

                    (c)  all accrued but unpaid special servicing fees with
                         respect to that mortgage loan;

                    (d)  all related unreimbursed advances made by or on behalf
                         of the applicable master servicer, the applicable
                         special servicer or the trustee with respect to that
                         mortgage loan, together with interest on those
                         advances;

                    (e)  any other outstanding Additional Trust Fund Expenses
                         with respect to that mortgage loan; and

                    (f)  all currently due and unpaid real estate taxes and
                         assessments, insurance premiums and, if applicable,
                         ground rents with respect to the related mortgaged
                         property or REO Property, for which neither the
                         applicable master servicer nor the applicable special
                         servicer holds any escrow funds or reserve funds; and

               2.   "y" is equal to the sum of:

                    (a)  the excess, if any, of 90% of the resulting appraised
                         or estimated value of the related mortgaged property or
                         REO Property, over the amount of any obligations
                         secured by liens on the property that are prior to the
                         lien of that mortgage loan;

                    (b)  the amount of escrow payments and reserve funds held by
                         the applicable master servicer or the applicable
                         special servicer with respect to the subject mortgage
                         loan that--

                         o    are not required to be applied to pay real estate
                              taxes and assessments, insurance premiums or
                              ground rents,

                         o    are not otherwise scheduled to be applied (except
                              to pay debt service on the mortgage loan) within
                              the next 12 months, and

                         o    may be applied toward the reduction of the
                              principal balance of the mortgage loan; and

                    (c)  the amount of any letter of credit that constitutes
                         additional security for the mortgage loan that may be
                         used to reduce the principal balance of the subject
                         mortgage loan.


                                      S-187



          If, however--

          o    an Appraisal Trigger Event occurs with respect to any pooled
               mortgage loan,

          o    the appraisal or other valuation referred to in the first bullet
               of this definition is not obtained or performed with respect to
               the related mortgaged property or REO Property within 60 days of
               the Appraisal Trigger Event referred to in the first bullet of
               this definition, and

          o    either--

               1.   no comparable appraisal or other valuation had been obtained
                    or performed with respect to the related mortgaged property
                    or REO Property, as the case may be, during the 12-month
                    period prior to that Appraisal Trigger Event, or

               2.   there has been a material change in the circumstances
                    surrounding the related mortgaged property or REO Property,
                    as the case may be, subsequent to the earlier appraisal or
                    other valuation that, in the applicable special servicer's
                    judgment, materially affects the property's value,

then until the required appraisal or other valuation is obtained or performed,
the appraisal reduction amount for the subject mortgage loan will equal 25% of
the Stated Principal Balance of the subject mortgage loan. After receipt of the
required appraisal or other valuation with respect to the related mortgaged
property or REO Property, the applicable special servicer will determine the
appraisal reduction amount, if any, for the subject pooled mortgage loan as
described in the first sentence of this definition.

          For purposes of the definitions of 1675 Broadway Change of Control
Event and Tuscany Plaza Change of Control Event, any Appraisal Reduction Amounts
will be calculated with respect to the entirety of the related Mortgage Loan
Group as if it were a single pooled mortgage loan (and allocated first to the
related Non-Pooled Subordinate Loan up to the full principal balance thereof).
For all other purposes, an Appraisal Reduction Amount will be calculated only
with respect to the related Pooled Mortgage Loan.

          An Appraisal Reduction Amount as calculated above will be reduced to
zero as of the date all Servicing Transfer Events have ceased to exist with
respect to the related pooled mortgage loan and at least 90 days have passed
following the occurrence of the most recent Appraisal Trigger Event. No
Appraisal Reduction Amount as calculated above will exist as to any pooled
mortgage loan after it has been paid in full, liquidated, repurchased or
otherwise disposed of.

          "Appraisal Trigger Event" means, with respect to any pooled mortgage
loan, any of the following events:

          o    the occurrence of a Servicing Transfer Event and the modification
               of the mortgage loan by the applicable special servicer in a
               manner that--

               1.   materially affects the amount or timing of any payment of
                    principal or interest due thereon, other than, or in
                    addition to, bringing monthly debt service payments current
                    with respect to the mortgage loan;

               2.   except as expressly contemplated by the related mortgage
                    loan documents, results in a release of the lien of the
                    related mortgage instrument on any material portion of the
                    related mortgaged property without a corresponding principal
                    prepayment in an amount, or the delivery of substitute real
                    property collateral with a fair market value (as is), that
                    is not less than the fair market value (as is) of the
                    property to be released; or

               3.   in the judgment of the applicable special servicer,
                    otherwise materially impairs the security for the mortgage
                    loan or materially reduces the likelihood of timely payment
                    of amounts due thereon;

          o    the mortgaged property securing the mortgage loan becomes an REO
               Property;

          o    the related borrower becomes the subject of (1) voluntary
               bankruptcy, insolvency or similar proceedings or (2) involuntary
               bankruptcy, insolvency or similar proceedings that remain
               undismissed for 60 days;


                                      S-188



          o    the related borrower fails to make any monthly debt service
               payment with respect to the mortgage loan, which failure remains
               unremedied for 60 days, and the failure constitutes a Servicing
               Transfer Event; and

          o    the passage of 60 days after a receiver or similar official is
               appointed and continues in that capacity with respect to the
               mortgaged property securing the mortgage loan.

          "Appraised Value" means, for any mortgaged property securing a pooled
mortgage loan, the value estimate reflected in the most recent appraisal
obtained by or otherwise in the possession of the related mortgage loan seller
as of the cut-off date. The appraisals for certain of the mortgaged properties
state a "stabilized value" as well as an "as-is" value for such properties based
on the assumption that certain events will occur with respect to the
re-tenanting, renovation or other repositioning of such properties. The
stabilized value is presented as the Appraised Value in this prospectus
supplement to the extent stated in the notes titled "Footnotes to Appendix B".

          "ARCap" means ARCap Servicing, Inc., formerly ARCap Special Servicing,
Inc.

          "ARD" means anticipated repayment date.

          "ARD Loan" means any mortgage loan that provides for the accrual of
Post-ARD Additional Interest if the mortgage loan is not paid in full on or
prior to its anticipated repayment date.

          "Authorized Collection Account Withdrawals" means any withdrawal from
a collection account for any one or more of the following purposes (which are
generally not governed by any set of payment priorities):

          1.   to remit to the certificate administrator for deposit in the
               certificate administrator's distribution account described under
               "Description of the Offered Certificates--Distribution Account"
               in this prospectus supplement, on the business day preceding each
               distribution date, all payments and other collections on the
               pooled mortgage loans and the trust's interest in any related REO
               Properties that are then on deposit in that collection account,
               exclusive of any portion of those payments and other collections
               that represents one or more of the following--

               (a)  monthly debt service payments due on a due date in a
                    calendar month subsequent to the month in which the subject
                    distribution date occurs;

               (b)  with limited exception pooled mortgage loans that have due
                    dates occurring after the end of the related collection
                    period, payments and other collections received by or on
                    behalf of the trust fund after the end of the related
                    collection period; and

               (c)  amounts that are payable or reimbursable from that
                    collection account to any person other than the series
                    2006-PWR12 certificateholders in accordance with any of
                    clauses 2 through 6 below;

          2.   to pay or reimburse one or more parties to the series 2006-PWR12
               pooling and servicing agreement for unreimbursed servicing and
               monthly debt service advances, master servicing compensation,
               special servicing compensation and indemnification payments or
               reimbursement to which they are entitled (subject to any
               limitations on the source of funds that may be used to make such
               payment or reimbursement);

          3.   to pay or reimburse any other items generally or specifically
               described in this prospectus supplement or the accompanying
               prospectus or otherwise set forth in the series 2006-PWR12
               pooling and servicing agreement as being payable or reimbursable
               out of a collection account or otherwise being at the expense of
               the trust fund (including interest that accrued on advances,
               costs associated with permitted environmental remediations,
               unpaid expenses incurred in connection with the sale or
               liquidation of a pooled mortgage loan or REO Property, amounts
               owed by the trust fund to a third party pursuant to any
               co-lender, intercreditor or other similar agreement, the costs of
               various opinions of counsel and tax-related advice and costs
               incurred in the confirmation of Fair Value determinations);

          4.   to remit to any third party that is entitled thereto any mortgage
               loan payments that are not owned by the trust fund, such as any
               payments attributable to the period before the cut-off date and
               payments that are received after the sale or other removal of a
               pooled mortgage loan from the trust fund;


                                      S-189



          5.   to withdraw amounts deposited in the collection account in error;
               and

          6.   to clear and terminate the collection account upon the
               termination of the series 2006-PWR12 pooling and servicing
               agreement.

          "Available Distribution Amount" means, with respect to any
distribution date, in general, the sum of--

          1.   the amounts remitted by the two master servicers to the
               certificate administrator for such distribution date, as
               described under "Description of the Offered
               Certificates--Distribution Account--Deposits" in this prospectus
               supplement, exclusive of any portion thereof that represents one
               or more of the following:

               o    Prepayment Premiums or Yield Maintenance Charges (which are
                    separately distributable on the series 2006-PWR12
                    certificates as described in this prospectus supplement);

               o    any collections of Post-ARD Additional Interest (which are
                    distributable to the holders of the class V certificates);
                    and

               o    any amounts that may be withdrawn from the certificate
                    administrator's distribution account, as described under
                    "Description of the Offered Certificates--Distribution
                    Account--Withdrawals" in this prospectus supplement, for any
                    reason other than distributions on the series 2006-PWR12
                    certificates, including if such distribution date occurs
                    during January, other than a leap year, or February of any
                    year subsequent to 2006, the interest reserve amounts with
                    respect to the pooled mortgage loans that accrue interest on
                    an Actual/360 Basis, which are to be deposited into the
                    certificate administrator's interest reserve account; plus

          2.   if such distribution date occurs during March of any year
               subsequent to 2006 (or, if the distribution date is the final
               distribution date and occurs in January (except in a leap year)
               or February of any year), the aggregate of the interest reserve
               amounts then on deposit in the certificate administrator's
               interest reserve account in respect of each pooled mortgage loan
               that accrues interest on an Actual/360 Basis, which are to be
               deposited into the certificate administrator's distribution
               account.

          The certificate administrator will apply the Available Distribution
Amount as described under "Description of the Offered
Certificates--Distributions" in this prospectus supplement to pay principal and
accrued interest on the series 2006-PWR12 certificates on each distribution
date.

          "BSCMI" means Bear Stearns Commercial Mortgage, Inc.

          "CBD" means, with respect to a particular jurisdiction, its central
business district.

          "Class A Principal Distribution Cross-Over Date" means the first
distribution date as of the commencement of business on which--

          o    two or more classes of the class A-1, A-2, A-3, A-AB, A-4 and
               A-1A certificates remain outstanding, and

          o    the total principal balance of the class A-M, A-J, B, C, D, E, F,
               G, H, J, K, L, M, N, O and P certificates have previously been
               reduced to zero as described under "Description of the Offered
               Certificates--Reductions of Certificate Principal Balances in
               Connection with Realized Losses and Additional Trust Fund
               Expenses" in this prospectus supplement.


                                      S-190



          "Class A-AB Planned Principal Balance" means, for any distribution
date, the principal balance specified for that distribution date on Schedule II
to this prospectus supplement. Such principal balances were calculated using,
among other things, the Structuring Assumptions. Based on the Structuring
Assumptions, it is anticipated that the total principal balance of the class
A-AB certificates on each distribution date would be reduced to approximately
the principal balance indicated for that distribution date on Schedule II to
this prospectus supplement. We cannot assure you, however, that the pooled
mortgage loans will perform in conformity with the Structuring Assumptions.
Therefore, we cannot assure you that the total principal balance of the class
A-AB certificates on any distribution date will be equal to (and, following
retirement of the class A-1, A-2 and A-3 certificates, that total principal
balance may be less than) the principal balance that is specified for such
distribution date on Schedule II to this prospectus supplement.

          "Clearstream" means Clearstream Banking, societe anonyme.

          "CPR" means an assumed constant rate of prepayment each month, which
is expressed on a per annum basis, relative to the then-outstanding principal
balance of a pool of mortgage loans (in this case, the pooled mortgage loans)
for the life of those loans. The CPR model is the prepayment model that we use
in this prospectus supplement.

          "Cut-off Date Loan-to-Value Ratio" or "Cut-off Date LTV Ratio" means
the ratio, expressed as a percentage, of the cut-off date principal balance of a
mortgage loan to the Appraised Value of the related mortgaged property or
properties determined as described under "Description of the Mortgage
Pool--Assessments of Property Value and Condition--Appraisals". See "Description
of the Mortgage Pool--Additional Mortgage Loan Information" in this prospectus
supplement and the notes to Appendix B to this prospectus supplement.

          "Debt Service Coverage Ratio", "DSCR", "Underwritten Debt Service
Coverage Ratio" or "U/W DSCR" means the ratio of the Underwritten Net Cash Flow
for the related mortgaged property or properties to the annual debt service as
shown in Appendix B. In the case of pooled mortgage loans with an interest-only
period that has not expired as of the cut-off date but will expire prior to
maturity, 12 months of interest-only payments is used as the annual debt service
even if such remaining interest-only period is less than 12 months. See
"Description of the Mortgage Pool--Additional Mortgage Loan Information" in this
prospectus supplement and the notes to Appendix B to this prospectus supplement.

          "Debt Service Coverage Ratio (after IO Period)" or "DSCR (after IO
Period)" means the DSCR except with respect to any pooled mortgage loan that has
an interest-only period that has not expired as of the cut-off date but will
expire prior to maturity. In those such cases, the debt service coverage ratio
is calculated in the same manner as the DSCR except that the amount of the
annual debt service considered in the calculation is generally the total of the
12 monthly payments that are due immediately after such interest-only period
expires. See "Description of the Mortgage Pool--Additional Mortgage Loan
Information" in this prospectus supplement and the notes to Appendix B to this
prospectus supplement.

          "Default Interest" means any interest that--

          o    accrues on a defaulted mortgage loan solely by reason of the
               subject default, and

          o    is in excess of all interest at the related mortgage interest
               rate, including any Post-ARD Additional Interest, accrued on the
               mortgage loan.

          "DOL" means the U.S. Department of Labor.

          "DTC" means The Depository Trust Company.

          "Eligible Account" means any of (i) an account maintained with a
federal or state chartered depository institution or trust company, the
long-term deposit or long-term unsecured debt obligations of which are rated no
less than "A2" by Moody's (or an "Aa3" senior unsecured credit rating by Moody's
in the case of any accounts maintained at LaSalle; provided that if such rating
is lowered to below "Aa3" by Moody's, then the applicable Master Servicer shall
move such applicable account or accounts within thirty (30) days of such
downgrade to an institution that otherwise complies with this definition) and
"AA-" by S&P (or "A-" by S&P so long as the short-term deposit or short-term
unsecured debt obligations of such depository institution or trust company are
rated no less than "A-1" by S&P), if the deposits are to be held in the account
for more than thirty (30) days, or the short-term deposit or short-term
unsecured debt obligations of which are rated no less than "P-1" by Moody's and
"A-1" by S&P, if the deposits are to be held in the account for thirty (30) days
or less, in any event at


                                      S-191



any time funds are on deposit therein, (ii) a segregated trust account
maintained with the trust department of a federal or state chartered depository
institution or trust company (which, subject to the remainder of this clause
(ii), may include the certificate administrator or the trustee) acting in its
fiduciary capacity, and which, in either case, has a combined capital and
surplus of at least $50,000,000 and is subject to supervision or examination by
federal or state authority and to regulations regarding fiduciary funds on
deposit similar to Title 12 of the Code of Federal Regulations Section 9.10(b)
and whose long-term senior unsecured debt obligations or other long-term
deposits, or the trustee's or paying agent's parent's long-term senior unsecured
debt obligations or other long-term deposits, are rated at least "Baa3" by
Moody's, (iii) for so long as Wells Fargo serves as a master servicer under the
pooling and servicing agreement, an account maintained with Wells Fargo or Wells
Fargo Bank Iowa, N.A., each a wholly-owned subsidiary of Wells Fargo & Co.,
provided that such subsidiary's or its parent's (A) commercial paper, short-term
unsecured debt obligations or other short-term deposits are rated at least at
least "P-1" by Moody's and "A-1" by S&P, if the deposits are to be held in the
account for 30 days or less, or (B) long-term unsecured debt obligations are
rated at least "Aa3" by Moody's and "AA-" by S&P (or "A-" by S&P so long as the
short-term deposit or short-term unsecured debt obligations of such subsidiary
or its parent are rated no less than "A-1" by S&P), if the deposits are to be
held in the account for more than 30 days, or (iv) an account maintained with
another insured depository institution that is acceptable to (among other
persons) each Rating Agency (as evidenced by a written confirmation to the
trustee from each Rating Agency that the use of such account would not, in and
of itself, result in a qualification, downgrade or withdrawal with respect to
any class of series 2006-PWR12 certificates that are rated by such Rating
Agency).

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

          "ERISA Plan" means any employee benefit plan, or other retirement
plan, arrangement or account, that is subject to the fiduciary responsibility
provisions of ERISA.

          "Euroclear" means The Euroclear System.

          "Euroclear Operator" means Euroclear Bank S.A./N.V. as the licensed
operator of Euroclear.

          "Event of Default" means, notwithstanding the discussion under
"Description of the Pooling and Servicing Agreements--Events of Default" in the
accompanying prospectus, each of the following events, circumstances and
conditions under the series 2006-PWR12 pooling and servicing agreement:

          o    either master servicer or either special servicer fails to
               deposit, or to remit to the appropriate party for deposit, into
               either master servicer's collection account or either special
               servicer's REO account, as applicable, any amount required to be
               so deposited, which failure continues unremedied for one business
               day following the date on which the deposit or remittance was
               required to be made;

          o    any failure by a master servicer to remit to the certificate
               administrator for deposit in the certificate administrator's
               distribution account any amount required to be so remitted, which
               failure continues unremedied beyond a specified time on the
               business day following the date on which the remittance was
               required to be made;

          o    any failure by a master servicer to timely make, or by a special
               servicer to timely make or request the applicable master servicer
               to make, any servicing advance required to be made by that party
               under the series 2006-PWR12 pooling and servicing agreement,
               which failure continues unremedied for one business day following
               the date on which notice has been given to that master servicer
               or that special servicer, as the case may be, by the trustee;

          o    any failure by a master servicer or a special servicer duly to
               observe or perform in any material respect any of its other
               covenants or agreements under the series 2006-PWR12 pooling and
               servicing agreement, which failure continues unremedied for 30
               days after written notice of it has been given to that master
               servicer or special servicer, as the case may be, by any other
               party to the series 2006-PWR12 pooling and servicing agreement or
               by series 2006-PWR12 certificateholders entitled to not less than
               25% of the series 2006-PWR12 voting rights or, if affected by the
               failure, by a Non-Pooled Subordinate Noteholder; provided,
               however, that, with respect to any such failure that is not
               curable within such 30-day period, that master


                                     S-192



               servicer or special servicer, as the case may be, will have an
               additional cure period of 60 days to effect such cure so long as
               that master servicer or special servicer, as the case may be, has
               commenced to cure the failure within the initial 30-day period
               and has provided the trustee with an officer's certificate
               certifying that it has diligently pursued, and is continuing to
               pursue, a full cure;

          o    any breach on the part of a master servicer or special servicer
               of any of its representations or warranties contained in the
               series 2006-PWR12 pooling and servicing agreement that materially
               and adversely affects the interests of any class of series
               2006-PWR12 certificateholders or a Non-Pooled Subordinate
               Noteholder, which breach continues unremedied for 30 days after
               written notice of it has been given to that master servicer or
               special servicer, as the case may be, by any other party to the
               series 2006-PWR12 pooling and servicing agreement, by series
               2006-PWR12 certificateholders entitled to not less than 25% of
               the series 2006-PWR12 voting rights or, if affected by the
               breach, by a Non-Pooled Subordinate Noteholder; provided,
               however, that, with respect to any such breach that is not
               curable within such 30-day period, that master servicer or
               special servicer, as the case may be, will have an additional
               cure period of 60 days to effect such cure so long as that master
               servicer or special servicer, as the case may be, has commenced
               to cure the failure within the initial 30-day period and has
               provided the trustee with an officer's certificate certifying
               that it has diligently pursued, and is continuing to pursue, a
               full cure;

          o    the occurrence of any of various events of bankruptcy,
               insolvency, readjustment of debt, marshalling of assets and
               liabilities, or similar proceedings with respect to a master
               servicer or a special servicer, or the taking by a master
               servicer or a special servicer of various actions indicating its
               bankruptcy, insolvency or inability to pay its obligations;

          o    any failure by the applicable master servicer to timely make any
               payments required to be made by it under the series 2006-PWR12
               pooling and servicing agreement to a Trust-Serviced Non-Pooled
               Noteholder and such failure continues for one business day;

          o    a master servicer or a special servicer receives actual knowledge
               that Moody's has (A) qualified, downgraded or withdrawn its
               rating or ratings of one or more classes of series 2006-PWR12
               certificates, or (B) placed one or more classes of certificates
               on "watch status" in contemplation of possible rating downgrade
               or withdrawal (and such "watch status" placement shall not have
               been withdrawn by Moody's within 90 days of such actual knowledge
               by the applicable master servicer or the applicable special
               servicer, as the case may be), and, in case of either of clause
               (A) or (B), citing servicing concerns with such master servicer
               or such special servicer as the sole or a material factor in such
               rating action; and

          o    a master servicer or a special servicer is removed from S&P's
               Select Servicer List as a U.S. Commercial Mortgage Master
               Servicer or a U.S. Commercial Mortgage Special Servicer, as the
               case may be, and, in either case, is not reinstated within 60
               days and the ratings then assigned by S&P to any class of series
               2006-PWR12 certificates are downgraded, qualified or withdrawn
               (including, without limitation, being placed on negative credit
               watch) in connection with such removal.

          When a single entity acts as two or more of the capacities of the
master servicers and the special servicers, an Event of Default (other than an
event described in the seventh, eighth and ninth bullets above) in one capacity
will constitute an Event of Default in both or all such capacities.

          Under certain circumstances, the failure by a party to the pooling and
servicing agreement or a primary servicing agreement to perform its duties
described under "Description of the Offered Certificates - Evidence as to
Compliance", or to perform certain other reporting duties imposed on it for
purposes of compliance with Regulation AB, will constitute an event of default
that entitles the depositor or another person to terminate that party. In some
circumstances, such an event of default may be waived by the depositor in its
sole discretion.

          "Exemption-Favored Party" means any of the following--

          o    Bear, Stearns & Co. Inc.,


                                     S-193



          o    Morgan Stanley & Co. Incorporated,

          o    any person directly or indirectly, through one or more
               intermediaries, controlling, controlled by or under common
               control with Bear, Stearns & Co. Inc. or Morgan Stanley & Co.
               Incorporated, and

          o    any member of the underwriting syndicate or selling group of
               which a person described in the prior three bullets is a manager
               or co-manager with respect to any particular class of the offered
               certificates.

          "Fair Value" means the amount that, in the applicable special
servicer's judgment, is the fair value of a Specially Designated Defaulted
Pooled Mortgage Loan.

          "FF&E" means furniture, fixtures and equipment.

          "Financial Intermediary" means a brokerage firm, bank, thrift
institution or other financial intermediary that maintains an account of a
beneficial owner of securities.

          "Fitch" means Fitch, Inc.

          "Government Securities" means non-callable United States Treasury
obligations, and other non-callable government securities within the meaning of
section 2(a)(16) of the Investment Company Act of 1940, as amended.

          "Internal Revenue Code" means the Internal Revenue Code of 1986, as
amended.

          "IRS" means the Internal Revenue Service.

          "Issue Date" means the date of initial issuance of the series
2006-PWR12 certificates.

          "LaSalle" means LaSalle Bank National Association.

          "Leased As-of Date" means, with respect to any mortgaged property, the
date specified as such for that mortgaged property on Appendix B to this
prospectus supplement.

          "Lock-out Period" means, with respect to a mortgage loan, the period
during which voluntary principal prepayments are prohibited (even if the
mortgage loan may be defeased during that period).

          "LTV Ratio at Maturity" means the ratio, expressed as a percentage, of
(a)(1) the principal balance of a balloon mortgage loan scheduled to be
outstanding on the scheduled maturity date or (2) the principal balance of an
ARD Loan scheduled to be outstanding on the related anticipated repayment date
to (b) the Appraised Value of the related mortgaged property or properties
determined as described under "Description of the Mortgage Pool--Assessments of
Property Value and Condition--Appraisals". See "Description of the Mortgage
Pool--Additional Mortgage Loan Information" in this prospectus supplement and
the notes to Appendix B to this prospectus supplement.

          "Material Action" means, for any mortgage loan other than any mortgage
loan in the 1675 Broadway Loan Group or in the Tuscany Plaza Loan Group, any of
the following actions except as otherwise described below:

          1.   any foreclosure upon or comparable conversion of the ownership of
               the property or properties securing any specially serviced
               mortgage loan that comes into and continues in default;

          2.   any modification, amendment or waiver of any term (excluding the
               waiver of any due-on-sale or due-on-encumbrance clause, which are
               addressed separately below);

          3.   any acceptance of a discounted payoff with respect to any
               specially serviced mortgage loan;

          4.   any determination to bring an REO Property into compliance with
               applicable environmental laws or to otherwise address any
               hazardous materials located at an REO Property;

          5.   any release of collateral for any mortgage loan;


                                     S-194



          6.   any acceptance of substitute or additional collateral for a
               mortgage loan;

          7.   any releases of letters of credit, reserve funds or other
               collateral with respect to a mortgaged property;

          8.   any termination or replacement, or consent to the termination or
               replacement, of a property manager with respect to any mortgaged
               property;

          9.   any approval of an assignment and assumption or further
               encumbrance, or waiver of a due-on-sale or due-on-encumbrance
               clause in any mortgage loan; or

          10.  any determination as to whether any type of property-level
               insurance is required under the terms of any pooled mortgage
               loan, is available at commercially reasonable rates, is available
               for similar types of properties in the area in which the related
               mortgaged property is located or any other determination or
               exercise of discretion with respect to property-level insurance.

          Notwithstanding the foregoing, for purposes of the general approval
rights of the series 2006-PWR12 controlling class representative, the following
Material Actions will not require consultation with or consent of the 2006-PWR12
controlling class representative but the applicable special servicer will be
required to deliver notice of the action to the series 2006-PWR12 controlling
class representative:

          o    a modification of a mortgage loan that is not a specially
               serviced mortgage loan and has a principal balance that is less
               than $2,500,000, unless such modification involves an extension
               of maturity or certain waivers of Post-ARD Additional Interest;

          o    a release of collateral, acceptance of substitute or additional
               collateral, release of the applicable letter of credit, reserve
               funds or other collateral where (A) the relevant mortgage loan is
               not a specially serviced mortgage loan and has an outstanding
               principal balance of less than $2,500,000 and (B) the transaction
               is not conditioned on obtaining the consent of the lender under
               the related mortgage loan documents or, in the case of a release,
               the release is made upon a satisfaction of the subject mortgage
               loan;

          o    any termination or replacement, or consent to the termination or
               replacement, of a property manager with respect to any mortgaged
               property in circumstances where the relevant mortgage loan is not
               a specially serviced mortgage loan and has a principal balance of
               less than $2,500,000;

          o    approval of an assignment and assumption or further encumbrance,
               or waiver of a due-on-sale or due-on-encumbrance clause, where
               the relevant mortgage loan is not a specially serviced mortgage
               loan and has a principal balance of less than $2,500,000; and

          o    any determination as to whether any type of property-level
               insurance is required under the terms of any pooled mortgage
               loan, is available at commercially reasonable rates, is available
               for similar types of properties in the area in which the related
               mortgaged property is located or any other determination or
               exercise of discretion with respect to property-level insurance
               in circumstances where the relevant mortgage loan is not a
               specially serviced mortgage loan and has a principal balance of
               less than $2,500,000.

          Also notwithstanding the foregoing, the following actions constitute a
"Material Action" for purposes of the 1675 Broadway Loan Group:

          o    any proposed foreclosure upon or comparable conversion (which may
               include acquisition as an REO Property) of the ownership of the
               1675 Broadway Mortgaged Property and the other collateral
               securing the 1675 Broadway Loan Group if it comes into and
               continues in default or other enforcement action under the loan
               documents;

          o    any proposed modification, amendment or waiver of a monetary term
               (including, without limitation, the timing of payments or
               forgiveness of interest or principal, but excluding any term
               relating to late charges) or any material non-monetary term of
               the 1675 Broadway Loan Group;


                                     S-195



          o    any proposed successor property manager with respect to, or any
               material alteration of, any of the 1675 Broadway Mortgaged
               Property;

          o    any waiver of the requirements under the 1675 Broadway Loan Group
               with respect to property insurers or the manner in which payments
               or other collections on the 1675 Broadway Loan Group are held
               and/or invested;

          o    any proposed sale of the 1675 Broadway Mortgaged Property or
               transfer of an interest in the related borrower or the 1675
               Broadway Mortgaged Property;

          o    any acceptance of a discounted payoff of the 1675 Broadway Loan
               Group;

          o    any determination to bring the 1675 Broadway Mortgaged Property
               into compliance with applicable environmental laws or to
               otherwise address hazardous materials located at the 1675
               Broadway Mortgaged Property;

          o    any release of collateral for the 1675 Broadway Loan Group (other
               than in accordance with the terms of, or upon satisfaction of,
               the 1675 Broadway Loan Group) or any release of the related
               borrower or any guarantor;

          o    any acceptance of substitute or additional collateral for the
               1675 Broadway Loan Group (other than in accordance with the terms
               of the 1675 Broadway Loan Group);

          o    any waiver of a "due-on-sale" or "due-on-encumbrance" clause;

          o    any acceptance of an assumption agreement releasing the related
               borrower from liability under the 1675 Broadway Loan Group;

          o    the appointment or removal of any sub-servicer for the 1675
               Broadway Loan Group (other than in connection with the trustee or
               its designee becoming the successor master servicer or special
               servicer pursuant to the terms of the series 2006-PWR12 pooling
               and servicing agreement);

          o    any renewal or replacement of the then existing insurance
               policies with respect to the 1675 Broadway Loan Group to the
               extent that such renewal or replacement policy does not comply
               with the terms of the loan documents or any waiver, modification
               or amendment of any insurance requirements under the loan
               documents, in each case if the mortgagee's approval is required
               under the loan documents;

          o    the approval of a material capital expenditure, if the
               mortgagee's approval is required under the loan documents;

          o    the approval of additional indebtedness secured by the 1675
               Broadway Mortgaged Property, if the mortgagee's approval is
               required under the loan documents; and

          o    any adoption or approval of a plan in bankruptcy of the related
               borrower.

          Also notwithstanding the foregoing, the following actions generally
constitute a "Material Action" for purposes of the Tuscany Plaza Loan Group:

          o    any foreclosure upon or comparable conversion (which may include
               acquisition as an REO Property) of the ownership of the Tuscany
               Plaza Mortgaged Property and the other collateral securing the
               Tuscany Plaza Loan Group;

          o    any modification of or waiver that would result in the extension
               of the maturity date or extended maturity date thereof (other
               than an extension in accordance with the terms of the related
               loan documents), a reduction in the interest rate or the monthly
               debt service payment or a deferral or a forgiveness of interest
               on or


                                     S-196



               principal of the Tuscany Plaza Loan Group or a modification or
               waiver of any other monetary term relating to the timing or
               amount of any payment of principal or interest (other than
               default interest) or any other material sums due and payable
               under the related loan documents (including any prepayment
               premium), including any acceptance of a discounted payoff, or a
               modification or waiver of any provision which restricts the
               related borrower or its equity owners from incurring additional
               indebtedness;

          o    any modification of any monetary term of the Tuscany Plaza Loan
               Group;

          o    any proposed sale of the Tuscany Plaza Mortgaged Property or
               transfer of an interest in the related borrower or the Tuscany
               Plaza Mortgaged Property (other than as specifically permitted by
               the terms of the related loan documents);

          o    any determination to bring the Tuscany Plaza Mortgaged Property
               into compliance with applicable environmental laws or to
               otherwise address hazardous materials located at the Tuscany
               Plaza Mortgaged Property;

          o    any release of collateral for the Tuscany Plaza Loan Group (other
               than in accordance with the terms of the related loan documents)
               or any release of the related borrower or any guarantor;

          o    any acceptance of substitute or additional collateral for the
               Tuscany Plaza Loan Group (other than in accordance with the terms
               of the related loan documents);

          o    any waiver of a "due-on-sale" or "due-on-encumbrance" clause;

          o    any acceptance of an assumption agreement releasing the related
               borrower from liability under the Tuscany Plaza Loan Group;

          o    the approval of any replacement special servicer;

          o    the voting of any plan or reorganization, restructuring or
               similar plan in the bankruptcy of the related borrower;

          o    any renewal or replacement of the then existing insurance
               policies with respect to the Tuscany Plaza Loan Group or any
               modification or waiver of any provision of the related loan
               documents governing the types, nature and amount of insurance
               required to be maintained by the related borrower;

          o    any termination or replacement, or consent to the termination or
               replacement, of a property manager upon occurrence of an event of
               default with respect to the Tuscany Plaza Loan Group or a default
               by the property manager;

          o    any material reduction or material waiver of the related
               borrower's obligations to pay reserve amounts under the related
               loan documents;

          o    any sale of the Tuscany Plaza Loan Group other than in connection
               with the exercise of a purchase option set forth in the pooling
               and servicing agreement;

          o    the approval of additional indebtedness secured by the Tuscany
               Plaza Mortgaged Property or any mezzanine financing except as in
               accordance with the related loan documents;

          o    any execution, renewal or material modification of certain
               material leases to the extent the related lender's approval is
               required under the related loan documents;


                                     S-197



          o    the settlement of any insurance claim or condemnation proceeding
               for cash to be applied to the principal balance of the Tuscany
               Plaza Loan Group if such settlement would result in a shortfall
               of amounts due and payable to the Tuscany Plaza Non-Pooled
               Subordinate Noteholder prior to the occurrence of a Tuscany Plaza
               Change of Control Event;

          o    any exercise of remedies or initiation of any proceedings,
               judicial or otherwise, under the related loan documents upon the
               occurrence of an event of default with respect to the Tuscany
               Plaza Loan Group;

          o    the release to the related borrower of any escrow amounts to
               which the related borrower is not entitled under the related loan
               documents or applicable law;

          o    the approval of significant repair or renovation projects or
               tenant build-out work or reimbursement to a tenant therefor
               (other than in connection with a casualty or condemnation event)
               to the extent the related lender's approval is required under the
               related loan documents; and

          o    the approval or adoption of any annual budget for, or material
               alteration to, the Tuscany Plaza Mortgaged Property to the extent
               the related lender's approval is required under the related loan
               documents.

          "Moody's" means Moody's Investors Service, Inc.

          "Mortgage Loan Group" means one or both of the 1675 Broadway Loan
Group and the Tuscany Plaza Loan Group, as applicable.

          "Mortgage Loan Group Intercreditor Agreement" means one or both of the
1675 Broadway Intercreditor Agreement and the Tuscany Plaza Intercreditor
Agreement, as applicable.

          "Mortgage Pass-Through Rate" means, with respect to any pooled
mortgage loan for any distribution date, an annual rate generally equal to:

          o    in the case of a mortgage loan that accrues interest on a 30/360
               Basis, a rate per annum equal to the mortgage interest rate for
               that mortgage loan under its contractual terms in effect as of
               the Issue Date, minus the Administrative Fee Rate for that
               mortgage loan.

          o    in the case of a mortgage loan that accrues interest on an
               Actual/360 Basis, twelve times a fraction, expressed as a
               percentage--

               1.   the numerator of which fraction is, subject to adjustment as
                    described below in this definition, an amount of interest
                    equal to the product of (a) the number of days in the
                    related interest accrual period, multiplied by (b) the
                    Stated Principal Balance of that mortgage loan immediately
                    preceding that distribution date, multiplied by (c) 1/360,
                    multiplied by (d) a rate per annum equal to the mortgage
                    interest rate for that mortgage loan under its contractual
                    terms in effect as of the Issue Date, minus the related
                    Administrative Fee Rate for that mortgage loan, and

               2.   the denominator of which is the Stated Principal Balance of
                    that mortgage loan immediately preceding that distribution
                    date.

          Notwithstanding the foregoing, if the subject distribution date occurs
in any January (except in a leap year) or in any February, then the amount of
interest referred to in the numerator of the fraction described in clause 1 of
the second bullet of the first paragraph of this definition will be decreased to
reflect any interest reserve amount with respect to the subject mortgage loan
that is transferred from the certificate administrator's distribution account to
the certificate administrator's interest reserve account during that month.
Furthermore, if the subject distribution date occurs during March in any year
subsequent to 2006 (or, if the subject distribution date is the final
distribution date, in January (except in a leap year) or February of any year),
then the amount of interest referred to in the numerator of the fraction
described in clause 1 of the second bullet of the first paragraph of this
definition will be increased to reflect any interest reserve amounts with
respect to


                                     S-198



the subject mortgage loan that are transferred from the certificate
administrator's interest reserve account to the certificate administrator's
distribution account during that month.

          The Mortgage Pass-Through Rate of each pooled mortgage loan:

          o    will not reflect any modification, waiver or amendment of that
               mortgage loan occurring subsequent to the Issue Date (whether
               entered into by the applicable master servicer, the applicable
               special servicer or any other appropriate party or in connection
               with any bankruptcy, insolvency or other similar proceeding
               involving the related borrower), or any Default Interest, and

          o    in the case of an ARD Loan following its anticipated repayment
               date, will exclude the marginal increase in the mortgage interest
               rate by reason of the passage of the anticipated repayment date.

          "Nationwide Life" means Nationwide Life Insurance Company.

          "Net Aggregate Prepayment Interest Shortfall" means, with respect to
any distribution date, the excess, if any, of:

          o    the total Prepayment Interest Shortfalls incurred with respect to
               the pooled mortgage loans during the related collection period;
               over

          o    the sum of the total payments made by the master servicers to
               cover those Prepayment Interest Shortfalls.

          "Non-Pooled Mortgage Loan" means any of the 1675 Broadway Non-Pooled
Subordinate Loan, and the Tuscany Plaza Non-Pooled Subordinate Loan, as
applicable.

          "Non-Pooled Subordinate Loan" means the 1675 Broadway Non-Pooled
Subordinate Loan and the Tuscany Plaza Non-Pooled Subordinate Loan, as
applicable.

          "Non-Pooled Subordinate Noteholder" means the holder of the promissory
note evidencing the 1675 Broadway Non-Pooled Subordinate Loan and the holder of
the promissory note evidencing the Tuscany Plaza Non-Pooled Subordinate Loan, as
applicable.

          "NRA" means net rentable area.

          "NRSF" means net rentable square feet.

          "PAR" means Prudential Asset Resources, Inc.

          "Party in Interest" means any person that is a "party in interest" as
defined in Section 3(14) of ERISA or a "disqualified person" as defined in
Section 4975 of the Internal Revenue Code.

          "PCF" means Principal Commercial Funding, LLC.

          "PCFII" means Principal Commercial Funding II, LLC.

          "Percent Leased" means the percentage of net rentable area, in the
case of mortgaged properties that are retail, office or industrial properties,
or units, in the case of mortgaged properties that are multifamily rental
properties or self storage properties, or pads, in the case of mortgaged
properties that are manufactured housing communities, or rooms, in the case of
mortgaged properties that are hospitality properties, of the subject property
that were occupied or leased as of the Leased As-of Date as reflected in
information provided by the related borrower.

          "Permitted Encumbrances" means, with respect to any mortgaged property
securing a mortgage loan in the trust fund, any and all of the following--

          o    the lien of current real property taxes, ground rents, water
               charges, sewer rents and assessments not yet due and payable,


                                     S-199



          o    covenants, conditions and restrictions, rights of way, easements
               and other matters that are of public record and/or are referred
               to in the related lender's title insurance policy or, if that
               policy has not yet been issued, referred to in a pro forma title
               policy or a marked-up commitment, none of which materially
               interferes with the security intended to be provided by the
               related mortgage instrument, the current principal use of the
               property or the current ability of the property to generate
               income sufficient to service the related mortgage loan,

          o    exceptions and exclusions specifically referred to in the related
               lender's title insurance policy or, if that policy has not yet
               been issued, referred to in a pro forma title policy or marked-up
               commitment, none of which materially interferes with the security
               intended to be provided by the related mortgage instrument, the
               current principal use of the property or the current ability of
               the property to generate income sufficient to service the related
               mortgage loan,

          o    other matters to which like properties are commonly subject, none
               of which materially interferes with the security intended to be
               provided by the related mortgage instrument, the current
               principal use of the property or the current ability of the
               property to generate income sufficient to service the related
               mortgage loan,

          o    the rights of tenants, as tenants only, under leases, including
               subleases, pertaining to the related mortgaged property which the
               related mortgage loan seller did not require to be subordinated
               to the lien of the related mortgage instrument and which do not
               materially interfere with the security intended to be provided by
               the related mortgage instrument, the current principal use of the
               related mortgaged property or the current ability of the related
               mortgaged property to generate income sufficient to service the
               related mortgage loan,

          o    if the related mortgage loan is cross-collateralized with any
               other pooled mortgage loan, the lien of the mortgage instrument
               for that other pooled mortgage loan, and

          o    if the related mortgaged property is a unit in a condominium, the
               related condominium declaration.

          "Permitted Investments" means the United States government securities
and other investment grade obligations specified in the series 2006-PWR12
pooling and servicing agreement.

          "Plan" means any ERISA Plan or any other employee benefit or
retirement plan, arrangement or account that is subject to Section 4975 of the
Internal Revenue Code, including any individual retirement account or Keogh
Plan.

          "PMCC" means Prudential Mortgage Capital Company, LLC.

          "PMCF" means Prudential Mortgage Capital Funding, LLC.

          "Post-ARD Additional Interest" means, with respect to any ARD Loan,
the additional interest accrued with respect to that mortgage loan as a result
of the marginal increase in the related mortgage interest rate upon passage of
the related anticipated repayment date, as that additional interest may compound
in accordance with the terms of that mortgage loan.

          "Prepayment Interest Excess" means, with respect to any pooled
mortgage loan that was subject to a principal prepayment in full or in part made
(or, if resulting from the application of insurance proceeds or condemnation
proceeds, any other early recovery of principal received) after the due date for
that pooled mortgage loan in any collection period, any payment of interest (net
of related master servicing fees payable under the series 2006-PWR12 pooling and
servicing agreement and, further, net of any portion of that interest that
represents Default Interest, late payment charges or Post-ARD Additional
Interest) actually collected from the related borrower or out of such insurance
proceeds or condemnation proceeds, as the case may be, and intended to cover the
period from and after the due date to, but not including, the date of
prepayment.

          "Prepayment Interest Shortfall" means, with respect to any pooled
mortgage loan that was subject to a principal prepayment in full or in part made
(or, if resulting from the application of insurance proceeds or condemnation
proceeds, any other early recovery of principal received) prior to the due date
for that pooled mortgage loan in any collection period, the amount of interest,
to the extent not collected from the related borrower or otherwise (without
regard to any Prepayment


                                     S-200



Premium or Yield Maintenance Charge that may have been collected), that would
have accrued on the amount of such principal prepayment during the period from
the date to which interest was paid by the related borrower to, but not
including, the related due date immediately following the date of the subject
principal prepayment (net of related master servicing fees payable under the
series 2006-PWR12 pooling and servicing agreement and, further, net of any
portion of that interest that represents Default Interest, late payment charges
or Post-ARD Additional Interest).

          "Prepayment Premium" means, with respect to any mortgage loan, any
premium, fee or other additional amount (other than a Yield Maintenance Charge)
paid or payable, as the context requires, by a borrower in connection with a
principal prepayment on, or other early collection of principal of, that
mortgage loan (including any payoff of a mortgage loan by a mezzanine lender on
behalf of the subject borrower if and as set forth in the related intercreditor
agreement).

          "Principal Distribution Amount" means, for any distribution date prior
to the final distribution date, an amount equal to the total, without
duplication, of the following--

          1.   all payments of principal, including voluntary principal
               prepayments, received by or on behalf of the trust fund with
               respect to the pooled mortgage loans during the related
               collection period, exclusive of any of those payments that
               represents a collection of principal for which an advance was
               previously made for a prior distribution date or that represents
               a monthly payment of principal due on or before the cut-off date
               for the related pooled mortgage loan or on a due date for the
               related pooled mortgage loan subsequent to the end of the
               calendar month in which the subject distribution date occurs,

          2.   all monthly payments of principal that were received by or on
               behalf of the trust fund with respect to the pooled mortgage
               loans prior to, but that are due (or deemed due) during, the
               related collection period (or, in the case of any pooled mortgage
               loan on which scheduled payments are due on the third or fifth
               day of each month, that were received prior to a specified date
               in the prior calendar month but are due in the current calendar
               month of such distribution date),

          3.   all other collections, including liquidation proceeds,
               condemnation proceeds, insurance proceeds and repurchase
               proceeds, that were received by or on behalf of the trust fund
               with respect to any of the pooled mortgage loans or any related
               REO Properties during the related collection period and that were
               identified and applied by the respective master servicers as
               recoveries of principal of the subject pooled mortgage loan(s),
               in each case net of any portion of the particular collection that
               represents a collection of principal for which an advance of
               principal was previously made for a prior distribution date or
               that represents a monthly payment of principal due on or before
               the cut-off date for the related pooled mortgage loan, and

          4.   all advances of principal made with respect to the pooled
               mortgage loans for that distribution date;

provided that (I) (A) if any insurance proceeds, condemnation proceeds and/or
liquidation proceeds are received with respect to any pooled mortgage loan, or
if any pooled mortgage loan is otherwise liquidated, including at a discount, in
any event during the collection period for the subject distribution date, then
that portion, if any, of the aggregate amount described in clauses 1 through 4
above that is attributable to that mortgage loan will be reduced - to not less
than zero - by any workout fees or liquidation fees paid with respect to that
mortgage loan from a source other than related Default Interest and late payment
charges during the collection period for the subject distribution date; (B) the
aggregate amount described in clauses 1 through 4 above will be further subject
to reduction - to not less than zero - by any nonrecoverable advances (and
interest thereon) that are reimbursed from the principal portion of debt service
advances and payments and other collections of principal on the mortgage pool
(see "--Advances of Delinquent Monthly Debt Service Payments" below and
"Servicing of the Mortgage Loans Under the Series 2006-PWR12 Pooling and
Servicing Agreement--Servicing and Other Compensation and Payment of Expenses")
during the related collection period (although any of those amounts that were
reimbursed from advances or collections of principal and are subsequently
collected (notwithstanding the nonrecoverability determination) on the related
pooled mortgage loan will be added to the Principal Distribution Amount for the
distribution date following the collection period in which the subsequent
collection occurs); and (C) the aggregate amount described in clauses 1 through
4 above will be subject to further reduction - to not less than zero - by any
advances (and interest thereon) with respect to a defaulted pooled mortgage loan
that remained unreimbursed at the time of the loan's modification and return to
performing status and are reimbursed from the principal portion of debt service
advances and payments and other collections of principal on the mortgage pool
(see "--Advances of Delinquent Monthly Debt Service Payments" below and
"Servicing of the Mortgage Loans Under the Series 2006-PWR12 Pooling and
Servicing Agreement--Servicing and Other Compensation and Payment of Expenses")
during that collection period (although any of those amounts that were
reimbursed from principal


                                     S-201



collections and are subsequently collected on the related pooled mortgage loan
will be added to the Principal Distribution Amount for the distribution date
following the collection period in which the subsequent collection occurs); and
(II) the foregoing shall be construed in a manner that is consistent with the
provisions described under "Servicing of the Mortgage Loans Under the Series
2006-PWR12 Pooling and Servicing Agreement--Servicing and Other Compensation and
Payment of Expenses--Certain Remittance Provisions and Coverage for Related
Potential Shortfalls".

          In general, for purposes of determining the portion of the Principal
Distribution Amount that is attributable to loan group 1 or loan group 2--

          o    any reduction in the Principal Distribution Amount that is
               described in any of clauses (I)(A), (B) and (C) of the preceding
               paragraph that arises from an advance made on a particular pooled
               mortgage loan will be applied--

               1.   first, as a reduction of the portion of the Principal
                    Distribution Amount that is otherwise attributable to the
                    loan group that includes that pooled mortgage loan (until
                    such portion, net of all subtractions pursuant to clauses
                    (I)(A), (B) and (C) arising from pooled mortgage loans in
                    that loan group, is equal to zero), and

               2.   then, as a reduction of the portion of the Principal
                    Distribution Amount that is otherwise attributable to the
                    other loan group (until such portion, net of all such
                    subtractions pursuant to clauses (I)(A), (B) and (C) arising
                    from pooled mortgage loans in that loan group and all
                    subtractions as described in this clause 2, is equal to
                    zero); and

          o    any increase in the Principal Distribution Amount that is
               described in either of clauses (I)(B) or (C) of the preceding
               paragraph that arises from a recovery of a previously reimbursed
               amount related to a particular pooled mortgage loan will be
               applied--

               1.   first, if the attributable portion of the Principal
                    Distribution Amount for the unrelated loan group (that is,
                    the loan group that does not include that pooled mortgage
                    loan) was previously reduced on account of that particular
                    pooled mortgage loan or any other pooled mortgage loan in
                    the same loan group as that particular pooled mortgage loan,
                    as an increase in the portion of the Principal Distribution
                    Amount that is otherwise attributable to the loan group that
                    does not include that pooled mortgage loan, until the
                    cumulative amount of these increases under this clause 1 is
                    equal to the cumulative reductions to the attributable
                    portion of Principal Distribution Amount for that loan group
                    on account of pooled mortgage loans not included in that
                    loan group, and

               2.   then, as an increase in the portion of the Principal
                    Distribution Amount that is otherwise attributable to the
                    loan group that includes that pooled mortgage loan.

          For the final distribution date, the "Principal Distribution Amount"
will be an amount equal to the total Stated Principal Balance of the mortgage
pool outstanding immediately prior to that final distribution date.

          The Non-Pooled Mortgage Loans will not be part of the mortgage pool
and will not be considered a pooled mortgage loan. Accordingly, any amounts
applied to the principal of such loan will not constitute part of the Principal
Distribution Amount for any distribution date.

          "PSF" means per square foot.

          "PTE" means prohibited transaction exemption.

          "Purchase Option" means, with respect to any Specially Designated
Defaulted Pooled Mortgage Loan, the purchase option described under "Servicing
of the Mortgage Loans Under the Series 2006-PWR12 Pooling and Servicing
Agreement--Fair Value Purchase Option" in this prospectus supplement.


                                     S-202



          "Purchase Price" means, with respect to any particular mortgage loan
being purchased from the trust fund, a price approximately equal to the sum of
the following:

          o    the outstanding principal balance of that mortgage loan;

          o    all accrued and unpaid interest on that mortgage loan generally
               through the due date in the collection period of purchase, other
               than Default Interest and Post-ARD Interest;

          o    all unreimbursed servicing advances with respect to that mortgage
               loan, together with any unpaid interest on those advances owing
               to the party or parties that made them;

          o    all servicing advances with respect to that mortgage loan that
               were reimbursed out of collections on or with respect to other
               mortgage loans in the trust fund;

          o    all accrued and unpaid interest on any monthly debt service
               advances made with respect to the subject mortgage loan; and

          o    in the case of a repurchase or substitution of a defective
               mortgage loan by a mortgage loan seller, (1) all related special
               servicing fees and, to the extent not otherwise included, other
               related Additional Trust Fund Expenses (including without
               limitation any liquidation fee payable in connection with the
               applicable purchase or repurchase), and (2) to the extent not
               otherwise included, any costs and expenses incurred by the
               applicable master servicer, the applicable special servicer or
               the trustee or an agent of any of them, on behalf of the trust
               fund, in enforcing any obligation of a mortgage loan seller to
               repurchase or replace the mortgage loan.

          "Qualified Insurer" means, with respect to any insurance policy, an
insurance company or security or bonding company qualified to write the related
insurance policy in the relevant jurisdiction.

          "Rating Agency" means each of Moody's and S&P.

          "Realized Losses" means losses on or with respect to the pooled
mortgage loans arising from the inability of the applicable master servicer
and/or the applicable special servicer to collect all amounts due and owing
under the mortgage loans, including by reason of the fraud or bankruptcy of a
borrower or, to the extent not covered by insurance, a casualty of any nature at
a mortgaged property, as and to the extent described under "Description of the
Offered Certificates--Reductions of Certificate Principal Balances in Connection
with Realized Losses and Additional Trust Fund Expenses" in this prospectus
supplement.

          "Regulation AB" means Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. Sections 229.1100-229.1123, as such may be amended
from time to time, and subject to such clarification and interpretation as have
been provided by the Commission in the adopting release (Asset-Backed
Securities, Securities Act Release No. 33-8518, 70 Red. Reg. 1,506, 1,531 (Jan.
7, 2005)) or by the staff of the Commission, or as may be provided by the
Commission or its staff from time to time.

          "REMIC" means a real estate mortgage investment conduit within the
meaning of, and formed in accordance with, Sections 860A through 860G of the
Internal Revenue Code.

          "REO Property" means any mortgaged property that is acquired for the
benefit of the certificateholders (and, in the case of a mortgaged property
securing any Mortgage Loan Group, also on behalf of the related Non-Pooled
Noteholders) through foreclosure, deed in lieu of foreclosure or otherwise
following a default on the corresponding pooled mortgage loan. In the case of
each Mortgage Loan Group, when we refer in this prospectus supplement to an REO
Property that is in the trust fund, we mean the beneficial interest in that
property that is owned by the series 2006-PWR12 trust fund.

          "Required Claims-Paying Ratings" means, with respect to any insurance
carrier, claims-paying ability ratings at least equal to (a) in the case of
fidelity bond coverage provided by such insurance carrier, "A2" by Moody's and
"A" by S&P, (b) in the case of a policy or policies of insurance issued by such
insurance carrier covering loss occasioned by the


                                     S-203



errors and omissions of officers and employees, "A2" by Moody's and "A" by S&P
and (c) in the case of any other insurance coverage provided by such insurance
carrier, "A2" by Moody's and "A" by S&P. However, an insurance carrier will be
deemed to have the applicable claims-paying ability ratings set forth above if
the obligations of that insurance carrier under the related insurance policy are
guaranteed or backed in writing by an entity that has long-term unsecured debt
obligations that are rated not lower than the ratings set forth above or
claim-paying ability ratings that are not lower than the ratings set forth
above; and an insurance carrier will be deemed to have the applicable
claims-paying ability ratings set forth above if (among other conditions) the
rating agency whose rating requirement has not been met has confirmed in writing
that the insurance carrier would not result in the qualification, downgrade or
withdrawal of any of the then current ratings assigned by that Rating Agency to
any of the certificates.

          "Restricted Group" means, collectively, the following persons and
entities--

          o    the trustee,

          o    the Exemption-Favored Parties,

          o    us,

          o    the master servicers,

          o    the special servicers,

          o    the primary servicers,

          o    any sub-servicers,

          o    the mortgage loan sellers,

          o    each borrower, if any, with respect to pooled mortgage loans
               constituting more than 5.0% of the total unamortized principal
               balance of the mortgage pool as of the date of initial issuance
               of the offered certificates, and

          o    any and all affiliates of any of the aforementioned persons.

          "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc.

          "SEC" means the Securities and Exchange Commission.

          "Servicing Function Participant" means any person, other than the
master servicers and the special servicers, that, within the meaning of Item
1122 of Regulation AB, is primarily responsible for performing activities that
address the servicing criteria set forth in Item 1122(d) of Regulation AB,
unless such person's activities relate only to 5% or less of the mortgage loans
based on the principal balance of the mortgage loans.

          "Servicing Standard" means, with respect to each master servicer and
each special servicer, to service and administer those mortgage loans and any
REO Properties for which that party is responsible under the series 2006-PWR12
pooling and servicing agreement:

          o    in the best interests and for the benefit of the series
               2006-PWR12 certificateholders (or, in the case of a
               Trust-Serviced Mortgage Loan Group, for the benefit of the series
               2006-PWR12 certificateholders and the related Trust-Serviced
               Non-Pooled Noteholder(s)) (as determined by the applicable master
               servicer or the applicable special servicer, as the case may be,
               in its good faith and reasonable judgment), as a collective whole
               (it being understood, in the case of the Trust-Serviced Mortgage
               Loan Groups containing Non-Pooled Subordinate Loans, that the
               interests of the Non-Pooled Subordinate Noteholders are junior
               promissory notes, subject to the terms and conditions of the
               related Mortgage Loan Group Intercreditor Agreement),


                                     S-204



          o    in accordance with any and all applicable laws, the terms of the
               series 2006-PWR12 pooling and servicing agreement, the terms of
               the respective mortgage loans and, in the case of a
               Trust-Serviced Mortgage Loan Group, the terms of the related
               Mortgage Loan Group Intercreditor Agreement, and

          o    to the extent consistent with the foregoing, in accordance with
               the following standards:

               o    with the same care, skill, prudence and diligence as is
                    normal and usual in its general mortgage servicing and REO
                    property management activities on behalf of third parties or
                    on behalf of itself, whichever is higher, with respect to
                    mortgage loans and real properties that are comparable to
                    those mortgage loans and any REO Properties for which it is
                    responsible under the series 2006-PWR12 pooling and
                    servicing agreement;

               o    with a view to--

                    1.   in the case of the master servicers, the timely
                         collection of all scheduled payments of principal and
                         interest under those mortgage loans,

                    2.   in the case of the master servicers, the full
                         collection of all Yield Maintenance Charges and
                         Prepayment Premiums that may become payable under those
                         mortgage loans, and

                    3.   in the case of the special servicers, if a mortgage
                         loan comes into and continues in default and, in the
                         good faith and reasonable judgment of the applicable
                         special servicer, no satisfactory arrangements can be
                         made for the collection of the delinquent payments,
                         including payments of Yield Maintenance Charges,
                         Prepayment Premiums, Default Interest and late payment
                         charges, or the related mortgaged property becomes an
                         REO Property, the maximization of the recovery of
                         principal and interest on that defaulted mortgage loan
                         to the series 2006-PWR12 certificateholders (or, in the
                         case of a Trust-Serviced Mortgage Loan Group, for the
                         benefit of the series 2006-PWR12 certificateholders and
                         the related Trust-Serviced Non-Pooled Noteholder(s)),
                         as a collective whole, on a present value basis (it
                         being understood, in the case of the Trust-Serviced
                         Mortgage Loan Groups containing Non-Pooled Subordinate
                         Loans, that the interests of the Non-Pooled Subordinate
                         Noteholders are junior promissory notes, subject to the
                         terms and conditions of the related Mortgage Loan Group
                         Intercreditor Agreement); and

                    without regard to--

                    1.   any known relationship that the applicable master
                         servicer or the applicable special servicer, as the
                         case may be, or any of its affiliates may have with any
                         of the underlying borrowers, any of the mortgage loan
                         sellers or any other party to the series 2006-PWR12
                         pooling and servicing agreement,

                    2.   the ownership of any series 2006-PWR12 certificate or
                         any interest in any Non-Pooled Mortgage Loan by the
                         applicable master servicer or the applicable special
                         servicer, as the case may be, or by any of its
                         affiliates,

                    3.   the obligation of the applicable master servicer to
                         make advances or otherwise to incur servicing expenses
                         with respect to any mortgage loan or REO property
                         serviced or administered, respectively, under the
                         series 2006-PWR12 pooling and servicing agreement,

                    4.   the obligation of the applicable special servicer to
                         make, or to direct the applicable master servicer to
                         make, servicing advances or otherwise to incur
                         servicing expenses with respect to any mortgage loan or
                         REO property serviced or administered, respectively,
                         under the series 2006-PWR12 pooling and servicing
                         agreement,

                    5.   the right of the applicable master servicer or the
                         applicable special servicer, as the case may be, or any
                         of its affiliates to receive reimbursement of costs, or
                         the sufficiency of any compensation payable to it,
                         under the series 2006-PWR12 pooling and servicing
                         agreement or with respect to any particular
                         transaction,


                                     S-205



                    6.   the ownership, servicing and/or management by the
                         applicable master servicer or special servicer, as the
                         case may be, or any of its affiliates, of any other
                         mortgage loans or real property,

                    7.   the ownership by the applicable master servicer or
                         special servicer, as the case may be, or any of its
                         affiliates of any other debt owed by, or secured by
                         ownership interests in, any of the borrowers or any
                         affiliate of a borrower, and

                    8.   the obligations of the applicable master servicer or
                         special servicer, as the case may be, or any of its
                         affiliates to repurchase any pooled mortgage loan from
                         the trust fund, or to indemnify the trust fund, in any
                         event as a result of a material breach or a material
                         document defect.

          "Servicing Transfer Event" means, with respect to any pooled mortgage
loan and a Trust-Serviced Non-Pooled Mortgage Loan, any of the following events:

          1.   the related borrower fails to make when due any balloon payment
               and the borrower does not deliver to the applicable master
               servicer, on or prior to the due date of the balloon payment, a
               written refinancing commitment from an acceptable lender and
               reasonably satisfactory in form and substance to the applicable
               master servicer which provides that such refinancing will occur
               within 120 days after the date on which the balloon payment will
               become due (provided that if either such refinancing does not
               occur during that time or the applicable master servicer is
               required during that time to make any monthly debt service
               advance in respect of the mortgage loan, a Servicing Transfer
               Event will occur immediately);

          2.   the related borrower fails to make when due any monthly debt
               service payment (other than a balloon payment) or any other
               payment (other than a balloon payment) required under the related
               mortgage note or the related mortgage, which failure continues
               unremedied for 60 days;

          3.   the applicable master servicer determines (in accordance with the
               Servicing Standard) that a default in making any monthly debt
               service payment (other than a balloon payment) or any other
               material payment (other than a balloon payment) required under
               the related mortgage note or the related mortgage is likely to
               occur in the foreseeable future and the default is likely to
               remain unremedied for at least 60 days beyond the date on which
               the subject payment will become due; or the applicable master
               servicer determines (in accordance with the Servicing Standard)
               that a default in making a balloon payment is likely to occur in
               the foreseeable future and the default is likely to remain
               unremedied for at least 60 days beyond the date on which the
               balloon payment will become due (or, if the borrower has
               delivered a written refinancing commitment from an acceptable
               lender and reasonably satisfactory in form and substance to the
               applicable master servicer which provides that such refinancing
               will occur within 120 days after the date of the balloon payment,
               that master servicer determines (in accordance with the Servicing
               Standard) that (a) the borrower is likely not to make one or more
               assumed monthly debt service payments (as described under
               "Description of the Offered Certificates--Advances of Delinquent
               Monthly Debt Service Payments" in this prospectus supplement)
               prior to a refinancing or (b) the refinancing is not likely to
               occur within 120 days following the date on which the balloon
               payment will become due);

          4.   the applicable master servicer determines that a non-payment
               default (including, in the applicable master servicer's or the
               applicable special servicer's judgment, the failure of the
               related borrower to maintain any insurance required to be
               maintained pursuant to the related mortgage loan documents) has
               occurred under the mortgage loan that may materially impair the
               value of the corresponding mortgaged property as security for the
               mortgage loan or otherwise materially and adversely affect the
               interests of series 2006-PWR12 certificateholders and the default
               continues unremedied for the applicable cure period under the
               terms of the mortgage loan or, if no cure period is specified,
               for 60 days;

          5.   various events of bankruptcy, insolvency, readjustment of debt,
               marshalling of assets and liabilities, or similar proceedings
               occur with respect to the related borrower or the corresponding
               mortgaged property, or the related borrower takes various actions
               indicating its bankruptcy, insolvency or inability to pay its
               obligations; or

          6.   the applicable master servicer receives notice of the
               commencement of foreclosure or similar proceedings with respect
               to the corresponding mortgaged property.


                                     S-206



          A Servicing Transfer Event will cease to exist, if and when:

          o    with respect to the circumstances described in clauses 1 and 2
               immediately above in this definition, the related borrower makes
               three consecutive full and timely monthly debt service payments
               under the terms of the mortgage loan, as those terms may be
               changed or modified in connection with a bankruptcy or similar
               proceeding involving the related borrower or by reason of a
               modification, waiver or amendment granted or agreed to by the
               applicable master servicer or the applicable special servicer;

          o    with respect to the circumstances described in clauses 3 and 5
               immediately above in this definition, those circumstances cease
               to exist in the judgment of the applicable special servicer;

          o    with respect to the circumstances described in clause 4
               immediately above in this definition, the default is cured in the
               judgment of the applicable special servicer; and

          o    with respect to the circumstances described in clause 6
               immediately above in this definition, the proceedings are
               terminated.

          If a Servicing Transfer Event exists with respect to any mortgage loan
in a Trust-Serviced Mortgage Loan Group, then it will also be deemed to exist
with respect to the other mortgage loan in that Trust-Serviced Mortgage Loan
Group. The mortgage loans in a Trust-Serviced Mortgage Loan Group are intended
to always be serviced or specially serviced, as the case may be, together.

          "SF" means square feet.

          "Specially Designated Defaulted Pooled Mortgage Loan" means a pooled
mortgage loan that both (A) is a specially serviced pooled mortgage loan and (B)
either (i) is delinquent 120 days or more with respect to any balloon payment or
60 days or more with respect to any other monthly payment, with such delinquency
to be determined without giving effect to any grace period permitted by the
related mortgage or mortgage note and without regard to any acceleration of
payments under the related mortgage and mortgage note, or (ii) is a pooled
mortgage loan as to which the amounts due thereunder have been accelerated
following any other material default.

          "Stated Principal Balance" means, for each mortgage loan in the trust
fund, a principal amount that:

          o    will initially equal its unpaid principal balance as of the
               cut-off date or, in the case of a replacement mortgage loan, as
               of the date it is added to the trust fund, after application of
               all payments of principal due on or before that date, whether or
               not those payments have been received; and

          o    will be permanently reduced on each subsequent distribution date,
               to not less than zero, by that portion, if any, of the Principal
               Distribution Amount (without regard to the adjustments otherwise
               contemplated by clauses (I)(A), (B) and (C) of the definition
               thereof) for that distribution date that represents principal
               actually received or advanced on that mortgage loan, and the
               principal portion of any Realized Loss (See "Description of the
               Offered Certificates -- Reductions of Certificate Principal
               Balances in Connection with Realized Losses and Additional Trust
               Fund Expenses") incurred with respect to that mortgage loan
               during the related collection period.

          However, the "Stated Principal Balance" of any mortgage loan in the
trust fund will, in all cases, be zero as of the distribution date following the
collection period in which it is determined that all amounts ultimately
collectable with respect to that mortgage loan or any related REO Property have
been received.

          "Stated Remaining Term to Maturity or ARD" means, with respect to any
pooled mortgage loan, the number of months from the cut-off date to the stated
maturity date or, in the case of an ARD Loan, the anticipated repayment date.


                                     S-207



          "Structuring Assumptions" means, collectively, the following
assumptions regarding the series 2006-PWR12 certificates and the mortgage loans
in the trust fund:

          o    except as otherwise set forth below, the mortgage loans have the
               characteristics set forth on Appendix B to this prospectus
               supplement and the initial mortgage pool balance, the initial
               loan group 1 balance and the initial loan group 2 balance are as
               described in this prospectus supplement;

          o    the total initial principal balance or notional amount, as the
               case may be, of each interest-bearing class of series 2006-PWR12
               certificates is as described in this prospectus supplement;

          o    the pass-through rate for each interest-bearing class of series
               2006-PWR12 certificates is as described in this prospectus
               supplement;

          o    no delinquencies, defaults or losses occur with respect to any of
               the pooled mortgage loans (or any Non-Pooled Subordinate Loans);

          o    no Additional Trust Fund Expenses arise, no servicing advances
               are made under the series 2006-PWR12 pooling and servicing
               agreement and the only expenses of the trust consist of the
               trustee fees, the certificate administrator fees, the servicer
               report administrator fees and the master servicing fees
               (including any applicable primary or sub-servicing fees);

          o    there are no modifications, extensions, waivers or amendments
               affecting the monthly debt service payments by borrowers on the
               pooled mortgage loans and the mortgage interest rate in effect
               under each pooled mortgage loan as of the date of initial
               issuance for the series 2006-PWR12 certificates remains in effect
               during the entire term of that mortgage loan, except for any
               increase in the mortgage interest rate that is not related to an
               ARD provision and is scheduled to occur as a result of any
               loan-specific provisions that are described on the "Footnotes to
               Appendix B and C" in this prospectus supplement;

          o    each of the pooled mortgage loans provides for monthly debt
               service payments to be due on the first day of each month,
               regardless of the actual day of the month on which those payments
               are otherwise due and regardless of whether the subject date is a
               business day or not;

          o    all monthly debt service payments on the pooled mortgage loans
               are timely received by the applicable master servicer on behalf
               of the trust on the day on which they are assumed to be due or
               paid as described in the immediately preceding bullet;

          o    no involuntary prepayments are received as to any pooled mortgage
               loan at any time (including, without limitation, as a result of
               any application of escrows, reserve or holdback amounts if
               performance criteria are not satisfied);

          o    no voluntary prepayments are received as to any pooled mortgage
               loan during that mortgage loan's prepayment Lock-out Period,
               including any contemporaneous period when defeasance is
               permitted, or during any period when principal prepayments on
               that mortgage loan are required to be accompanied by a Prepayment
               Premium or Yield Maintenance Charge, including any
               contemporaneous period when defeasance is permitted, and, solely
               for this purpose, the pooled mortgage loan secured by the
               mortgaged property identified on Appendix B to this prospectus
               supplement as "Albany Industrial Park" does not provide for a
               Prepayment Premium or Yield Maintenance Charge;

          o    each ARD Loan in the trust fund is paid in full on its
               anticipated repayment date;

          o    except as otherwise assumed in the immediately preceding three
               bullets, prepayments are made on each of the pooled mortgage
               loans at the indicated CPRs (which apply to the pooled mortgage
               loans only (and not the related Non-Pooled Subordinate Loan) in
               any Mortgage Loan Group that includes any Non-Pooled


                                      S-208



               Subordinate Loan) set forth in the subject tables or other
               relevant part of this prospectus supplement, without regard to
               any limitations in those mortgage loans on partial voluntary
               principal prepayments;

          o    all prepayments on the mortgage loans are assumed to be
               accompanied by a full month's interest and no Prepayment Interest
               Shortfalls occur with respect to any mortgage loan;

          o    no Yield Maintenance Charges or Prepayment Premiums are collected
               in connection with any of the mortgage loans;

          o    no person or entity entitled thereto exercises its right of
               optional termination as described in this prospectus supplement
               under "Description of the Offered Certificates--Termination of
               the Series 2006-PWR12 Pooling and Servicing Agreement";

          o    no pooled mortgage loan is required to be repurchased by a
               mortgage loan seller, as described under "Description of the
               Mortgage Pool--Cures, Repurchases and Substitutions" in this
               prospectus supplement;

          o    payments on the offered certificates are made on the 11th day of
               each month, commencing in July 2006; and

          o    the offered certificates are settled with investors on June 21,
               2006.

          "Trust-Serviced Mortgage Loan Group" means the 1675 Broadway Loan
Group and the Tuscany Plaza Loan Group, as applicable.

          "Trust-Serviced Non-Pooled Mortgage Loan" means the 1675 Broadway
Non-Pooled Subordinate Loan and the Tuscany Plaza Non-Pooled Subordinate Loan.

          "Trust-Serviced Non-Pooled Noteholder" means any holder of a
promissory note evidencing a Trust-Serviced Non-Pooled Mortgage Loan.

          "Tuscany Plaza Change of Control Event" means, as of any date of
determination, (i) the initial principal balance of the Tuscany Plaza Non-Pooled
Subordinate Loan, minus (ii) the sum of (a) any principal payments allocated to
and received on the Tuscany Plaza Non-Pooled Subordinate Loan, (b) any Appraisal
Reduction Amounts for the Tuscany Plaza Loan Group and (c) any realized losses
on the Tuscany Plaza Loan Group, is less than 25% (provided, that with respect
to the right of the Tuscany Plaza Non-Pooled Subordinate Noteholder to appoint
or replace the special servicer for the Tuscany Plaza Mortgage Loan Group, such
percentage is 60%) of an amount equal to (i) the initial principal balance of
the Tuscany Plaza Non-Pooled Subordinate Loan minus (ii) principal payments
allocated to and received on the Tuscany Plaza Non-Pooled Subordinate Loan.

          "Tuscany Plaza Intercreditor Agreement" means the intercreditor
agreement between the initial holders of the Tuscany Plaza Pooled Mortgage Loan
and the Tuscany Plaza Non-Pooled Subordinate Loan.

          "Tuscany Plaza Loan Group" means, collectively, the Tuscany Plaza
Pooled Mortgage Loan and the Tuscany Plaza Non-Pooled Subordinate Loan.

          "Tuscany Plaza Mortgaged Property" means the mortgaged property
identified on Appendix B to this prospectus supplement as "Tuscany Plaza".

          "Tuscany Plaza Non-Pooled Subordinate Loan" means the loan in the
original principal amount of $3,375,000 that is secured by the same mortgage
instrument encumbering the Tuscany Plaza Mortgaged Property as the Tuscany Plaza
Pooled Mortgage Loan and is subordinate in right of payment to the Tuscany Plaza
Pooled Mortgage Loan.

          "Tuscany Plaza Non-Pooled Subordinate Noteholder" means the holder of
the promissory note evidencing the Tuscany Plaza Non-Pooled Subordinate Loan.


                                     S-209



          "Tuscany Plaza Pooled Mortgage Loan" means the pooled mortgage loan in
the original principal amount of $27,000,000 that is secured by the mortgage
instruments encumbering the Tuscany Plaza Mortgaged Property.

          "Underwriter Exemption" means PTE 90-30 issued to Bear, Stearns & Co.
Inc. or PTE 90-24 issued to Morgan Stanley & Co. Incorporated, each as
subsequently amended by PTE 97-34, PTE 2000-58 and PTE 2002-41 and as may be
subsequently amended after the closing date.

          "Underwritten Net Cash Flow" or "Underwritten NCF" means an estimate
of stabilized cash flow available for debt service. In general, it is the
estimated stabilized revenue derived from the use and operation of a mortgaged
property, consisting primarily of rental income, less the sum of (a) estimated
stabilized operating expenses (such as utilities, administrative expenses,
repairs and maintenance, management fees and advertising), (b) fixed expenses,
such as insurance, real estate taxes and, if applicable, ground lease payments,
and (c) reserves for capital expenditures, including tenant improvement costs
and leasing commissions. Underwritten Net Cash Flow generally does not reflect
interest expenses and non-cash items such as depreciation and amortization.

          "Underwritten Net Operating Income" or "Underwritten NOI" means an
estimate of the stabilized cash flow available for debt service before
deductions for capital expenditures, including tenant improvement costs and
leasing commissions. Underwritten Net Operating Income is generally estimated in
the same manner as Underwritten Net Cash Flow, except that no deduction is made
for capital expenditures, including tenant improvement costs and leasing
commissions.

          "Weighted Average Pool Pass-Through Rate" means, for each distribution
date, the weighted average of the respective Mortgage Pass-Through Rates with
respect to all of the pooled mortgage loans for that distribution date, weighted
on the basis of their respective Stated Principal Balances immediately prior to
that distribution date.

          "WFB" means Wells Fargo Bank, National Association.

          "Yield Maintenance Charge" means, with respect to any mortgage loan,
any premium, fee or other additional amount paid or payable, as the context
requires, by a borrower in connection with a principal prepayment on, or other
early collection of principal of, a mortgage loan, calculated, in whole or in
part, pursuant to a yield maintenance formula or otherwise pursuant to a formula
that reflects the lost interest, including any specified amount or specified
percentage of the amount prepaid which constitutes the minimum amount that such
Yield Maintenance Charge may be.


                                      S-210



                                   SCHEDULE I

                              AMORTIZATION SCHEDULE

                            AMERICAN BUSINESS CENTER



PERIOD      DATE     BALANCE ($)   PRINCIPAL ($)   INTEREST ($)   TOTAL PAYMENT ($)
------   ---------   -----------   -------------   ------------   -----------------

    0     6/1/2006    13,905,000
    1     7/1/2006    13,891,883         13,117       72,770              85,887
    2     8/1/2006    13,881,120         10,763       75,124              85,887
    3     9/1/2006    13,870,299         10,821       75,066              85,887
    4    10/1/2006    13,857,000         13,299       72,588              85,887
    5    11/1/2006    13,846,048         10,951       74,936              85,887
    6    12/1/2006    13,832,622         13,426       72,461              85,887
    7     1/1/2007    13,821,539         11,083       74,804              85,887
    8     2/1/2007    13,810,396         11,143       74,744              85,887
    9     3/1/2007    13,791,965         18,431       67,456              85,887
   10     4/1/2007    13,780,662         11,303       74,584              85,887
   11     5/1/2007    13,766,894         13,768       72,119              85,887
   12     6/1/2007    13,755,455         11,439       74,448              85,887
   13     7/1/2007    13,741,555         13,900       71,987              85,887
   14     8/1/2007    13,729,979         11,576       74,311              85,887
   15     9/1/2007    13,718,341         11,638       74,249              85,887
   16    10/1/2007    13,704,247         14,094       71,793              85,887
   17    11/1/2007    13,692,469         11,777       74,110              85,887
   18    12/1/2007    13,678,240         14,230       71,657              85,887
   19     1/1/2008    13,666,322         11,918       73,969              85,887
   20     2/1/2008    13,654,339         11,983       73,904              85,887
   21     3/1/2008    13,637,528         16,811       69,076              85,887
   22     4/1/2008    13,625,390         12,138       73,749              85,887
   23     5/1/2008    13,610,809         14,581       71,306              85,887
   24     6/1/2008    13,598,526         12,283       73,604              85,887
   25     7/1/2008    13,583,805         14,721       71,166              85,887
   26     8/1/2008    13,571,376         12,429       73,458              85,887
   27     9/1/2008    13,558,880         12,496       73,391              85,887
   28    10/1/2008    13,543,951         14,929       70,958              85,887
   29    11/1/2008    13,531,307         12,644       73,243              85,887
   30    12/1/2008    13,516,234         15,073       70,814              85,887
   31     1/1/2009    13,503,440         12,794       73,093              85,887
   32     2/1/2009    13,490,576         12,863       73,024              85,887
   33     3/1/2009    13,470,583         19,993       65,894              85,887
   34     4/1/2009    13,457,542         13,041       72,846              85,887
   35     5/1/2009    13,442,083         15,459       70,428              85,887
   36     6/1/2009    13,428,888         13,195       72,692              85,887
   37     7/1/2009    13,413,279         15,609       70,278              85,887
   38     8/1/2009    13,399,928         13,351       72,536              85,887
   39     9/1/2009    13,386,505         13,423       72,464              85,887
   40    10/1/2009    13,370,674         15,831       70,056              85,887
   41    11/1/2009    13,357,092         13,581       72,306              85,887
   42    12/1/2009    13,341,107         15,985       69,902              85,887



                                       I-1





PERIOD      DATE     BALANCE ($)   PRINCIPAL ($)   INTEREST ($)   TOTAL PAYMENT ($)
------   ---------   -----------   -------------   ------------   -----------------

   43     1/1/2010    13,327,366         13,741       72,146              85,887
   44     2/1/2010    13,313,551         13,816       72,071              85,887
   45     3/1/2010    13,292,693         20,858       65,029              85,887
   46     4/1/2010    13,278,690         14,003       71,884              85,887
   47     5/1/2010    13,262,295         16,395       69,492              85,887
   48     6/1/2010    13,248,127         14,167       71,720              85,887
   49     7/1/2010    13,231,572         16,555       69,332              85,887
   50     8/1/2010    13,217,239         14,334       71,553              85,887
   51     9/1/2010    13,202,828         14,411       71,476              85,887
   52    10/1/2010    13,186,035         16,792       69,095              85,887
   53    11/1/2010    13,171,456         14,580       71,307              85,887
   54    12/1/2010    13,154,499         16,956       68,931              85,887
   55     1/1/2011    13,139,749         14,750       71,137              85,887
   56     2/1/2011    13,124,919         14,830       71,057              85,887
   57     3/1/2011    13,103,140         21,779       64,108              85,887
   58     4/1/2011    13,088,112         15,028       70,859              85,887
   59     5/1/2011    13,070,719         17,393       68,494              85,887
   60     6/1/2011    13,055,516         15,203       70,684              85,887
   61     7/1/2011    13,037,953         17,563       68,324              85,887
   62     8/1/2011    13,022,572         15,381       70,506              85,887
   63     9/1/2011    13,007,108         15,464       70,423              85,887
   64    10/1/2011    12,989,292         17,816       68,071              85,887
   65    11/1/2011    12,973,648         15,644       70,243              85,887
   66    12/1/2011    12,955,656         17,992       67,895              85,887
   67     1/1/2012    12,939,831         15,826       70,061              85,887
   68     2/1/2012    12,923,920         15,911       69,976              85,887
   69     3/1/2012    12,903,413         20,506       65,381              85,887
   70     4/1/2012    12,887,305         16,108       69,779              85,887
   71     5/1/2012    12,868,862         18,443       67,444              85,887
   72     6/1/2012    12,852,567         16,295       69,592              85,887
   73     7/1/2012    12,833,941         18,625       67,262              85,887
   74     8/1/2012    12,817,458         16,484       69,403              85,887
   75     9/1/2012    12,800,885         16,573       69,314              85,887
   76    10/1/2012    12,781,989         18,896       66,991              85,887
   77    11/1/2012    12,765,224         16,765       69,122              85,887
   78    12/1/2012    12,746,142         19,082       66,805              85,887
   79     1/1/2013    12,729,183         16,959       68,928              85,887
   80     2/1/2013    12,712,133         17,050       68,837              85,887
   81     3/1/2013    12,688,337         23,795       62,092              85,887
   82     4/1/2013    12,671,066         17,271       68,616              85,887
   83     5/1/2013    12,651,491         19,575       66,312              85,887
   84     6/1/2013    12,634,021         17,471       68,416              85,887
   85     7/1/2013    12,614,252         19,769       66,118              85,887
   86     8/1/2013    12,596,580         17,672       68,215              85,887
   87     9/1/2013    12,578,812         17,767       68,120              85,887
   88    10/1/2013    12,558,754         20,058       65,829              85,887
   89    11/1/2013    12,540,782         17,972       67,915              85,887
   90    12/1/2013    12,520,526         20,257       65,630              85,887
   91     1/1/2014    12,502,347         18,179       67,708              85,887
   92     2/1/2014    12,484,070         18,277       67,610              85,887



                                       I-2





PERIOD      DATE     BALANCE ($)   PRINCIPAL ($)   INTEREST ($)   TOTAL PAYMENT ($)
------   ---------   -----------   -------------   ------------   -----------------

   93     3/1/2014    12,459,161         24,909       60,978              85,887
   94     4/1/2014    12,440,650         18,511       67,376              85,887
   95     5/1/2014    12,419,869         20,781       65,106              85,887
   96     6/1/2014    12,401,146         18,723       67,164              85,887
   97     7/1/2014    12,401,146             --       64,899              64,899
   98     8/1/2014    12,401,146             --       67,063              67,063
   99     9/1/2014    12,401,146             --       67,063              67,063
  100    10/1/2014    12,401,146             --       64,899              64,899
  101    11/1/2014    12,401,146             --       67,063              67,063
  102    12/1/2014    12,401,146             --       64,899              64,899
  103     1/1/2015    12,401,146             --       67,063              67,063
  104     2/1/2015    12,401,146             --       67,063              67,063
  105     3/1/2015    12,401,146             --       60,573              60,573
  106     4/1/2015    12,401,146             --       67,063              67,063
  107     5/1/2015    12,401,146             --       64,899              64,899
  108     6/1/2015    12,401,146             --       67,063              67,063
  109     7/1/2015    12,401,146             --       64,899              64,899
  110     8/1/2015    12,401,146             --       67,063              67,063
  111     9/1/2015    12,401,146             --       67,063              67,063
  112    10/1/2015    12,401,146             --       64,899              64,899
  113    11/1/2015    12,401,146             --       67,063              67,063
  114    12/1/2015    12,401,146             --       64,899              64,899
  115     1/1/2016    12,401,146             --       67,063              67,063
  116     2/1/2016    12,401,146             --       67,063              67,063
  117     3/1/2016    12,401,146             --       62,736              62,736
  118     4/1/2016    12,401,146             --       67,063              67,063
  119     5/1/2016    12,401,146             --       64,899              64,899
  120     6/1/2016            --     12,401,146       67,063          12,468,209



                                       I-3



                                   SCHEDULE II

                      CLASS A-AB PLANNED PRINCIPAL BALANCES

                   CLASS A-AB
                     PLANNED
DISTRIBUTION        PRINCIPAL
DATE               BALANCE ($)
--------------   --------------
July 2006        119,800,000.00
August 2006      119,800,000.00
September 2006   119,800,000.00
October 2006     119,800,000.00
November 2006    119,800,000.00
December 2006    119,800,000.00
January 2007     119,800,000.00
February 2007    119,800,000.00
March 2007       119,800,000.00
April 2007       119,800,000.00
May 2007         119,800,000.00
June 2007        119,800,000.00
July 2007        119,800,000.00
August 2007      119,800,000.00
September 2007   119,800,000.00
October 2007     119,800,000.00
November 2007    119,800,000.00
December 2007    119,800,000.00
January 2008     119,800,000.00
February 2008    119,800,000.00
March 2008       119,800,000.00
April 2008       119,800,000.00
May 2008         119,800,000.00
June 2008        119,800,000.00
July 2008        119,800,000.00
August 2008      119,800,000.00
September 2008   119,800,000.00
October 2008     119,800,000.00
November 2008    119,800,000.00
December 2008    119,800,000.00
January 2009     119,800,000.00
February 2009    119,800,000.00
March 2009       119,800,000.00
April 2009       119,800,000.00
May 2009         119,800,000.00
June 2009        119,800,000.00
July 2009        119,800,000.00
August 2009      119,800,000.00
September 2009   119,800,000.00
October 2009     119,800,000.00
November 2009    119,800,000.00
December 2009    119,800,000.00
January 2010     119,800,000.00
February 2010    119,800,000.00
March 2010       119,800,000.00
April 2010       119,800,000.00
May 2010         119,800,000.00
June 2010        119,800,000.00
July 2010        119,800,000.00
August 2010      119,800,000.00
September 2010   119,800,000.00
October 2010     119,800,000.00
November 2010    119,800,000.00
December 2010    119,800,000.00
January 2011     119,800,000.00
February 2011    119,800,000.00
March 2011       119,800,000.00
April 2011       119,800,000.00
May 2011         119,800,000.00
June 2011        119,783,007.79
July 2011        117,651,000.00
August 2011      115,770,000.00
September 2011   113,880,000.00
October 2011     111,720,000.00
November 2011    109,809,000.00
December 2011    107,630,000.00
January 2012     105,699,000.00
February 2012    103,758,000.00
March 2012       101,290,000.00
April 2012        99,327,000.00
May 2012          97,100,000.00
June 2012         95,146,000.00
July 2012         92,932,000.00
August 2012       90,958,000.00
September 2012    88,974,000.00
October 2012      86,730,000.00
November 2012     84,725,000.00
December 2012     82,460,000.00
January 2013      80,433,000.00
February 2013     78,397,000.00
March 2013        75,700,000.00
April 2013        73,733,000.00
May 2013          71,511,000.00
June 2013         69,515,000.00
July 2013         67,274,000.00
August 2013       65,257,000.00
September 2013    63,230,000.00
October 2013      60,958,000.00
November 2013     58,910,000.00
December 2013     56,617,000.00
January 2014      54,547,000.00
February 2014     52,467,000.00
March 2014        49,676,000.00
April 2014        47,571,000.00
May 2014          45,223,000.00
June 2014         43,096,000.00
July 2014         40,747,000.00
August 2014       38,617,000.00
September 2014    36,476,000.00
October 2014      34,095,000.00
November 2014     31,931,000.00
December 2014     29,529,000.00
January 2015      23,883,000.00
February 2015     21,692,000.00
March 2015        18,810,000.00
April 2015        16,594,000.00
May 2015          14,141,000.00
June 2015         11,901,000.00
July 2015          9,425,000.00
August 2015        7,161,000.00
September 2015     4,886,000.00
October 2015       2,377,000.00
November 2015         78,000.00
December 2015              0.00


                                      II-1



                                   APPENDIX A
                           MORTGAGE POOL INFORMATION



MORTGAGE LOAN SELLERS

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

                                                                          PERCENT BY   WEIGHTED      WEIGHTED
                                          NUMBER OF         AGGREGATE      AGGREGATE    AVERAGE       AVERAGE
                                          MORTGAGE       CUT-OFF DATE   CUT-OFF DATE   MORTGAGE     REMAINING
LOAN SELLER                                 LOANS         BALANCE ($)    BALANCE (%)   RATE (%)   TERM (MOS.)
-------------------------------------------------------------------------------------------------------------

Prudential Mortgage Capital Funding          37           801,080,637        38.5       5.6751          116
Bear Stearns Commercial Mortgage, Inc.       42           421,792,159        20.3       5.8005          111
Wells Fargo Bank, N.A.                       68           421,513,557        20.3       6.0337          114
Principal Commercial Funding II, LLC         40           212,304,894        10.2       5.9836          112
Principal Commercial Funding, LLC            14           118,124,878         5.7       5.2713          101
Nationwide Life Insurance Co.                12           104,214,030         5.0       5.8110          119
-------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                     213       $ 2,079,030,155       100.0%      5.7886%         113
=============================================================================================================


                                                         WEIGHTED       WEIGHTED   WEIGHTED
                                          WEIGHTED        AVERAGE        AVERAGE    AVERAGE
                                           AVERAGE           DSCR   CUT-OFF DATE    BALLOON
LOAN SELLER                               DSCR (X)   AFTER IO (X)        LTV (%)    LTV (%)
-------------------------------------------------------------------------------------------

Prudential Mortgage Capital Funding          1.54          1.32           68.2      60.7
Bear Stearns Commercial Mortgage, Inc.       1.58          1.41           69.4      62.7
Wells Fargo Bank, N.A.                       1.46          1.35           70.4      62.5
Principal Commercial Funding II, LLC         1.48          1.35           68.5      60.4
Principal Commercial Funding, LLC            1.85          1.83           63.6      61.2
Nationwide Life Insurance Co.                1.48          1.42           69.6      59.0
-------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      1.54X         1.38X          68.7%     61.4%
===========================================================================================




CUT-OFF DATE BALANCES

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

                                                                          PERCENT BY   WEIGHTED      WEIGHTED
                                          NUMBER OF         AGGREGATE      AGGREGATE    AVERAGE       AVERAGE
                                          MORTGAGE       CUT-OFF DATE   CUT-OFF DATE   MORTGAGE     REMAINING
CUT-OFF DATE BALANCE ($)                    LOANS         BALANCE ($)    BALANCE (%)   RATE (%)   TERM (MOS.)
-------------------------------------------------------------------------------------------------------------

800,000 - 2,000,000                          32            50,219,053         2.4       6.0794          116
2,000,001 - 3,000,000                        24            58,262,685         2.8       5.9413          115
3,000,001 - 5,000,000                        41           161,082,580         7.7       5.8621          115
5,000,001 - 7,000,000                        29           179,469,419         8.6       5.7723          111
7,000,001 - 9,000,000                        31           248,253,336        11.9       5.8369          117
9,000,001 - 11,000,000                       11           105,978,628         5.1       5.9770          119
11,000,001 - 13,000,000                       9           110,754,950         5.3       5.7932          105
13,000,001 - 15,000,000                       6            84,154,358         4.0       5.9233          112
15,000,001 - 17,000,000                       4            63,788,056         3.1       5.8598          119
17,000,001 - 19,000,000                       5            90,129,754         4.3       5.6518          119
19,000,001 - 21,000,000                       5           102,323,123         4.9       5.7650          118
21,000,001 - 31,000,000                       8           218,330,000        10.5       5.6085           91
31,000,001 - 41,000,000                       2            69,284,213         3.3       5.7412          118
41,000,001 - 61,000,000                       3           135,000,000         6.5       6.1307          119
61,000,001 - 156,500,000                      3           402,000,000        19.3       5.6155          119
-------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                     213       $ 2,079,030,155       100.0%      5.7886%         113
=============================================================================================================


                                                         WEIGHTED       WEIGHTED   WEIGHTED
                                          WEIGHTED        AVERAGE        AVERAGE    AVERAGE
                                           AVERAGE           DSCR   CUT-OFF DATE    BALLOON
CUT-OFF DATE BALANCE ($)                  DSCR (X)   AFTER IO (X)        LTV (%)    LTV (%)
-------------------------------------------------------------------------------------------

800,000 - 2,000,000                          1.48          1.43           65.4      55.1
2,000,001 - 3,000,000                        1.53          1.48           61.8      53.5
3,000,001 - 5,000,000                        1.49          1.43           65.0      55.3
5,000,001 - 7,000,000                        1.59          1.49           69.8      61.8
7,000,001 - 9,000,000                        1.45          1.34           70.3      61.2
9,000,001 - 11,000,000                       1.35          1.25           70.5      62.4
11,000,001 - 13,000,000                      1.58          1.41           69.3      61.9
13,000,001 - 15,000,000                      1.49          1.31           71.0      63.3
15,000,001 - 17,000,000                      1.49          1.34           66.8      58.6
17,000,001 - 19,000,000                      1.52          1.40           65.4      56.7
19,000,001 - 21,000,000                      1.53          1.34           72.6      65.3
21,000,001 - 31,000,000                      1.64          1.47           68.4      64.5
31,000,001 - 41,000,000                      1.31          1.19           76.0      66.5
41,000,001 - 61,000,000                      1.47          1.33           75.0      71.6
61,000,001 - 156,500,000                     1.67          1.38           65.9      59.4
-------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      1.54X         1.38X          68.7%     61.4%
===========================================================================================


Minimum: $800,000
Maximum: $156,500,000
Average: $9,760,705


                                       A-1



                                   APPENDIX A
                           MORTGAGE POOL INFORMATION



STATES

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

                                                                          PERCENT BY   WEIGHTED      WEIGHTED
                                          NUMBER OF         AGGREGATE      AGGREGATE    AVERAGE       AVERAGE
                                          MORTGAGED      CUT-OFF DATE   CUT-OFF DATE   MORTGAGE     REMAINING
STATE                                    PROPERTIES       BALANCE ($)    BALANCE (%)   RATE (%)   TERM (MOS.)
-------------------------------------------------------------------------------------------------------------

California                                   48           305,689,803        14.7       5.8353          110
  Southern California                        30           208,150,725        10.0       5.8330          110
  Northern California                        18            97,539,078         4.7       5.8403          112
New York                                     11           298,709,028        14.4       5.6992          117
Michigan                                      4           171,871,373         8.3       5.5934          118
Ohio                                         18           149,513,646         7.2       5.9167          118
Texas                                        21           128,536,201         6.2       5.9333          107
Florida                                      12            88,597,774         4.3       5.8844          119
Georgia                                       8            84,267,032         4.1       5.7595          104
Virginia                                     12            71,776,171         3.5       6.0241          119
Colorado                                      8            71,257,245         3.4       5.8403           85
Minnesota                                     6            66,685,476         3.2       6.1542          119
Pennsylvania                                  6            63,948,658         3.1       5.7689          118
Maryland                                      7            59,402,211         2.9       5.3988          101
Arizona                                      10            55,624,799         2.7       5.9415          113
Illinois                                      4            50,711,028         2.4       5.8897          118
Wisconsin                                     4            46,037,398         2.2       5.5021          116
Connecticut                                   6            34,906,324         1.7       5.8293          118
Louisiana                                     1            32,934,213         1.6       5.6100          118
Nebraska                                      2            28,213,901         1.4       5.9953          118
New Hampshire                                 1            26,785,000         1.3       4.8800           81
Indiana                                       4            24,460,353         1.2       6.1219          120
Massachusetts                                 5            24,326,114         1.2       5.9832          118
New Jersey                                    5            23,585,530         1.1       5.5518          117
Tennessee                                     4            23,191,498         1.1       5.7910          118
Washington                                    3            22,763,744         1.1       5.7671          118
Vermont                                       1            20,500,000         1.0       5.4370          117
Iowa                                          3            19,032,117         0.9       5.5162          116
North Dakota                                  2            14,122,860         0.7       6.3038          120
Missouri                                      3            12,273,210         0.6       5.7306          117
South Carolina                                3            11,632,396         0.6       5.7472          118
Nevada                                        4            11,341,632         0.5       5.9865          116
Kentucky                                      1             6,250,000         0.3       5.5730          116
Oregon                                        1             6,170,000         0.3       5.2700          117
U.S. Virgin Islands                           1             5,245,509         0.3       5.8790          119
Mississippi                                   1             3,983,665         0.2       5.9070          117
Montana                                       1             3,497,323         0.2       6.3000          119
North Carolina                                1             3,151,467         0.2       5.7535          116
New Mexico                                    1             2,415,000         0.1       6.3700           71
Utah                                          1             2,388,841         0.1       6.2200          115
Alaska                                        1             1,677,902         0.1       6.1100          119
Rhode Island                                  1             1,553,711         0.1       6.0000          119
-------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                     236       $ 2,079,030,155       100.0%      5.7886%         113
=============================================================================================================


                                                         WEIGHTED       WEIGHTED   WEIGHTED
                                          WEIGHTED        AVERAGE        AVERAGE    AVERAGE
                                           AVERAGE           DSCR   CUT-OFF DATE    BALLOON
STATE                                     DSCR (X)   AFTER IO (X)        LTV (%)    LTV (%)
-------------------------------------------------------------------------------------------

California                                   1.48          1.38           65.0      57.3
  Southern California                        1.50          1.42           65.6      57.8
  Northern California                        1.44          1.28           63.9      56.1
New York                                     1.74          1.46           57.5      51.8
Michigan                                     1.49          1.25           79.1      70.6
Ohio                                         1.51          1.30           74.3      66.4
Texas                                        1.47          1.29           73.0      65.9
Florida                                      1.51          1.50           68.7      63.8
Georgia                                      1.50          1.31           68.7      63.3
Virginia                                     1.50          1.38           71.2      61.3
Colorado                                     1.49          1.32           64.2      60.1
Minnesota                                    1.42          1.28           75.9      67.8
Pennsylvania                                 1.48          1.26           72.7      64.1
Maryland                                     1.82          1.74           65.5      60.6
Arizona                                      1.37          1.33           67.3      58.1
Illinois                                     1.41          1.26           74.9      68.5
Wisconsin                                    1.47          1.24           78.0      65.6
Connecticut                                  1.56          1.32           72.1      64.0
Louisiana                                    1.20          1.20           72.1      60.7
Nebraska                                     1.30          1.30           70.9      61.1
New Hampshire                                2.34          2.34           54.7      54.7
Indiana                                      1.25          1.25           74.8      64.5
Massachusetts                                1.59          1.41           67.4      58.3
New Jersey                                   2.01          1.85           58.2      53.0
Tennessee                                    1.45          1.30           73.7      62.6
Washington                                   1.60          1.60           67.8      57.1
Vermont                                      1.51          1.23           80.1      74.5
Iowa                                         1.48          1.38           76.0      72.5
North Dakota                                 1.21          1.21           75.6      64.8
Missouri                                     1.43          1.43           74.4      71.6
South Carolina                               1.57          1.41           72.3      58.0
Nevada                                       1.47          1.40           65.6      56.9
Kentucky                                     2.12          2.12           61.3      61.3
Oregon                                       2.31          2.31           49.4      49.4
U.S. Virgin Islands                          1.26          1.26           69.0      58.5
Mississippi                                  1.69          1.69           73.8      57.4
Montana                                      1.36          1.36           60.8      52.2
North Carolina                               1.72          1.72           63.1      48.9
New Mexico                                   1.39          1.20           78.0      74.5
Utah                                         1.54          1.54           68.1      58.5
Alaska                                       1.38          1.38           73.0      57.0
Rhode Island                                 1.23          1.23           76.2      64.8
-------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      1.54X         1.38X          68.7%     61.4%
===========================================================================================



                                       A-2



                                   APPENDIX A
                           MORTGAGE POOL INFORMATION



PROPERTY TYPES

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

                                                                          PERCENT BY   WEIGHTED      WEIGHTED
                                          NUMBER OF         AGGREGATE      AGGREGATE    AVERAGE       AVERAGE
                                          MORTGAGED      CUT-OFF DATE   CUT-OFF DATE   MORTGAGE     REMAINING
PROPERTY TYPE                            PROPERTIES       BALANCE ($)    BALANCE (%)   RATE (%)   TERM (MOS.)
-------------------------------------------------------------------------------------------------------------

Retail                                       90           847,224,191        40.8       5.6569          115
Office                                       41           520,527,953        25.0       5.8873          115
Industrial                                   38           246,928,157        11.9       5.8663          108
Multifamily                                  28           191,021,028         9.2       5.6897          116
Hospitality                                  24           168,219,026         8.1       6.0792          106
Mixed Use                                     6            46,565,000         2.2       5.8349          119
Other                                         1            20,350,000         1.0       5.6700          117
Self Storage                                  6            19,750,435         0.9       6.0281          118
Manufactured Housing Community                2            18,444,365         0.9       6.1410           82
-------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                     236       $ 2,079,030,155       100.0%      5.7886%         113
=============================================================================================================


                                                         WEIGHTED       WEIGHTED   WEIGHTED
                                          WEIGHTED        AVERAGE        AVERAGE    AVERAGE
                                           AVERAGE           DSCR   CUT-OFF DATE    BALLOON
PROPERTY TYPE                             DSCR (X)   AFTER IO (X)        LTV (%)    LTV (%)
-------------------------------------------------------------------------------------------

Retail                                       1.53          1.37           71.2      64.0
Office                                       1.60          1.37           64.0      58.3
Industrial                                   1.45          1.33           71.2      63.5
Multifamily                                  1.40          1.31           69.8      60.8
Hospitality                                  1.72          1.65           67.3      56.3
Mixed Use                                    1.60          1.42           63.7      59.7
Other                                        1.56          1.29           73.2      65.8
Self Storage                                 1.58          1.46           67.1      54.8
Manufactured Housing Community               1.39          1.26           68.0      61.9
-------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      1.54X         1.38X          68.7%     61.4%
===========================================================================================




MORTGAGE RATES

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

                                                                          PERCENT BY   WEIGHTED      WEIGHTED
                                          NUMBER OF         AGGREGATE      AGGREGATE    AVERAGE       AVERAGE
                                          MORTGAGE       CUT-OFF DATE   CUT-OFF DATE   MORTGAGE     REMAINING
MORTGAGE RATE (%)                           LOANS         BALANCE ($)    BALANCE (%)   RATE (%)   TERM (MOS.)
-------------------------------------------------------------------------------------------------------------

4.8500% - 5.0000%                             2            53,985,000         2.6       4.8649           81
5.0001% - 5.2500%                             1            24,000,000         1.2       5.2200          114
5.2501% - 5.5000%                            13           117,621,058         5.7       5.4209          118
5.5001% - 5.7500%                            60           866,983,226        41.7       5.6312          117
5.7501% - 6.0000%                            65           489,622,205        23.6       5.8488          112
6.0001% - 6.2500%                            47           368,962,122        17.7       6.1205          111
6.2501% - 6.6600%                            25           157,856,545         7.6       6.3673          107
-------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                     213       $ 2,079,030,155       100.0%      5.7886%         113
=============================================================================================================


                                                         WEIGHTED       WEIGHTED   WEIGHTED
                                          WEIGHTED        AVERAGE        AVERAGE    AVERAGE
                                           AVERAGE           DSCR   CUT-OFF DATE    BALLOON
MORTGAGE RATE (%)                         DSCR (X)   AFTER IO (X)        LTV (%)    LTV (%)
-------------------------------------------------------------------------------------------

4.8500% - 5.0000%                            2.29          2.29           55.0      55.0
5.0001% - 5.2500%                            1.51          1.21           79.2      67.4
5.2501% - 5.5000%                            1.66          1.46           67.3      60.7
5.5001% - 5.7500%                            1.58          1.38           67.3      60.0
5.7501% - 6.0000%                            1.46          1.31           70.4      62.0
6.0001% - 6.2500%                            1.47          1.38           71.0      64.1
6.2501% - 6.6600%                            1.38          1.30           70.3      62.5
-------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      1.54X         1.38X          68.7%     61.4%
===========================================================================================


Minimum: 4.8500%
Maximum: 6.6600%
Weighted Average: 5.7886%



REMAINING TERMS TO STATED MATURITY OR ARD

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

                                                                          PERCENT BY   WEIGHTED      WEIGHTED
                                          NUMBER OF         AGGREGATE      AGGREGATE    AVERAGE       AVERAGE
REMAINING TERM TO STATED                  MORTGAGE       CUT-OFF DATE   CUT-OFF DATE   MORTGAGE     REMAINING
MATURITY (MOS.)                             LOANS         BALANCE ($)    BALANCE (%)   RATE (%)   TERM (MOS.)
-------------------------------------------------------------------------------------------------------------

55 - 60                                       8            68,993,973         3.3       5.9701           58
61 - 84                                      10           156,842,401         7.5       5.6864           79
85 - 120                                    194         1,844,261,781        88.7       5.7920          118
121 - 123                                     1             8,932,000         0.4       5.4700          123
-------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                     213       $ 2,079,030,155       100.0%      5.7886%         113
=============================================================================================================


                                                         WEIGHTED       WEIGHTED   WEIGHTED
                                          WEIGHTED        AVERAGE        AVERAGE    AVERAGE
REMAINING TERM TO STATED                   AVERAGE           DSCR   CUT-OFF DATE    BALLOON
MATURITY (MOS.)                           DSCR (X)   AFTER IO (X)        LTV (%)    LTV (%)
-------------------------------------------------------------------------------------------

55 - 60                                      1.51          1.36           62.3      59.9
61 - 84                                      1.82          1.74           65.8      62.9
85 - 120                                     1.52          1.35           69.2      61.4
121 - 123                                    1.53          1.26           62.0      51.9
-------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      1.54X         1.38X          68.7%     61.4%
===========================================================================================


Minimum: 55 mos.
Maximum: 123 mos.
Weighted Average: 113 mos.


                                       A-3



                                   APPENDIX A
                           MORTGAGE POOL INFORMATION



DEBT SERVICE COVERAGE RATIOS

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


                                                                          PERCENT BY   WEIGHTED      WEIGHTED
                                          NUMBER OF         AGGREGATE      AGGREGATE    AVERAGE       AVERAGE
                                          MORTGAGE       CUT-OFF DATE   CUT-OFF DATE   MORTGAGE     REMAINING
DEBT SERVICE COVERAGE RATIO (X)             LOANS         BALANCE ($)    BALANCE (%)   RATE (%)   TERM (MOS.)
-------------------------------------------------------------------------------------------------------------

1.11 - 1.20                                  15           134,166,595         6.5       5.8705          119
1.21 - 1.30                                  39           186,132,027         9.0       5.9239          116
1.31 - 1.40                                  36           349,785,392        16.8       5.9624          110
1.41 - 1.50                                  42           454,372,921        21.9       5.8492          115
1.51 - 1.60                                  28           383,898,729        18.5       5.6955          116
1.61 - 1.70                                  16           149,687,243         7.2       5.6241          115
1.71 - 1.80                                   8            74,337,482         3.6       5.9146          111
1.81 - 1.90                                  15            98,385,830         4.7       5.8289          105
1.91 - 2.00                                   1           155,000,000         7.5       5.6375          120
2.01 - 2.10                                   2            10,924,789         0.5       5.9221           90
2.11 - 2.20                                   2            10,250,000         0.5       5.5640          117
2.21 - 2.30                                   4            32,494,148         1.6       5.0105           87
2.31 - 2.50                                   3            34,455,000         1.7       5.0095           89
2.51 - 2.88                                   2             5,140,000         0.2       5.5744          118
-------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                     213       $ 2,079,030,155       100.0%      5.7886%         113
=============================================================================================================


                                                         WEIGHTED       WEIGHTED   WEIGHTED
                                          WEIGHTED        AVERAGE        AVERAGE    AVERAGE
                                           AVERAGE           DSCR   CUT-OFF DATE    BALLOON
DEBT SERVICE COVERAGE RATIO (X)           DSCR (X)   AFTER IO (X)        LTV (%)    LTV (%)
-------------------------------------------------------------------------------------------

1.11 - 1.20                                  1.19          1.19           73.2      61.9
1.21 - 1.30                                  1.25          1.25           70.3      59.1
1.31 - 1.40                                  1.38          1.26           71.8      64.5
1.41 - 1.50                                  1.45          1.25           73.2      67.2
1.51 - 1.60                                  1.53          1.30           75.0      66.7
1.61 - 1.70                                  1.66          1.48           66.9      58.9
1.71 - 1.80                                  1.73          1.57           65.3      55.5
1.81 - 1.90                                  1.86          1.73           62.0      55.5
1.91 - 2.00                                  1.99          1.64           44.3      41.3
2.01 - 2.10                                  2.05          1.80           58.9      50.1
2.11 - 2.20                                  2.12          2.12           55.8      55.8
2.21 - 2.30                                  2.24          2.23           52.7      51.8
2.31 - 2.50                                  2.33          2.32           53.7      53.5
2.51 - 2.88                                  2.86          2.86           39.0      39.0
-------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      1.54X         1.38X          68.7%     61.4%
===========================================================================================


Minimum: 1.11x
Maximum: 2.88x
Weighted Average: 1.54x



DEBT SERVICE COVERAGE RATIOS AFTER IO PERIOD

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


                                                                          PERCENT BY   WEIGHTED      WEIGHTED
                                          NUMBER OF         AGGREGATE      AGGREGATE    AVERAGE       AVERAGE
DEBT SERVICE COVERAGE                     MORTGAGE       CUT-OFF DATE   CUT-OFF DATE   MORTGAGE     REMAINING
RATIO AFTER IO PERIOD (X)                   LOANS         BALANCE ($)    BALANCE (%)   RATE (%)   TERM (MOS.)
-------------------------------------------------------------------------------------------------------------

1.10 - 1.20                                  32           471,546,595        22.7       5.8577          112
1.21 - 1.30                                  69           689,049,027        33.1       5.7764          115
1.31 - 1.40                                  41           319,320,392        15.4       5.9091          118
1.41 - 1.50                                  19           107,932,921         5.2       5.7829          117
1.51 - 1.60                                  19            89,886,729         4.3       5.9111          115
1.61 - 1.70                                   9           219,062,243        10.5       5.6665          117
1.71 - 1.80                                   3            36,497,482         1.8       5.9021          103
1.81 - 1.90                                   9            58,695,830         2.8       5.8469           96
1.91 - 2.00                                   2             3,000,000         0.1       6.0250          119
2.01 - 2.10                                   1             4,699,789         0.2       6.1500           55
2.11 - 2.20                                   2            10,250,000         0.5       5.5640          117
2.21 - 2.30                                   3            30,994,148         1.5       4.9723           86
2.31 - 2.50                                   2            32,955,000         1.6       4.9530           88
2.51 - 2.88                                   2             5,140,000         0.2       5.5744          118
-------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                     213       $ 2,079,030,155       100.0%      5.7886%         113
=============================================================================================================


                                                         WEIGHTED       WEIGHTED   WEIGHTED
                                          WEIGHTED        AVERAGE        AVERAGE    AVERAGE
DEBT SERVICE COVERAGE                      AVERAGE           DSCR   CUT-OFF DATE    BALLOON
RATIO AFTER IO PERIOD (X)                 DSCR (X)   AFTER IO (X)        LTV (%)    LTV (%)
-------------------------------------------------------------------------------------------

1.10 - 1.20                                  1.34          1.18           74.0      66.0
1.21 - 1.30                                  1.43          1.24           74.2      65.9
1.31 - 1.40                                  1.50          1.36           69.4      62.1
1.41 - 1.50                                  1.56          1.45           69.5      63.2
1.51 - 1.60                                  1.68          1.55           62.9      54.1
1.61 - 1.70                                  1.90          1.64           49.8      44.9
1.71 - 1.80                                  1.73          1.73           64.2      53.4
1.81 - 1.90                                  1.85          1.85           63.6      56.7
1.91 - 2.00                                  2.32          1.96           46.9      42.0
2.01 - 2.10                                  2.05          2.05           51.1      44.3
2.11 - 2.20                                  2.12          2.12           55.8      55.8
2.21 - 2.30                                  2.24          2.24           53.3      52.6
2.31 - 2.50                                  2.33          2.33           53.7      53.7
2.51 - 2.88                                  2.86          2.86           39.0      39.0
-------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      1.54X         1.38X          68.7%     61.4%
===========================================================================================


Minimum: 1.10x
Maximum: 2.88x
Weighted Average: 1.38x


                                       A-4



                                   APPENDIX A
                           MORTGAGE POOL INFORMATION



CUT-OFF DATE LOAN-TO-VALUE RATIOS

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


                                                                          PERCENT BY   WEIGHTED      WEIGHTED
                                          NUMBER OF         AGGREGATE      AGGREGATE    AVERAGE       AVERAGE
CUT-OFF DATE                              MORTGAGE       CUT-OFF DATE   CUT-OFF DATE   MORTGAGE     REMAINING
LOAN-TO-VALUE RATIO (%)                     LOANS         BALANCE ($)    BALANCE (%)   RATE (%)   TERM (MOS.)
-------------------------------------------------------------------------------------------------------------

36.8% - 40.0%                                 6            12,629,678         0.6       5.7369          118
40.1% - 45.0%                                 3           159,591,175         7.7       5.6418          120
45.1% - 50.0%                                 4            16,888,834         0.8       5.4739          118
50.1% - 55.0%                                14            88,089,383         4.2       5.5517           99
55.1% - 60.0%                                14            91,179,421         4.4       5.5027          107
60.1% - 65.0%                                37           257,006,912        12.4       5.8061          106
65.1% - 70.0%                                37           274,373,286        13.2       5.9653          112
70.1% - 75.0%                                56           540,054,228        26.0       5.8567          117
75.1% - 80.0%                                40           616,227,412        29.6       5.7779          115
80.1% - 80.3%                                 2            22,989,826         1.1       5.4904          117
-------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                     213       $ 2,079,030,155       100.0%      5.7886%         113
=============================================================================================================


                                                         WEIGHTED       WEIGHTED   WEIGHTED
                                          WEIGHTED        AVERAGE        AVERAGE    AVERAGE
CUT-OFF DATE                               AVERAGE           DSCR   CUT-OFF DATE    BALLOON
LOAN-TO-VALUE RATIO (%)                   DSCR (X)   AFTER IO (X)        LTV (%)    LTV (%)
-------------------------------------------------------------------------------------------

36.8% - 40.0%                                2.38          2.34           39.0      34.4
40.1% - 45.0%                                1.98          1.64           44.3      41.2
45.1% - 50.0%                                2.02          2.02           47.9      44.9
50.1% - 55.0%                                1.93          1.78           54.0      50.5
55.1% - 60.0%                                1.74          1.69           57.3      51.3
60.1% - 65.0%                                1.51          1.42           62.7      55.0
65.1% - 70.0%                                1.50          1.39           68.2      59.2
70.1% - 75.0%                                1.45          1.32           72.9      65.8
75.1% - 80.0%                                1.43          1.22           78.7      70.0
80.1% - 80.3%                                1.48          1.23           80.1      73.8
-------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      1.54X         1.38X          68.7%     61.4%
===========================================================================================


Minimum: 36.8%
Maximum: 80.3%
Weighted Average: 68.7%



BALLOON LOAN-TO-VALUE RATIOS

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


                                                                          PERCENT BY   WEIGHTED      WEIGHTED
                                          NUMBER OF         AGGREGATE      AGGREGATE    AVERAGE       AVERAGE
                                          MORTGAGE       CUT-OFF DATE   CUT-OFF DATE   MORTGAGE     REMAINING
BALLOON LOAN-TO-VALUE RATIO (%)              LOANS         BALANCE ($)    BALANCE (%)   RATE (%)   TERM (MOS.)
-------------------------------------------------------------------------------------------------------------

25.3% - 30.0%                                 1             2,195,530         0.1       5.8800          119
30.1% - 35.0%                                 2             3,794,148         0.2       5.8492          118
35.1% - 40.0%                                 8            20,061,701         1.0       5.6536          118
40.1% - 45.0%                                 6           166,930,776         8.0       5.6714          118
45.1% - 50.0%                                23           127,167,639         6.1       5.7738          118
50.1% - 55.0%                                30           201,501,912         9.7       5.6915          111
55.1% - 60.0%                                37           249,022,702        12.0       5.8737          105
60.1% - 65.0%                                50           383,659,970        18.5       5.8202          112
65.1% - 70.0%                                38           501,610,347        24.1       5.7883          116
70.1% - 75.0%                                17           417,585,430        20.1       5.8109          114
75.1% - 75.8%                                 1             5,500,000         0.3       5.9400           57
-------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                     213       $ 2,079,030,155       100.0%      5.7886%         113
=============================================================================================================


                                                         WEIGHTED       WEIGHTED   WEIGHTED
                                          WEIGHTED        AVERAGE        AVERAGE    AVERAGE
                                           AVERAGE           DSCR   CUT-OFF DATE    BALLOON
BALLOON LOAN-TO-VALUE RATIO (%)           DSCR (X)   AFTER IO (X)        LTV (%)    LTV (%)
-------------------------------------------------------------------------------------------

25.3% - 30.0%                                1.53          1.53           38.5      25.3
30.1% - 35.0%                                2.26          2.26           39.1      33.2
35.1% - 40.0%                                1.99          1.96           45.0      37.9
40.1% - 45.0%                                1.97          1.64           44.8      41.5
45.1% - 50.0%                                1.68          1.61           58.9      48.2
50.1% - 55.0%                                1.58          1.51           60.6      52.9
55.1% - 60.0%                                1.51          1.41           65.6      57.8
60.1% - 65.0%                                1.47          1.38           70.8      62.1
65.1% - 70.0%                                1.45          1.24           75.6      67.7
70.1% - 75.0%                                1.46          1.27           78.3      72.9
75.1% - 75.8%                                1.51          1.27           79.7      75.8
-------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      1.54X         1.38X          68.7%     61.4%
===========================================================================================


Minimum: 25.3%
Maximum: 75.8%
Weighted Average: 61.4%


                                       A-5



                                   APPENDIX A
                                     GROUP 1
                            MORTGAGE POOL INFORMATION



MORTGAGE LOAN SELLERS

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


                                                                          PERCENT BY   WEIGHTED      WEIGHTED
                                          NUMBER OF         AGGREGATE      AGGREGATE    AVERAGE       AVERAGE
                                          MORTGAGE       CUT-OFF DATE   CUT-OFF DATE   MORTGAGE     REMAINING
LOAN SELLER                                LOANS         BALANCE ($)    BALANCE (%)   RATE (%)   TERM (MOS.)
-------------------------------------------------------------------------------------------------------------

Prudential Mortgage Capital Funding          27           703,070,105        37.3       5.6778          116
Bear Stearns Commercial Mortgage, Inc.       37           390,002,466        20.7       5.8073          111
Wells Fargo Bank, N.A.                       61           387,039,333        20.5       6.0420          115
Principal Commercial Funding II, LLC         35           189,964,894        10.1       6.0198          111
Principal Commercial Funding, LLC            14           118,124,878         6.3       5.2713          101
Nationwide Life Insurance Co.                11            96,157,452         5.1       5.8254          119
-------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                     185       $ 1,884,359,127       100.0%      5.7959%         113
=============================================================================================================


                                                         WEIGHTED       WEIGHTED   WEIGHTED
                                          WEIGHTED        AVERAGE        AVERAGE    AVERAGE
                                           AVERAGE           DSCR   CUT-OFF DATE    BALLOON
LOAN SELLER                               DSCR (X)   AFTER IO (X)        LTV (%)    LTV (%)
-------------------------------------------------------------------------------------------

Prudential Mortgage Capital Funding          1.57          1.33           67.7      60.7
Bear Stearns Commercial Mortgage, Inc.       1.59          1.42           69.5      62.7
Wells Fargo Bank, N.A.                       1.47          1.36           70.8      63.0
Principal Commercial Funding II, LLC         1.43          1.31           69.0      60.8
Principal Commercial Funding, LLC            1.85          1.83           63.6      61.2
Nationwide Life Insurance Co.                1.50          1.43           68.7      58.3
-------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      1.55X         1.39X          68.6%     61.5%
===========================================================================================




CUT-OFF DATE BALANCES

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

                                                                          PERCENT BY   WEIGHTED      WEIGHTED
                                          NUMBER OF         AGGREGATE      AGGREGATE    AVERAGE       AVERAGE
                                          MORTGAGE       CUT-OFF DATE   CUT-OFF DATE   MORTGAGE     REMAINING
CUT-OFF DATE BALANCE ($)                    LOANS         BALANCE ($)    BALANCE (%)   RATE (%)   TERM (MOS.)
-------------------------------------------------------------------------------------------------------------

800,000 - 2,000,000                          28            44,203,731         2.3       6.0868          116
2,000,001 - 3,000,000                        20            47,914,230         2.5       5.8913          118
3,000,001 - 5,000,000                        36           140,222,435         7.4       5.8889          116
5,000,001 - 7,000,000                        25           154,936,071         8.2       5.7768          109
7,000,001 - 9,000,000                        26           209,922,892        11.1       5.8649          117
9,000,001 - 11,000,000                        9            87,704,528         4.7       6.0285          120
11,000,001 - 13,000,000                       8            99,304,950         5.3       5.7509          111
13,000,001 - 15,000,000                       5            70,229,358         3.7       5.9774          111
15,000,001 - 17,000,000                       4            63,788,056         3.4       5.8598          119
17,000,001 - 19,000,000                       4            72,129,754         3.8       5.7177          119
19,000,001 - 21,000,000                       5           102,323,123         5.4       5.7650          118
21,000,001 - 31,000,000                       8           218,330,000        11.6       5.6085           91
31,000,001 - 41,000,000                       1            36,350,000         1.9       5.8600          118
41,000,001 - 61,000,000                       3           135,000,000         7.2       6.1307          119
61,000,001 - 156,500,000                      3           402,000,000        21.3       5.6155          119
-------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                     185       $ 1,884,359,127       100.0%      5.7959%         113
=============================================================================================================


                                                         WEIGHTED       WEIGHTED   WEIGHTED
                                          WEIGHTED        AVERAGE        AVERAGE    AVERAGE
                                           AVERAGE           DSCR   CUT-OFF DATE    BALLOON
CUT-OFF DATE BALANCE ($)                  DSCR (X)   AFTER IO (X)        LTV (%)    LTV (%)
-------------------------------------------------------------------------------------------

800,000 - 2,000,000                          1.46          1.40           65.6      55.2
2,000,001 - 3,000,000                        1.56          1.53           60.7      52.2
3,000,001 - 5,000,000                        1.45          1.38           66.5      56.4
5,000,001 - 7,000,000                        1.63          1.53           68.8      61.3
7,000,001 - 9,000,000                        1.50          1.36           70.3      61.5
9,000,001 - 11,000,000                       1.34          1.25           71.3      63.3
11,000,001 - 13,000,000                      1.60          1.43           70.1      62.2
13,000,001 - 15,000,000                      1.49          1.33           69.4      61.3
15,000,001 - 17,000,000                      1.49          1.34           66.8      58.6
17,000,001 - 19,000,000                      1.47          1.41           63.7      54.0
19,000,001 - 21,000,000                      1.53          1.34           72.6      65.3
21,000,001 - 31,000,000                      1.64          1.47           68.4      64.5
31,000,001 - 41,000,000                      1.41          1.18           79.5      71.8
41,000,001 - 61,000,000                      1.47          1.33           75.0      71.6
61,000,001 - 156,500,000                     1.67          1.38           65.9      59.4
-------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      1.55X         1.39X          68.6%     61.5%
===========================================================================================


Minimum: $800,000
Maximum: $156,500,000
Average: $10,185,725


                                       A-6



                                   APPENDIX A
                                     GROUP 1
                            MORTGAGE POOL INFORMATION



STATES

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

                                                                          PERCENT BY   WEIGHTED      WEIGHTED
                                          NUMBER OF         AGGREGATE      AGGREGATE    AVERAGE       AVERAGE
                                          MORTGAGED      CUT-OFF DATE   CUT-OFF DATE   MORTGAGE     REMAINING
STATE                                    PROPERTIES       BALANCE ($)    BALANCE (%)   RATE (%)   TERM (MOS.)
-------------------------------------------------------------------------------------------------------------

New York                                      9           292,169,844        15.5       5.6824          119
California                                   45           278,839,892        14.8       5.8325          112
  Southern California                        29           200,094,147        10.6       5.8408          109
  Northern California                        16            78,745,745         4.2       5.8115          119
Michigan                                      3           170,472,599         9.0       5.5918          118
Ohio                                         16           136,525,807         7.2       5.9362          118
Texas                                        16            89,553,249         4.8       6.0580          102
Florida                                      12            88,597,774         4.7       5.8844          119
Georgia                                       7            79,282,161         4.2       5.7789          103
Virginia                                     12            71,776,171         3.8       6.0241          119
Colorado                                      8            71,257,245         3.8       5.8403           85
Minnesota                                     5            64,886,830         3.4       6.1485          119
Maryland                                      7            59,402,211         3.2       5.3988          101
Pennsylvania                                  4            56,767,274         3.0       5.7796          118
Illinois                                      4            50,711,028         2.7       5.8897          118
Wisconsin                                     4            46,037,398         2.4       5.5021          116
Arizona                                       8            38,817,568         2.1       6.0295          112
Nebraska                                      2            28,213,901         1.5       5.9953          118
New Hampshire                                 1            26,785,000         1.4       4.8800           81
Indiana                                       4            24,460,353         1.3       6.1219          120
Massachusetts                                 5            24,326,114         1.3       5.9832          118
Connecticut                                   5            20,981,324         1.1       5.9483          118
Vermont                                       1            20,500,000         1.1       5.4370          117
Iowa                                          3            19,032,117         1.0       5.5162          116
Tennessee                                     3            16,891,498         0.9       5.8249          118
Washington                                    2            14,846,134         0.8       5.8883          118
New Jersey                                    2            14,445,530         0.8       5.5442          116
North Dakota                                  2            14,122,860         0.7       6.3038          120
Missouri                                      3            12,273,210         0.7       5.7306          117
South Carolina                                3            11,632,396         0.6       5.7472          118
Nevada                                        4            11,341,632         0.6       5.9865          116
Kentucky                                      1             6,250,000         0.3       5.5730          116
Oregon                                        1             6,170,000         0.3       5.2700          117
Mississippi                                   1             3,983,665         0.2       5.9070          117
Montana                                       1             3,497,323         0.2       6.3000          119
North Carolina                                1             3,151,467         0.2       5.7535          116
New Mexico                                    1             2,415,000         0.1       6.3700           71
Utah                                          1             2,388,841         0.1       6.2200          115
Rhode Island                                  1             1,553,711         0.1       6.0000          119
-------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                     208       $ 1,884,359,127       100.0%      5.7959%         113
=============================================================================================================


                                                         WEIGHTED       WEIGHTED   WEIGHTED
                                          WEIGHTED        AVERAGE        AVERAGE    AVERAGE
                                           AVERAGE           DSCR   CUT-OFF DATE    BALLOON
STATE                                     DSCR (X)   AFTER IO (X)        LTV (%)    LTV (%)
-------------------------------------------------------------------------------------------

New York                                     1.75          1.46           57.5      51.9
California                                   1.49          1.39           64.7      56.9
  Southern California                        1.50          1.43           65.0      57.4
  Northern California                        1.47          1.30           63.8      55.5
Michigan                                     1.49          1.25           79.3      70.8
Ohio                                         1.52          1.31           74.0      66.3
Texas                                        1.44          1.29           74.1      67.1
Florida                                      1.51          1.50           68.7      63.8
Georgia                                      1.50          1.29           69.0      64.0
Virginia                                     1.50          1.38           71.2      61.3
Colorado                                     1.49          1.32           64.2      60.1
Minnesota                                    1.42          1.28           75.8      67.8
Maryland                                     1.82          1.74           65.5      60.6
Pennsylvania                                 1.51          1.28           72.7      65.3
Illinois                                     1.41          1.26           74.9      68.5
Wisconsin                                    1.47          1.24           78.0      65.6
Arizona                                      1.45          1.38           65.9      57.4
Nebraska                                     1.30          1.30           70.9      61.1
New Hampshire                                2.34          2.34           54.7      54.7
Indiana                                      1.25          1.25           74.8      64.5
Massachusetts                                1.59          1.41           67.4      58.3
Connecticut                                  1.64          1.39           67.5      57.4
Vermont                                      1.51          1.23           80.1      74.5
Iowa                                         1.48          1.38           76.0      72.5
Tennessee                                    1.42          1.31           72.2      60.9
Washington                                   1.78          1.78           71.7      60.5
New Jersey                                   1.67          1.41           68.1      59.6
North Dakota                                 1.21          1.21           75.6      64.8
Missouri                                     1.43          1.43           74.4      71.6
South Carolina                               1.57          1.41           72.3      58.0
Nevada                                       1.47          1.40           65.6      56.9
Kentucky                                     2.12          2.12           61.3      61.3
Oregon                                       2.31          2.31           49.4      49.4
Mississippi                                  1.69          1.69           73.8      57.4
Montana                                      1.36          1.36           60.8      52.2
North Carolina                               1.72          1.72           63.1      48.9
New Mexico                                   1.39          1.20           78.0      74.5
Utah                                         1.54          1.54           68.1      58.5
Rhode Island                                 1.23          1.23           76.2      64.8
-------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      1.55X         1.39X          68.6%     61.5%
===========================================================================================



                                       A-7



                                   APPENDIX A
                                     GROUP 1
                            MORTGAGE POOL INFORMATION



PROPERTY TYPES

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

                                                                          PERCENT BY   WEIGHTED      WEIGHTED
                                          NUMBER OF         AGGREGATE      AGGREGATE    AVERAGE       AVERAGE
                                          MORTGAGED      CUT-OFF DATE   CUT-OFF DATE   MORTGAGE     REMAINING
PROPERTY TYPE                            PROPERTIES       BALANCE ($)    BALANCE (%)   RATE (%)   TERM (MOS.)
-------------------------------------------------------------------------------------------------------------

Retail                                       90           847,224,191        45.0       5.6569          115
Office                                       41           520,527,953        27.6       5.8873          115
Industrial                                   38           246,928,157        13.1       5.8663          108
Hospitality                                  24           168,219,026         8.9       6.0792          106
Mixed Use                                     6            46,565,000         2.5       5.8349          119
Other                                         1            20,350,000         1.1       5.6700          117
Self Storage                                  6            19,750,435         1.0       6.0281          118
Multifamily                                   1             7,800,000         0.4       5.6800          119
Manufactured Housing Community                1             6,994,365         0.4       6.1100          119
-------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                     208       $ 1,884,359,127       100.0%      5.7959%         113
=============================================================================================================


                                                         WEIGHTED       WEIGHTED   WEIGHTED
                                          WEIGHTED        AVERAGE        AVERAGE    AVERAGE
                                           AVERAGE           DSCR   CUT-OFF DATE    BALLOON
PROPERTY TYPE                             DSCR (X)   AFTER IO (X)        LTV (%)    LTV (%)
-------------------------------------------------------------------------------------------

Retail                                       1.53          1.37           71.2      64.0
Office                                       1.60          1.37           64.0      58.3
Industrial                                   1.45          1.33           71.2      63.5
Hospitality                                  1.72          1.65           67.3      56.3
Mixed Use                                    1.60          1.42           63.7      59.7
Other                                        1.56          1.29           73.2      65.8
Self Storage                                 1.58          1.46           67.1      54.8
Multifamily                                  1.46          1.21           68.7      64.1
Manufactured Housing Community               1.31          1.31           76.8      65.5
-------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      1.55X         1.39X          68.6%     61.5%
===========================================================================================




MORTGAGE RATES

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

                                                                          PERCENT BY   WEIGHTED      WEIGHTED
                                          NUMBER OF         AGGREGATE      AGGREGATE    AVERAGE       AVERAGE
                                          MORTGAGE       CUT-OFF DATE   CUT-OFF DATE   MORTGAGE     REMAINING
MORTGAGE RATE (%)                           LOANS         BALANCE ($)    BALANCE (%)   RATE (%)   TERM (MOS.)
-------------------------------------------------------------------------------------------------------------

4.8500% - 5.0000%                             2            53,985,000         2.9       4.8649           81
5.0001% - 5.2500%                             1            24,000,000         1.3       5.2200          114
5.2501% - 5.5000%                            11            94,636,187         5.0       5.4256          118
5.5001% - 5.7500%                            47           752,823,167        40.0       5.6310          117
5.7501% - 6.0000%                            58           456,060,000        24.2       5.8506          112
6.0001% - 6.2500%                            45           355,834,220        18.9       6.1193          113
6.2501% - 6.6600%                            21           147,020,554         7.8       6.3624          109
-------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                     185       $ 1,884,359,127       100.0%      5.7959%         113
=============================================================================================================


                                                         WEIGHTED       WEIGHTED   WEIGHTED
                                          WEIGHTED        AVERAGE        AVERAGE    AVERAGE
                                           AVERAGE           DSCR   CUT-OFF DATE    BALLOON
MORTGAGE RATE (%)                         DSCR (X)   AFTER IO (X)        LTV (%)    LTV (%)
-------------------------------------------------------------------------------------------

4.8500% - 5.0000%                            2.29          2.29           55.0      55.0
5.0001% - 5.2500%                            1.51          1.21           79.2      67.4
5.2501% - 5.5000%                            1.66          1.48           66.6      59.9
5.5001% - 5.7500%                            1.61          1.38           66.9      60.1
5.7501% - 6.0000%                            1.47          1.32           70.2      61.9
6.0001% - 6.2500%                            1.47          1.38           71.3      64.3
6.2501% - 6.6600%                            1.39          1.30           71.0      63.0
-------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      1.55X         1.39X          68.6%     61.5%
===========================================================================================


Minimum: 4.8500%
Maximum: 6.6600%
Weighted Average: 5.7959%



REMAINING TERMS TO STATED MATURITY OR ARD

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

                                                                          PERCENT BY   WEIGHTED      WEIGHTED
                                          NUMBER OF         AGGREGATE      AGGREGATE    AVERAGE       AVERAGE
REMAINING TERM TO STATED                  MORTGAGE       CUT-OFF DATE   CUT-OFF DATE   MORTGAGE     REMAINING
MATURITY (MOS.)                             LOANS         BALANCE ($)    BALANCE (%)   RATE (%)   TERM (MOS.)
-------------------------------------------------------------------------------------------------------------

55 - 60                                       5            51,004,789         2.7       5.8659           58
61 - 84                                      10           156,842,401         8.3       5.6864           79
85 - 120                                    169         1,667,579,938        88.5       5.8058          118
121 - 123                                     1             8,932,000         0.5       5.4700          123
-------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                     185       $ 1,884,359,127       100.0%      5.7959%         113
=============================================================================================================


                                                         WEIGHTED       WEIGHTED   WEIGHTED
                                          WEIGHTED        AVERAGE        AVERAGE    AVERAGE
REMAINING TERM TO STATED                   AVERAGE           DSCR   CUT-OFF DATE    BALLOON
MATURITY (MOS.)                           DSCR (X)   AFTER IO (X)        LTV (%)    LTV (%)
-------------------------------------------------------------------------------------------

55 - 60                                      1.56          1.41           63.3      61.0
61 - 84                                      1.82          1.74           65.8      62.9
85 - 120                                     1.53          1.36           69.1      61.4
121 - 123                                    1.53          1.26           62.0      51.9
-------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      1.55X         1.39X          68.6%     61.5%
===========================================================================================


Minimum: 55 mos.
Maximum: 123 mos.
Weighted Average: 113 mos.


                                       A-8



                                   APPENDIX A
                                     GROUP 1
                            MORTGAGE POOL INFORMATION



DEBT SERVICE COVERAGE RATIOS

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


                                                                          PERCENT BY   WEIGHTED      WEIGHTED
                                          NUMBER OF         AGGREGATE      AGGREGATE    AVERAGE       AVERAGE
                                          MORTGAGE       CUT-OFF DATE   CUT-OFF DATE   MORTGAGE     REMAINING
DEBT SERVICE COVERAGE RATIO (X)             LOANS         BALANCE ($)    BALANCE (%)   RATE (%)   TERM (MOS.)
-------------------------------------------------------------------------------------------------------------

1.15 - 1.20                                   9            72,896,097         3.9       6.0327          120
1.21 - 1.30                                  31           140,713,044         7.5       5.9565          118
1.31 - 1.40                                  35           348,107,490        18.5       5.9617          110
1.41 - 1.50                                  35           410,709,276        21.8       5.8528          116
1.51 - 1.60                                  26           368,398,729        19.6       5.6944          116
1.61 - 1.70                                  15           131,687,243         7.0       5.6564          115
1.71 - 1.80                                   8            74,337,482         3.9       5.9146          111
1.81 - 1.90                                  15            98,385,830         5.2       5.8289          105
1.91 - 2.00                                   1           155,000,000         8.2       5.6375          120
2.01 - 2.10                                   2            10,924,789         0.6       5.9221           90
2.11 - 2.20                                   1             6,250,000         0.3       5.5730          116
2.21 - 2.30                                   4            32,494,148         1.7       5.0105           87
2.31 - 2.34                                   3            34,455,000         1.8       5.0095           89
-------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                     185       $ 1,884,359,127       100.0%      5.7959%         113
=============================================================================================================


                                                         WEIGHTED       WEIGHTED   WEIGHTED
                                          WEIGHTED        AVERAGE        AVERAGE    AVERAGE
                                           AVERAGE           DSCR   CUT-OFF DATE    BALLOON
DEBT SERVICE COVERAGE RATIO (X)           DSCR (X)   AFTER IO (X)        LTV (%)    LTV (%)
-------------------------------------------------------------------------------------------

1.15 - 1.20                                  1.19          1.19           74.5      63.8
1.21 - 1.30                                  1.25          1.25           71.0      59.3
1.31 - 1.40                                  1.38          1.26           71.8      64.6
1.41 - 1.50                                  1.45          1.25           73.4      67.4
1.51 - 1.60                                  1.53          1.30           75.2      66.9
1.61 - 1.70                                  1.66          1.49           66.1      57.7
1.71 - 1.80                                  1.73          1.57           65.3      55.5
1.81 - 1.90                                  1.86          1.73           62.0      55.5
1.91 - 2.00                                  1.99          1.64           44.3      41.3
2.01 - 2.10                                  2.05          1.80           58.9      50.1
2.11 - 2.20                                  2.12          2.12           61.3      61.3
2.21 - 2.30                                  2.24          2.23           52.7      51.8
2.31 - 2.34                                  2.33          2.32           53.7      53.5
-------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      1.55X         1.39X          68.6%     61.5%
===========================================================================================


Minimum: 1.15x
Maximum: 2.34x
Weighted Average: 1.55x



DEBT SERVICE COVERAGE RATIOS AFTER IO PERIOD

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


                                                                          PERCENT BY   WEIGHTED      WEIGHTED
                                          NUMBER OF         AGGREGATE      AGGREGATE    AVERAGE       AVERAGE
DEBT SERVICE COVERAGE                     MORTGAGE       CUT-OFF DATE   CUT-OFF DATE   MORTGAGE     REMAINING
RATIO AFTER IO PERIOD (X)                   LOANS         BALANCE ($)    BALANCE (%)   RATE (%)   TERM (MOS.)
-------------------------------------------------------------------------------------------------------------

1.10 - 1.20                                  24           393,351,097        20.9       5.8928          111
1.21 - 1.30                                  56           607,775,044        32.3       5.7665          116
1.31 - 1.40                                  39           299,642,490        15.9       5.9392          118
1.41 - 1.50                                  17           101,549,276         5.4       5.7991          117
1.51 - 1.60                                  19            89,886,729         4.8       5.9111          115
1.61 - 1.70                                   9           219,062,243        11.6       5.6665          117
1.71 - 1.80                                   3            36,497,482         1.9       5.9021          103
1.81 - 1.90                                   9            58,695,830         3.1       5.8469           96
1.91 - 2.00                                   2             3,000,000         0.2       6.0250          119
2.01 - 2.10                                   1             4,699,789         0.2       6.1500           55
2.11 - 2.20                                   1             6,250,000         0.3       5.5730          116
2.21 - 2.30                                   3            30,994,148         1.6       4.9723           86
2.31 - 2.34                                   2            32,955,000         1.7       4.9530           88
-------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                     185       $ 1,884,359,127       100.0%      5.7959%         113
=============================================================================================================


                                                         WEIGHTED       WEIGHTED   WEIGHTED
                                          WEIGHTED        AVERAGE        AVERAGE    AVERAGE
DEBT SERVICE COVERAGE                      AVERAGE           DSCR   CUT-OFF DATE    BALLOON
RATIO AFTER IO PERIOD (X)                 DSCR (X)   AFTER IO (X)        LTV (%)    LTV (%)
-------------------------------------------------------------------------------------------

1.10 - 1.20                                  1.36          1.18           74.2      66.7
1.21 - 1.30                                  1.44          1.24           74.9      66.7
1.31 - 1.40                                  1.49          1.36           69.2      61.8
1.41 - 1.50                                  1.56          1.45           69.9      63.9
1.51 - 1.60                                  1.68          1.55           62.9      54.1
1.61 - 1.70                                  1.90          1.64           49.8      44.9
1.71 - 1.80                                  1.73          1.73           64.2      53.4
1.81 - 1.90                                  1.85          1.85           63.6      56.7
1.91 - 2.00                                  2.32          1.96           46.9      42.0
2.01 - 2.10                                  2.05          2.05           51.1      44.3
2.11 - 2.20                                  2.12          2.12           61.3      61.3
2.21 - 2.30                                  2.24          2.24           53.3      52.6
2.31 - 2.34                                  2.33          2.33           53.7      53.7
-------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      1.55X         1.39X          68.6%     61.5%
===========================================================================================


Minimum: 1.10x
Maximum: 2.34x
Weighted Average: 1.39x


                                       A-9



                                   APPENDIX A
                                     GROUP 1
                            MORTGAGE POOL INFORMATION



CUT-OFF DATE LOAN-TO-VALUE RATIOS

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


                                                                          PERCENT BY   WEIGHTED      WEIGHTED
                                          NUMBER OF         AGGREGATE      AGGREGATE    AVERAGE       AVERAGE
CUT-OFF DATE                              MORTGAGE       CUT-OFF DATE   CUT-OFF DATE   MORTGAGE     REMAINING
LOAN-TO-VALUE RATIO (%)                     LOANS         BALANCE ($)    BALANCE (%)   RATE (%)   TERM (MOS.)
-------------------------------------------------------------------------------------------------------------

38.1% - 40.0%                                 4             7,489,678         0.4       5.8484          119
40.1% - 45.0%                                 3           159,591,175         8.5       5.6418          120
45.1% - 50.0%                                 3            12,888,834         0.7       5.4503          118
50.1% - 55.0%                                12            81,550,199         4.3       5.4796          102
55.1% - 60.0%                                13            89,780,646         4.8       5.4982          107
60.1% - 65.0%                                33           223,454,432        11.9       5.8081          107
65.1% - 70.0%                                32           246,030,798        13.1       5.9882          111
70.1% - 75.0%                                50           470,424,192        25.0       5.8929          117
75.1% - 80.0%                                33           570,159,348        30.3       5.7829          115
80.1% - 80.3%                                 2            22,989,826         1.2       5.4904          117
-------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                     185       $ 1,884,359,127       100.0%      5.7959%         113
=============================================================================================================


                                                         WEIGHTED       WEIGHTED   WEIGHTED
                                          WEIGHTED        AVERAGE        AVERAGE    AVERAGE
CUT-OFF DATE                               AVERAGE           DSCR   CUT-OFF DATE    BALLOON
LOAN-TO-VALUE RATIO (%)                   DSCR (X)   AFTER IO (X)        LTV (%)    LTV (%)
-------------------------------------------------------------------------------------------

38.1% - 40.0%                                2.05          1.98           39.0      31.3
40.1% - 45.0%                                1.98          1.64           44.3      41.2
45.1% - 50.0%                                1.99          1.99           48.2      44.2
50.1% - 55.0%                                1.98          1.82           53.9      50.4
55.1% - 60.0%                                1.74          1.69           57.3      51.4
60.1% - 65.0%                                1.53          1.44           62.7      54.9
65.1% - 70.0%                                1.53          1.41           68.1      59.5
70.1% - 75.0%                                1.46          1.33           73.0      66.3
75.1% - 80.0%                                1.43          1.22           78.7      70.1
80.1% - 80.3%                                1.48          1.23           80.1      73.8
-------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      1.55X         1.39X          68.6%     61.5%
===========================================================================================


Minimum: 38.1%
Maximum: 80.3%
Weighted Average: 68.6%



BALLOON LOAN-TO-VALUE RATIOS

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


                                                                          PERCENT BY   WEIGHTED      WEIGHTED
                                          NUMBER OF         AGGREGATE      AGGREGATE    AVERAGE       AVERAGE
                                          MORTGAGE       CUT-OFF DATE   CUT-OFF DATE   MORTGAGE     REMAINING
BALLOON LOAN-TO-VALUE RATIO (%)             LOANS         BALANCE ($)    BALANCE (%)   RATE (%)   TERM (MOS.)
-------------------------------------------------------------------------------------------------------------

25.3% - 30.0%                                 1             2,195,530         0.1       5.8800          119
30.1% - 35.0%                                 2             3,794,148         0.2       5.8492          118
35.1% - 40.0%                                 6            14,921,701         0.8       5.6808          118
40.1% - 45.0%                                 6           166,930,776         8.9       5.6714          118
45.1% - 50.0%                                20           117,587,480         6.2       5.7899          118
50.1% - 55.0%                                26           182,060,246         9.7       5.6774          113
55.1% - 60.0%                                30           202,533,698        10.7       5.8695          105
60.1% - 65.0%                                46           329,624,996        17.5       5.8461          111
65.1% - 70.0%                                31           455,550,123        24.2       5.8045          116
70.1% - 75.0%                                16           403,660,430        21.4       5.8165          114
75.1% - 75.8%                                 1             5,500,000         0.3       5.9400           57
-------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                     185       $ 1,884,359,127       100.0%      5.7959%         113
=============================================================================================================


                                                         WEIGHTED       WEIGHTED   WEIGHTED
                                          WEIGHTED        AVERAGE        AVERAGE    AVERAGE
                                           AVERAGE           DSCR   CUT-OFF DATE    BALLOON
BALLOON LOAN-TO-VALUE RATIO (%)           DSCR (X)   AFTER IO (X)        LTV (%)    LTV (%)
-------------------------------------------------------------------------------------------

25.3% - 30.0%                                1.53          1.53           38.5      25.3
30.1% - 35.0%                                2.26          2.26           39.1      33.2
35.1% - 40.0%                                1.69          1.65           47.1      37.5
40.1% - 45.0%                                1.97          1.64           44.8      41.5
45.1% - 50.0%                                1.68          1.62           59.0      48.3
50.1% - 55.0%                                1.61          1.53           60.7      53.1
55.1% - 60.0%                                1.55          1.45           65.5      57.7
60.1% - 65.0%                                1.52          1.41           70.5      62.2
65.1% - 70.0%                                1.44          1.23           75.5      67.7
70.1% - 75.0%                                1.46          1.27           78.3      72.8
75.1% - 75.8%                                1.51          1.27           79.7      75.8
-------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      1.55X         1.39X          68.6%     61.5%
===========================================================================================


Minimum: 25.3%
Maximum: 75.8%
Weighted Average: 61.5%


                                      A-10



                                   APPENDIX A
                                     GROUP 2
                            MORTGAGE POOL INFORMATION



MORTGAGE LOAN SELLERS

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

                                                                          PERCENT BY   WEIGHTED      WEIGHTED
                                          NUMBER OF         AGGREGATE      AGGREGATE    AVERAGE       AVERAGE
                                          MORTGAGE       CUT-OFF DATE   CUT-OFF DATE   MORTGAGE     REMAINING
LOAN SELLER                                 LOANS         BALANCE ($)    BALANCE (%)   RATE (%)   TERM (MOS.)
-------------------------------------------------------------------------------------------------------------

Prudential Mortgage Capital Funding          10            98,010,532        50.3       5.6555          118
Wells Fargo Bank, N.A.                        7            34,474,224        17.7       5.9412           99
Bear Stearns Commercial Mortgage, Inc.        5            31,789,694        16.3       5.7170          106
Principal Commercial Funding II, LLC          5            22,340,000        11.5       5.6751          118
Nationwide Life Insurance Co.                 1             8,056,579         4.1       5.6400          117
-------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      28       $   194,671,028       100.0%      5.7177%         113
=============================================================================================================


                                                         WEIGHTED       WEIGHTED   WEIGHTED
                                          WEIGHTED        AVERAGE        AVERAGE    AVERAGE
                                           AVERAGE           DSCR   CUT-OFF DATE    BALLOON
LOAN SELLER                               DSCR (X)   AFTER IO (X)        LTV (%)    LTV (%)
-------------------------------------------------------------------------------------------

Prudential Mortgage Capital Funding          1.29          1.22           71.7      61.2
Wells Fargo Bank, N.A.                       1.32          1.25           65.5      57.5
Bear Stearns Commercial Mortgage, Inc.       1.51          1.32           68.2      62.4
Principal Commercial Funding II, LLC         1.92          1.77           63.8      57.5
Nationwide Life Insurance Co.                1.29          1.29           79.8      67.3
-------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      1.40X         1.31X          69.5%     60.6%
===========================================================================================




CUT-OFF DATE BALANCES

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

                                                                          PERCENT BY   WEIGHTED      WEIGHTED
                                          NUMBER OF         AGGREGATE      AGGREGATE    AVERAGE       AVERAGE
                                          MORTGAGE       CUT-OFF DATE   CUT-OFF DATE   MORTGAGE     REMAINING
CUT-OFF DATE BALANCE ($)                    LOANS         BALANCE ($)    BALANCE (%)   RATE (%)   TERM (MOS.)
-------------------------------------------------------------------------------------------------------------

1,140,000 - 2,000,000                         4             6,015,322         3.1       6.0251          119
2,000,001 - 3,000,000                         4            10,348,455         5.3       6.1727          102
3,000,001 - 5,000,000                         5            20,860,146        10.7       5.6816          107
5,000,001 - 7,000,000                         4            24,533,348        12.6       5.7441          118
7,000,001 - 9,000,000                         5            38,330,443        19.7       5.6835          118
9,000,001 - 11,000,000                        2            18,274,100         9.4       5.7301          118
11,000,001 - 13,000,000                       1            11,450,000         5.9       6.1600           59
13,000,001 - 15,000,000                       1            13,925,000         7.2       5.6500          119
15,000,001 - 18,000,000                       1            18,000,000         9.2       5.3880          118
18,000,001 - 32,934,213                       1            32,934,213        16.9       5.6100          118
-------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      28       $   194,671,028       100.0%      5.7177%         113
=============================================================================================================


                                                         WEIGHTED       WEIGHTED   WEIGHTED
                                          WEIGHTED        AVERAGE        AVERAGE    AVERAGE
                                           AVERAGE           DSCR   CUT-OFF DATE    BALLOON
CUT-OFF DATE BALANCE ($)                  DSCR (X)   AFTER IO (X)        LTV (%)    LTV (%)
-------------------------------------------------------------------------------------------

1,140,000 - 2,000,000                        1.62          1.62           64.5      54.6
2,000,001 - 3,000,000                        1.36          1.25           66.7      59.7
3,000,001 - 5,000,000                        1.76          1.76           55.4      47.4
5,000,001 - 7,000,000                        1.37          1.24           76.1      65.0
7,000,001 - 9,000,000                        1.23          1.23           70.4      59.4
9,000,001 - 11,000,000                       1.37          1.24           67.1      58.0
11,000,001 - 13,000,000                      1.44          1.23           62.6      59.7
13,000,001 - 15,000,000                      1.45          1.20           79.1      73.8
15,000,001 - 18,000,000                      1.69          1.37           72.4      67.3
18,000,001 - 32,934,213                      1.20          1.20           72.1      60.7
-------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      1.40X         1.31X          69.5%     60.6%
===========================================================================================


Minimum: $1,140,000
Maximum: $32,934,213
Average: $6,952,537


                                      A-11



                                   APPENDIX A
                                     GROUP 2
                            MORTGAGE POOL INFORMATION



STATES

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

                                                                          PERCENT BY   WEIGHTED      WEIGHTED
                                          NUMBER OF         AGGREGATE      AGGREGATE    AVERAGE       AVERAGE
                                          MORTGAGED      CUT-OFF DATE   CUT-OFF DATE   MORTGAGE     REMAINING
STATE                                    PROPERTIES       BALANCE ($)    BALANCE (%)   RATE (%)   TERM (MOS.)
-------------------------------------------------------------------------------------------------------------

Texas                                         5            38,982,952        20.0       5.6468          118
Louisiana                                     1            32,934,213        16.9       5.6100          118
California                                    3            26,849,912        13.8       5.8645           93
  Northern California                         2            18,793,333         9.7       5.9607           82
  Southern California                         1             8,056,579         4.1       5.6400          117
Arizona                                       2            16,807,231         8.6       5.7384          117
Connecticut                                   1            13,925,000         7.2       5.6500          119
Ohio                                          2            12,987,839         6.7       5.7109          119
New Jersey                                    3             9,140,000         4.7       5.5637          118
Washington                                    1             7,917,610         4.1       5.5400          119
Pennsylvania                                  2             7,181,384         3.7       5.6846          118
New York                                      2             6,539,185         3.4       6.4510           58
Tennessee                                     1             6,300,000         3.2       5.7000          118
U.S. Virgin Islands                           1             5,245,509         2.7       5.8790          119
Georgia                                       1             4,984,870         2.6       5.4500          117
Minnesota                                     1             1,798,646         0.9       6.3600          119
Alaska                                        1             1,677,902         0.9       6.1100          119
Michigan                                      1             1,398,775         0.7       5.7900          119
-------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      28       $   194,671,028       100.0%      5.7177%         113
=============================================================================================================


                                                         WEIGHTED       WEIGHTED   WEIGHTED
                                          WEIGHTED        AVERAGE        AVERAGE    AVERAGE
                                           AVERAGE           DSCR   CUT-OFF DATE    BALLOON
STATE                                     DSCR (X)   AFTER IO (X)        LTV (%)    LTV (%)
-------------------------------------------------------------------------------------------

Texas                                        1.52          1.30           70.3      63.1
Louisiana                                    1.20          1.20           72.1      60.7
California                                   1.33          1.24           69.1      61.2
  Northern California                        1.35          1.22           64.5      58.5
  Southern California                        1.29          1.29           79.8      67.3
Arizona                                      1.21          1.21           70.5      59.6
Connecticut                                  1.45          1.20           79.1      73.8
Ohio                                         1.34          1.21           78.1      66.7
New Jersey                                   2.54          2.54           42.5      42.5
Washington                                   1.26          1.26           60.4      50.7
Pennsylvania                                 1.24          1.15           72.2      54.3
New York                                     1.25          1.25           54.4      51.1
Tennessee                                    1.53          1.27           77.8      67.1
U.S. Virgin Islands                          1.26          1.26           69.0      58.5
Georgia                                      1.50          1.50           63.1      52.9
Minnesota                                    1.20          1.20           79.9      68.7
Alaska                                       1.38          1.38           73.0      57.0
Michigan                                     1.47          1.47           56.9      48.1
-------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      1.40X         1.31X          69.5%     60.6%
===========================================================================================




PROPERTY TYPES

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

                                                                          PERCENT BY   WEIGHTED      WEIGHTED
                                          NUMBER OF         AGGREGATE      AGGREGATE    AVERAGE       AVERAGE
                                          MORTGAGED      CUT-OFF DATE   CUT-OFF DATE   MORTGAGE     REMAINING
PROPERTY TYPE                            PROPERTIES       BALANCE ($)    BALANCE (%)   RATE (%)   TERM (MOS.)
-------------------------------------------------------------------------------------------------------------

Multifamily                                  27           183,221,028        94.1       5.6901          116
Manufactured Housing Community                1            11,450,000         5.9       6.1600           59
-------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      28       $   194,671,028       100.0%      5.7177%         113
=============================================================================================================


                                                         WEIGHTED       WEIGHTED   WEIGHTED
                                          WEIGHTED        AVERAGE        AVERAGE    AVERAGE
                                           AVERAGE           DSCR   CUT-OFF DATE    BALLOON
PROPERTY TYPE                             DSCR (X)   AFTER IO (X)        LTV (%)    LTV (%)
-------------------------------------------------------------------------------------------

Multifamily                                  1.40          1.31           69.9      60.6
Manufactured Housing Community               1.44          1.23           62.6      59.7
-------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      1.40X         1.31X          69.5%     60.6%
===========================================================================================




MORTGAGE RATES

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

                                                                          PERCENT BY   WEIGHTED      WEIGHTED
                                          NUMBER OF         AGGREGATE      AGGREGATE    AVERAGE       AVERAGE
                                          MORTGAGE       CUT-OFF DATE   CUT-OFF DATE   MORTGAGE     REMAINING
MORTGAGE RATE (%)                           LOANS         BALANCE ($)    BALANCE (%)   RATE (%)   TERM (MOS.)
-------------------------------------------------------------------------------------------------------------

5.3880% - 5.5000%                             2            22,984,870        11.8       5.4014          118
5.5001% - 5.7500%                            13           114,160,059        58.6       5.6323          118
5.7501% - 6.0000%                             7            33,562,205        17.2       5.8235          118
6.0001% - 6.2500%                             2            13,127,902         6.7       6.1536           67
6.2501% - 6.4510%                             4            10,835,991         5.6       6.4334           82
-------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      28       $   194,671,028       100.0%      5.7177%         113
=============================================================================================================


                                                         WEIGHTED       WEIGHTED   WEIGHTED
                                          WEIGHTED        AVERAGE        AVERAGE    AVERAGE
                                           AVERAGE           DSCR   CUT-OFF DATE    BALLOON
MORTGAGE RATE (%)                         DSCR (X)   AFTER IO (X)        LTV (%)    LTV (%)
-------------------------------------------------------------------------------------------

5.3880% - 5.5000%                            1.65          1.40           70.4      64.2
5.5001% - 5.7500%                            1.39          1.32           69.7      59.9
5.7501% - 6.0000%                            1.31          1.23           72.9      62.5
6.0001% - 6.2500%                            1.43          1.25           63.9      59.4
6.2501% - 6.4510%                            1.25          1.25           61.2      55.3
-------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      1.40X         1.31X          69.5%     60.6%
===========================================================================================


Minimum: 5.3880%
Maximum: 6.4510%
Weighted Average: 5.7177%


                                      A-12



                                   APPENDIX A
                                     GROUP 2
                            MORTGAGE POOL INFORMATION



REMAINING TERMS TO STATED MATURITY OR ARD

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

                                                                          PERCENT BY   WEIGHTED      WEIGHTED
                                          NUMBER OF         AGGREGATE      AGGREGATE    AVERAGE       AVERAGE
REMAINING TERM TO STATED                  MORTGAGE       CUT-OFF DATE   CUT-OFF DATE   MORTGAGE     REMAINING
MATURITY (MOS.)                             LOANS         BALANCE ($)    BALANCE (%)   RATE (%)   TERM (MOS.)
-------------------------------------------------------------------------------------------------------------

58 - 60                                       3            17,989,185         9.2       6.2658           59
85 - 119                                     25           176,681,843        90.8       5.6619          118
-------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      28       $   194,671,028       100.0%      5.7177%         113
=============================================================================================================


                                                         WEIGHTED       WEIGHTED   WEIGHTED
                                          WEIGHTED        AVERAGE        AVERAGE    AVERAGE
REMAINING TERM TO STATED                   AVERAGE           DSCR   CUT-OFF DATE    BALLOON
MATURITY (MOS.)                           DSCR (X)   AFTER IO (X)        LTV (%)    LTV (%)
-------------------------------------------------------------------------------------------

58 - 60                                      1.37          1.24           59.6      56.6
85 - 119                                     1.41          1.31           70.5      61.0
-------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      1.40X         1.31X          69.5%     60.6%
===========================================================================================


Minimum: 58 mos.
Maximum: 119 mos.
Weighted Average: 113 mos.



DEBT SERVICE COVERAGE RATIOS

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


                                                                          PERCENT BY   WEIGHTED      WEIGHTED
                                          NUMBER OF         AGGREGATE      AGGREGATE    AVERAGE       AVERAGE
                                          MORTGAGE       CUT-OFF DATE   CUT-OFF DATE   MORTGAGE     REMAINING
DEBT SERVICE COVERAGE RATIO (X)             LOANS         BALANCE ($)    BALANCE (%)   RATE (%)   TERM (MOS.)
-------------------------------------------------------------------------------------------------------------

1.11 - 1.20                                   6            61,270,498        31.5       5.6776          118
1.21 - 1.30                                   8            45,418,983        23.3       5.8229          109
1.31 - 1.40                                   1             1,677,902         0.9       6.1100          119
1.41 - 1.50                                   7            43,663,645        22.4       5.8156          103
1.51 - 1.60                                   2            15,500,000         8.0       5.7237          119
1.61 - 1.70                                   1            18,000,000         9.2       5.3880          118
1.71 - 2.88                                   3             9,140,000         4.7       5.5637          118
-------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      28       $   194,671,028       100.0%      5.7177%         113
=============================================================================================================


                                                         WEIGHTED       WEIGHTED   WEIGHTED
                                          WEIGHTED        AVERAGE        AVERAGE    AVERAGE
                                           AVERAGE           DSCR   CUT-OFF DATE    BALLOON
DEBT SERVICE COVERAGE RATIO (X)           DSCR (X)   AFTER IO (X)        LTV (%)    LTV (%)
-------------------------------------------------------------------------------------------

1.11 - 1.20                                  1.19          1.19           71.6      59.5
1.21 - 1.30                                  1.25          1.25           68.3      58.4
1.31 - 1.40                                  1.38          1.38           73.0      57.0
1.41 - 1.50                                  1.45          1.25           71.7      65.2
1.51 - 1.60                                  1.52          1.26           70.1      61.2
1.61 - 1.70                                  1.69          1.37           72.4      67.3
1.71 - 2.88                                  2.54          2.54           42.5      42.5
-------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      1.40X         1.31X          69.5%     60.6%
===========================================================================================


Minimum: 1.11x
Maximum: 2.88x
Weighted Average: 1.40x



DEBT SERVICE COVERAGE RATIOS AFTER IO PERIOD

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


                                                                          PERCENT BY   WEIGHTED      WEIGHTED
                                          NUMBER OF         AGGREGATE      AGGREGATE    AVERAGE       AVERAGE
DEBT SERVICE COVERAGE                     MORTGAGE       CUT-OFF DATE   CUT-OFF DATE   MORTGAGE     REMAINING
RATIO AFTER IO PERIOD (X)                   LOANS         BALANCE ($)    BALANCE (%)   RATE (%)   TERM (MOS.)
-------------------------------------------------------------------------------------------------------------

1.11 - 1.20                                   8            78,195,498        40.2       5.6812          118
1.21 - 1.30                                  13            81,273,983        41.7       5.8503          105
1.31 - 1.40                                   2            19,677,902        10.1       5.4496          118
1.41 - 1.50                                   2             6,383,645         3.3       5.5245          117
1.61 - 2.88                                   3             9,140,000         4.7       5.5637          118
-------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      28       $   194,671,028       100.0%      5.7177%         113
=============================================================================================================


                                                         WEIGHTED       WEIGHTED   WEIGHTED
                                          WEIGHTED        AVERAGE        AVERAGE    AVERAGE
DEBT SERVICE COVERAGE                      AVERAGE           DSCR   CUT-OFF DATE    BALLOON
RATIO AFTER IO PERIOD (X)                 DSCR (X)   AFTER IO (X)        LTV (%)    LTV (%)
-------------------------------------------------------------------------------------------

1.11 - 1.20                                  1.25          1.20           73.1      62.3
1.21 - 1.30                                  1.35          1.25           68.9      60.2
1.31 - 1.40                                  1.66          1.37           72.5      66.4
1.41 - 1.50                                  1.49          1.49           61.7      51.8
1.61 - 2.88                                  2.54          2.54           42.5      42.5
-------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      1.40X         1.31X          69.5%     60.6%
===========================================================================================


Minimum: 1.11x
Maximum: 2.88x
Weighted Average: 1.31x


                                      A-13



                                   APPENDIX A
                                     GROUP 2
                            MORTGAGE POOL INFORMATION



CUT-OFF DATE LOAN-TO-VALUE RATIOS

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


                                                                          PERCENT BY   WEIGHTED      WEIGHTED
                                          NUMBER OF         AGGREGATE      AGGREGATE    AVERAGE       AVERAGE
CUT-OFF DATE                              MORTGAGE       CUT-OFF DATE   CUT-OFF DATE   MORTGAGE     REMAINING
LOAN-TO-VALUE RATIO (%)                     LOANS         BALANCE ($)    BALANCE (%)   RATE (%)   TERM (MOS.)
-------------------------------------------------------------------------------------------------------------

36.8% - 45.0%                                 2             5,140,000         2.6       5.5744          118
45.1% - 50.0%                                 1             4,000,000         2.1       5.5500          118
50.1% - 55.0%                                 2             6,539,185         3.4       6.4510           58
55.1% - 60.0%                                 1             1,398,775         0.7       5.7900          119
60.1% - 65.0%                                 4            33,552,481        17.2       5.7930           98
65.1% - 70.0%                                 5            28,342,487        14.6       5.7667          118
70.1% - 75.0%                                 6            69,630,036        35.8       5.6124          118
75.1% - 79.9%                                 7            46,068,064        23.7       5.7163          118
-------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      28       $   194,671,028       100.0%      5.7177%         113
=============================================================================================================


                                                         WEIGHTED       WEIGHTED   WEIGHTED
                                          WEIGHTED        AVERAGE        AVERAGE    AVERAGE
CUT-OFF DATE                               AVERAGE           DSCR   CUT-OFF DATE    BALLOON
LOAN-TO-VALUE RATIO (%)                   DSCR (X)   AFTER IO (X)        LTV (%)    LTV (%)
-------------------------------------------------------------------------------------------

36.8% - 45.0%                                2.86          2.86           39.0      39.0
45.1% - 50.0%                                2.13          2.13           47.1      47.1
50.1% - 55.0%                                1.25          1.25           54.4      51.1
55.1% - 60.0%                                1.47          1.47           56.9      48.1
60.1% - 65.0%                                1.43          1.29           62.8      55.9
65.1% - 70.0%                                1.21          1.21           68.6      56.0
70.1% - 75.0%                                1.34          1.25           72.2      62.6
75.1% - 79.9%                                1.39          1.23           78.6      69.1
-------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      1.40X         1.31X          69.5%     60.6%
===========================================================================================


Minimum: 36.8%
Maximum: 79.9%
Weighted Average: 69.5%



BALLOON LOAN-TO-VALUE RATIOS

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


                                                                          PERCENT BY   WEIGHTED      WEIGHTED
                                          NUMBER OF         AGGREGATE      AGGREGATE    AVERAGE       AVERAGE
                                          MORTGAGE       CUT-OFF DATE   CUT-OFF DATE   MORTGAGE     REMAINING
BALLOON LOAN-TO-VALUE RATIO (%)             LOANS         BALANCE ($)    BALANCE (%)   RATE (%)   TERM (MOS.)
-------------------------------------------------------------------------------------------------------------

36.8% - 40.0%                                 2             5,140,000         2.6       5.5744          118
45.1% - 50.0%                                 3             9,580,159         4.9       5.5763          118
50.1% - 55.0%                                 4            19,441,665        10.0       5.8233           98
55.1% - 60.0%                                 7            46,489,005        23.9       5.8920          104
60.1% - 65.0%                                 4            54,034,974        27.8       5.6625          118
65.1% - 70.0%                                 7            46,060,225        23.7       5.6280          118
70.1% - 73.8%                                 1            13,925,000         7.2       5.6500          119
-------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      28       $   194,671,028       100.0%      5.7177%         113
=============================================================================================================


                                                         WEIGHTED       WEIGHTED   WEIGHTED
                                          WEIGHTED        AVERAGE        AVERAGE    AVERAGE
                                           AVERAGE           DSCR   CUT-OFF DATE    BALLOON
BALLOON LOAN-TO-VALUE RATIO (%)           DSCR (X)   AFTER IO (X)        LTV (%)    LTV (%)
-------------------------------------------------------------------------------------------

36.8% - 40.0%                                2.86          2.86           39.0      39.0
45.1% - 50.0%                                1.59          1.59           58.4      46.5
50.1% - 55.0%                                1.32          1.32           59.1      51.4
55.1% - 60.0%                                1.34          1.24           66.4      58.2
60.1% - 65.0%                                1.20          1.20           72.6      61.3
65.1% - 70.0%                                1.52          1.29           76.0      67.4
70.1% - 73.8%                                1.45          1.20           79.1      73.8
------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      1.40X         1.31X          69.5%     60.6%
==========================================================================================


Minimum: 36.8%
Maximum: 73.8%
Weighted Average: 60.6%


                                      A-14



BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC., SERIES 2006-PWR12

APPENDIX B - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED
PROPERTIES



                                                                                     % OF                    % OF APPLICABLE
         CMSA        CMSA                                                        INITIAL POOL   LOAN GROUP     LOAN GROUP
 ID    LOAN NO.  PROPERTY NO.  PROPERTY NAME (1)                                   BALANCE     (ONE OR TWO)      BALANCE
-----  --------  ------------  ------------------------------------------------  ------------  ------------  ---------------

  1       1         1-001      Woodland Mall                                         7.5%           1             8.3%
  2       2         2-001      1675 Broadway                                         7.5%           1             8.2%
  3       3         3-001      Orange Plaza                                          4.4%           1             4.8%
  4       4                    Broken Sound Portfolio                                2.3%           1             2.5%
 4-a                4-001      5900 Broken Sound Plaza                               0.6%                         0.7%
 4-b                4-002      6000 Broken Sound Plaza                               0.6%                         0.6%
 4-c                4-003      Rogers Circle                                         0.5%                         0.5%
 4-d                4-004      Newhouse Business Center                              0.4%                         0.4%
 4-e                4-005      Colonnade Plaza                                       0.2%                         0.3%
  5       5         5-001      Southdale Office Centre                               2.1%           1             2.4%
  6       6         6-001      Tower at Erieview                                     2.1%           1             2.3%
  7       7                    Embassy Office Park - Pool A                          1.7%           1             1.9%
 7-a                7-001      3875 Embassy Parkway Building                         0.6%                         0.7%
 7-b                7-002      3700 Embassy Parkway Building                         0.4%                         0.5%
 7-c                7-003      4040 Embassy Parkway Building                         0.3%                         0.3%
 7-d                7-004      3560 West Market Office Building                      0.2%                         0.3%
 7-e                7-005      3500 Embassy Parkway Building                         0.2%                         0.2%
  8       8         8-001      Calypso Bay Apartments                                1.6%           2             16.9%
  9       9                    Titan Portfolio                                       1.5%           1             1.6%
 9-a                9-001      Titan - San Antonio                                   0.8%                         0.9%
 9-b                9-002      Titan - El Paso                                       0.4%                         0.4%
 9-c                9-003      Titan - McAllen                                       0.2%                         0.2%
 9-d                9-004      Titan - Santa Teresa                                  0.1%                         0.1%
 10       10        10-001     Stone Mountain Square                                 1.5%           1             1.6%
 11       11                   Embassy Office Park - Pool B                          1.4%           1             1.5%
11-a                11-001     3925 Embassy Parkway Building                         0.5%                         0.5%
11-b                11-002     4000 Embassy Parkway Building                         0.3%                         0.3%
11-c                11-003     3737 Embassy Parkway Building                         0.3%                         0.3%
11-d                11-004     3770 Embassy Parkway Building                         0.2%                         0.2%
11-e                11-005     5399 Lauby Road Building                              0.1%                         0.2%
 12       12        12-001     Centre at Laurel                                      1.3%           1             1.4%
 13       13        13-001     Tuscany Plaza                                         1.3%           1             1.4%
 14       14        14-001     Monandnock Marketplace                                1.3%           1             1.4%
 15       15        15-001     Brown Deer Business Park                              1.2%           1             1.3%
 16       16        16-001     Gwinnett Regional Distribution Center                 1.1%           1             1.2%
 17       17        17-001     Ardmore West Shopping Center                          1.0%           1             1.1%
 18       18                   InTown Suites Portfolio                               1.0%           1             1.1%
18-a                18-001     Virginia Beach                                        0.3%                         0.3%
18-b                18-002     Fairfield                                             0.2%                         0.2%
18-c                18-003     Jonesboro                                             0.2%                         0.2%
18-d                18-004     Buford Highway                                        0.2%                         0.2%
18-e                18-005     Pressley Road                                         0.2%                         0.2%
 19       19        19-001     The Gateway Shopping Center                           1.0%           1             1.1%
 20       20        20-001     Philadelphia Airport Parking                          1.0%           1             1.1%
 21       21        21-001     Hickory Palos Square                                  0.9%           1             1.0%
 22       22        22-001     Los Coches Village                                    0.9%           1             1.0%
 23       23        23-001     1314 Douglas Street                                   0.9%           1             1.0%
 24       24        24-001     Reserve at Woodbridge                                 0.9%           2             9.2%
 25       25        25-001     South Santa Fe Avenue                                 0.8%           1             0.9%
 26       26        26-001     Brandon Crossings                                     0.8%           1             0.9%
 27       27        27-001     Baylor Medical Plaza                                  0.5%           1             0.6%
 28       28        28-001     Baylor Surgicare Grapevine                            0.3%           1             0.3%
 29       29        29-001     29-35 9th Avenue                                      0.8%           1             0.9%
 30       30        30-001     Sweetwater Square                                     0.8%           1             0.9%
 31       31        31-001     Bed, Bath and Beyond Center                           0.7%           1             0.8%
 32       32        32-001     The Coliseum Center                                   0.7%           1             0.8%
 33       33        33-001     Quad at Lowry IV                                      0.7%           1             0.8%
 34       34        34-001     Marriott Courtyard Solana Beach                       0.7%           1             0.8%
 35       35        35-001     McHenry Town Center                                   0.7%           1             0.7%
 36       36        36-001     Hunter's Crossing Apartments                          0.7%           2             7.2%
 37       37        37-001     American Business Center                              0.7%           1             0.7%
 38       38        38-001     Hilton Garden Inn Glastonbury                         0.6%           1             0.7%
 39       39        39-001     Meadows Plaza                                         0.6%           1             0.7%
 40       40        40-001     Hampton Inn Suites                                    0.6%           1             0.7%
 41       41        41-001     Data Point                                            0.6%           1             0.7%
 42       42        42-001     44th Street Tower                                     0.6%           1             0.7%
 43       43        43-001     Mattress Discounters                                  0.6%           1             0.7%
 44       44        44-001     9 Finderne Avenue                                     0.6%           1             0.7%
 45       45        45-001     Wadsworth Boulevard Marketplace                       0.6%           1             0.6%
 46       46        46-001     Coyote Creek Mobile Home Park                         0.6%           2             5.9%
 47       47        47-001     City Center, Oakland                                  0.5%           1             0.6%
 48       48        48-001     Nicolet Office Center                                 0.5%           1             0.6%
 49       49        49-001     5150 Center Street                                    0.5%           1             0.5%
 50       50        50-001     Woodlake Center                                       0.5%           1             0.5%
 51       51                   Arcadia Village SC & Fiesta Shops West                0.5%           1             0.5%
51-a                51-001     Arcadia Village SC                                    0.4%                         0.4%
51-b                51-002     Fiesta Shops West                                     0.1%                         0.1%
 52       52        52-001     940 N Central                                         0.5%           1             0.5%
 53       53        53-001     Tri-City Pavilions                                    0.5%           1             0.5%
 54       54        54-001     MacArthur Fairview Park                               0.4%           1             0.5%
 55       55        55-001     McCallum Highlands                                    0.4%           2             4.7%
 56       56        56-001     1300 Virginia Drive                                   0.4%           1             0.5%
 57       57        57-001     Villa Monterey Apartments                             0.4%           2             4.7%
 58       58        58-001     Bellevue Plaza                                        0.4%           1             0.5%
 59       59        59-001     3870 Highway D                                        0.4%           1             0.5%
 60       60        60-001     770 East El Camino Real                               0.4%           1             0.5%
 61       61        61-001     Magnolia Vineland                                     0.4%           1             0.5%
 62       62        62-001     New Oak Hill Plaza                                    0.4%           1             0.5%
 63       63        63-001     Qwest Data Center                                     0.4%           1             0.5%
 64       64        64-001     Hampton Inn & Suites Bemidji                          0.4%           1             0.5%
 65       65        65-001     Bellflower Shopping Center                            0.4%           1             0.5%
 66       66        66-001     Hawthorn Suites Franklin                              0.4%           1             0.5%
 67       67        67-001     Best Western Miramar                                  0.4%           1             0.5%
 68       68        68-001     Highland Ranch                                        0.4%           1             0.4%
 69       69        69-001     La Plata Shopping Center                              0.4%           1             0.4%
 70       70        70-001     College Park Apartments                               0.4%           2             4.1%
 71       71        71-001     Micron Building                                       0.4%           1             0.4%
 72       72        72-001     Staybridge Suites - Cincinnati North                  0.4%           1             0.4%
 73       73        73-001     Best Western Potomac Mills                            0.4%           1             0.4%
 74       74        74-001     Chesterfield Square                                   0.4%           1             0.4%
 75       75        75-001     Lowell Emerson                                        0.4%           2             4.1%
 76       76        76-001     Monrovia Villas                                       0.4%           1             0.4%
 77       77        77-001     Saratoga Apartments                                   0.4%           2             4.0%
 78       78        78-001     Cooper Industrial                                     0.4%           1             0.4%
 79       79        79-001     201 West 10th Avenue                                  0.4%           1             0.4%
 80       80                   Murrietta Center & Bolsa Medical                      0.4%           1             0.4%
80-a                80-001     Murrieta Town Center East                             0.3%                         0.3%
80-b                80-002     Bolsa Medical Center                                  0.1%                         0.1%
 81       81        81-001     Parkway Plaza                                         0.4%           1             0.4%
 82       82        82-001     Tappahannock Towne Center                             0.4%           1             0.4%
 83       83        83-001     15020 Shady Grove Road                                0.4%           1             0.4%
 84       84        84-001     Cedar Hills Manor                                     0.4%           2             3.8%
 85       85        85-001     Oates Creek Apartments                                0.4%           2             3.7%
 86       86                   Creme de la Creme                                     0.3%           1             0.4%
86-a                86-001     Creme de la Creme - Allen                             0.2%                         0.2%
86-b                86-002     Creme de la Creme - Colleyville                       0.2%                         0.2%
 87       87        87-001     Thomas Road Project                                   0.3%           1             0.4%
 88       88        88-001     Holiday Inn Express - Chesapeake, VA                  0.3%           1             0.4%
 89       89        89-001     Lindale Crossing                                      0.3%           1             0.4%
 90       90        90-001     Terraces at Windy Hill                                0.3%           1             0.4%
 91       91        91-001     Camelot/Avalon MHP                                    0.3%           1             0.4%
 92       92        92-001     Radisson Hotel - Kenosha                              0.3%           1             0.4%
 93       93        93-001     Oakbrook Apartments                                   0.3%           2             3.5%
 94       94        94-001     410 North Ankeny Boulevard                            0.3%           1             0.4%
 95       95        95-001     Best Western Porterville                              0.3%           1             0.4%
 96       96        96-001     Courtyard Marriott Orlando                            0.3%           1             0.4%
 97       97        97-001     Howard Johnson San Diego                              0.3%           1             0.4%
 98       98        98-001     Days Inn Mission Bay                                  0.3%           1             0.3%
 99       99        99-001     Days Inn Encinitas                                    0.3%           1             0.3%
 100     100       100-001     Columbiana Crossing                                   0.3%           1             0.3%
 101     101       101-001     Crestview Apartments                                  0.3%           2             3.2%
 102     102       102-001     6901 Riverport Drive                                  0.3%           1             0.3%
 103     103       103-001     Fairfield Inn & Suites, (Bethlehem, PA)               0.3%           1             0.3%
 104     104       104-001     Northwest Corporate Center                            0.3%           1             0.3%
 105     105       105-001     McMinnville Market Center                             0.3%           1             0.3%
 106     106       106-001     Newport Square Apartments                             0.3%           2             3.1%
 107     107       107-001     Hannaford Plaza                                       0.3%           1             0.3%
 108     108       108-001     Laurel Commons                                        0.3%           1             0.3%
 109     109       109-001     Surprise Self Storage                                 0.3%           1             0.3%
 110     110       110-001     Albany Industrial Park                                0.2%           1             0.2%
 111     111       111-001     5075 Cameron Street Industrial Building               0.1%           1             0.1%
 112     112       112-001     Pharrs Village                                        0.3%           1             0.3%
 113     113       113-001     Meridian at Sugarloaf                                 0.3%           1             0.3%
 114     114       114-001     Rialto Square Shopping Center                         0.3%           1             0.3%
 115     115       115-001     La Tijera Shopping Center                             0.3%           1             0.3%
 116     116       116-001     2181 Logan Avenue                                     0.3%           1             0.3%
 117     117       117-001     Guinea Grove Apartments                               0.3%           2             2.7%
 118     118       118-001     Belcher Commons-Phase II                              0.2%           1             0.3%
 119     119       119-001     Plattsburgh Plaza                                     0.2%           1             0.3%
 120     120       120-001     Moore Plaza                                           0.2%           1             0.3%
 121     121       121-001     Rugby Valley Apartments                               0.2%           2             2.6%
 122     122       122-001     1337 Taylor Farm Road                                 0.2%           1             0.3%
 123     123       123-001     100 Tamal Plaza                                       0.2%           1             0.3%
 124     124       124-001     Country Inn & Suites by Carlson - Tucson              0.2%           1             0.2%
 125     125       125-001     399 Exterior Street                                   0.2%           1             0.2%
 126     126       126-001     The Willard Building                                  0.2%           1             0.2%
 127     127       127-001     Security Central Storage                              0.2%           1             0.2%
 128     128       128-001     Willow Pond Plaza                                     0.2%           1             0.2%
 129     129       129-001     1305 N. Casaloma Drive                                0.2%           1             0.2%
 130     130       130-001     Fairmount Park Apartments                             0.2%           2             2.1%
 131     131       131-001     The Shops at Stratford Hills                          0.2%           1             0.2%
 132     132       132-001     Rancho El Mirage Plaza                                0.2%           1             0.2%
 133     133       133-001     North Ranch Plaza                                     0.2%           1             0.2%
 134     134       134-001     Food Source Sacramento                                0.2%           1             0.2%
 135     135       135-001     Hillside Garden Apartments                            0.2%           2             2.1%
 136     136       136-001     Highland Terrace Apartments                           0.2%           2             2.1%
 137     137       137-001     740 Calle Plano                                       0.2%           1             0.2%
 138     138       138-001     Rite Aid - Hercules                                   0.2%           1             0.2%
 139     139       139-001     Country Inn & Suites Jackson                          0.2%           1             0.2%
 140     140       140-001     South Pointe Crossing                                 0.2%           1             0.2%
 141     141       141-001     Canon Plaza                                           0.2%           1             0.2%
 142     142       142-001     Hidden Lakes Center                                   0.2%           1             0.2%
 143     143       143-001     Staples at Doc Stone Commons                          0.2%           1             0.2%
 144     144       144-001     1240 Sherman Avenue                                   0.2%           2             1.9%
 145     145       145-001     Ethan Way Office Building                             0.2%           1             0.2%
 146     146       146-001     Desert Pointe Center                                  0.2%           1             0.2%
 147     147       147-001     PetsMart Memphis                                      0.2%           1             0.2%
 148     148       148-001     Russell Square                                        0.2%           1             0.2%
 149     149       149-001     Ennis Crossroads Shopping Center                      0.2%           1             0.2%
 150     150       150-001     Grand Avenue Parkway S/C                              0.2%           1             0.2%
 151     151       151-001     Grandview Hills Shopping Center                       0.2%           1             0.2%
 152     152       152-001     The Broadway Center                                   0.2%           1             0.2%
 153     153       153-001     Comfort Inn North Dartmouth                           0.2%           1             0.2%
 154     154       154-001     Bonita Commerce Center                                0.2%           1             0.2%
 155     155       155-001     B & H Self Storage                                    0.2%           1             0.2%
 156     156       156-001     A.J. Wright                                           0.2%           1             0.2%
 157     157       157-001     PetSmart - Riverside                                  0.1%           1             0.2%
 158     158       158-001     City Mattress Center                                  0.1%           1             0.2%
 159     159       159-001     University Square                                     0.1%           2             1.5%
 160     160                   Walgreens Ohio Portfolio                              0.1%           1             0.2%
160-a              160-001     Walgreens Akron                                       0.1%                         0.1%
160-b              160-002     Walgreens Cleveland                                   0.1%                         0.1%
 161     161       161-001     1945 Loring Place                                     0.1%           2             1.5%
 162     162       162-001     54 N. Central Avenue                                  0.1%           1             0.1%
 163     163       163-001     Downtown Self Storage                                 0.1%           1             0.1%
 164     164       164-001     Markets at Mesa Ridge                                 0.1%           1             0.1%
 165     165       165-001     1300 Post Road East                                   0.1%           1             0.1%
 166     166       166-001     Petaluma Industrial Buildings                         0.1%           1             0.1%
 167     167       167-001     Bedford Hills Apartment                               0.1%           2             1.3%
 168     168       168-001     Sam's Town Marketplace Shops                          0.1%           1             0.1%
 169     169       169-001     Lovell Center                                         0.1%           1             0.1%
 170     170       170-001     Savage Retail                                         0.1%           1             0.1%
 171     171       171-001     Long Beach Center                                     0.1%           1             0.1%
 172     172       172-001     American Self Storage - Midvale                       0.1%           1             0.1%
 173     173       173-001     Columbia Pike Gateway                                 0.1%           1             0.1%
 174     174       174-001     Bridge Street Square                                  0.1%           1             0.1%
 175     175       175-001     Winchendon Plaza                                      0.1%           1             0.1%
 176     176       176-001     Middlebrook Tech Center                               0.1%           1             0.1%
 177     177       177-001     University Oaks Plaza                                 0.1%           1             0.1%
 178     178       178-001     505 Jefferson Road                                    0.1%           1             0.1%
 179     179       179-001     Windhill/Sunbelt Industrial Properties                0.1%           1             0.1%
 180     180       180-001     Mission Plaza Retail                                  0.1%           1             0.1%
 181     181       181-001     Castle Arms Apartments                                0.1%           2             1.0%
 182     182       182-001     Crackerneck Plaza II                                  0.1%           1             0.1%
 183     183       183-001     8818 West Broad Street                                0.1%           1             0.1%
 184     184       184-001     South Tracy Industrial Building 5                     0.1%           1             0.1%
 185     185       185-001     1777 Conestoga                                        0.1%           1             0.1%
 186     186       186-001     3205 SE 192nd Avenue                                  0.1%           1             0.1%
 187     187       187-001     South Slaughter Commerce Park                         0.1%           1             0.1%
 188     188       188-001     Manchester Place                                      0.1%           2             0.9%
 189     189       189-001     10223 Sepulveda Boulevard                             0.1%           1             0.1%
 190     190       190-001     1735 U.S. Route 9                                     0.1%           1             0.1%
 191     191       191-001     4400 Blalock                                          0.1%           1             0.1%
 192     192       192-001     Washington Mutual - Westport                          0.1%           1             0.1%
 193     193       193-001     43-15 - 43-27 33rd Street                             0.1%           1             0.1%
 194     194       194-001     2 Connecticut Drive South                             0.1%           1             0.1%
 195     195       195-001     South Tracy Industrial Building 6                     0.1%           1             0.1%
 196     196       196-001     2106 North Forbes Boulevard                           0.1%           1             0.1%
 197     197       197-001     7016 Weimer Apartments                                0.1%           2             0.9%
 198     198       198-001     Thompson Thrift Building                              0.1%           1             0.1%
 199     199       199-001     Vallejo Plaza - Las Vegas                             0.1%           1             0.1%
 200     200       200-001     10 Putnam Pike (Route 44)                             0.1%           1             0.1%
 201     201       201-001     350 Pleasant Valley Road                              0.1%           1             0.1%
 202     202       202-001     2101 E. Cooley Drive                                  0.1%           1             0.1%
 203     203       203-001     9-D EZ Storage                                        0.1%           1             0.1%
 204     204       204-001     1020 36th Street SW                                   0.1%           1             0.1%
 205     205       205-001     Burtonsville Retail Center                            0.1%           1             0.1%
 206     206       206-001     The Preserve at Mallard Pond - Buildings 4 and 5      0.1%           2             0.7%
 207     207       207-001     Gannon Plaza                                          0.1%           1             0.1%
 208     208       208-001     503 32nd Street Office Building                       0.1%           1             0.1%
 209     209       209-001     125 South Bridge                                      0.1%           1             0.1%
 210     210       210-001     River Drive Village Apartments                        0.1%           2             0.6%
 211     211       211-001     13633 S. Crenshaw Boulevard                           0.0%           1             0.1%
 212     212       212-001     Sherwin Williams - Littleton                          0.0%           1             0.0%
 213     213       213-001     Vital Way Retail Center                               0.0%           1             0.0%


                    MORTGAGE                                                 CUT-OFF      BALANCE  GENERAL
          # OF        LOAN          LOAN PURPOSE           ORIGINAL             DATE  AT MATURITY  PROPERTY
  ID   PROPERTIES  SELLER (2)  (REFINANCE/ACQUISITION)  BALANCE ($)  BALANCE (3) ($)    OR ARD($)  TYPE
-----  ----------  ----------  -----------------------  -----------  ---------------  -----------  ------------------------------

  1         1         PMCF           Acquisition        156,500,000      156,500,000  140,483,727  Retail
  2         1         PMCF            Refinance         155,000,000      155,000,000  144,498,888  Office
  3         1         PMCF            Refinance          90,500,000       90,500,000   79,697,772  Retail
  4         5          WFB            Refinance          47,000,000       47,000,000   47,000,000  Various
 4-a        1          WFB                               12,560,000       12,560,000   12,560,000  Office
 4-b        1          WFB                               12,165,000       12,165,000   12,165,000  Office
 4-c        1          WFB                               10,000,000       10,000,000   10,000,000  Industrial
 4-d        1          WFB                                7,550,000        7,550,000    7,550,000  Mixed Use
 4-e        1          WFB                                4,725,000        4,725,000    4,725,000  Mixed Use
  5         1          WFB           Acquisition         44,500,000       44,500,000   41,796,550  Office
  6         1         BSCMI           Refinance          43,500,000       43,500,000   40,123,012  Office
  7         5         PMCF           Acquisition         36,350,000       36,350,000   32,809,685  Office
 7-a        1         PMCF                               13,050,000       13,050,000   11,778,992  Office
 7-b        1         PMCF                                9,000,000        9,000,000    8,123,443  Office
 7-c        1         PMCF                                5,950,000        5,950,000    5,370,498  Office
 7-d        1         PMCF                                4,775,000        4,775,000    4,309,938  Office
 7-e        1         PMCF                                3,575,000        3,575,000    3,226,813  Office
  8         1         PMCF            Refinance          33,000,000       32,934,213   27,720,597  Multifamily
  9         4        PCF II          Acquisition         30,895,000       30,895,000   29,498,328  Industrial
 9-a        1        PCF II                              16,360,000       16,360,000   15,620,413  Industrial
 9-b        1        PCF II                               7,675,000        7,675,000    7,328,036  Industrial
 9-c        1        PCF II                               4,445,000        4,445,000    4,244,055  Industrial
 9-d        1        PCF II                               2,415,000        2,415,000    2,305,825  Industrial
  10        1         BSCMI           Refinance          30,800,000       30,800,000   28,783,214  Retail
  11        5         PMCF           Acquisition         28,650,000       28,650,000   25,859,628  Office
 11-a       1         PMCF                               10,250,000       10,250,000    9,251,700  Office
 11-b       1         PMCF                                6,125,000        6,125,000    5,528,455  Office
 11-c       1         PMCF                                5,475,000        5,475,000    4,941,762  Office
 11-d       1         PMCF                                3,925,000        3,925,000    3,542,724  Office
 11-e       1         PMCF                                2,875,000        2,875,000    2,594,989  Office
  12        1          PCF           Acquisition         27,200,000       27,200,000   27,200,000  Retail
  13        1         PMCF           Acquisition         27,000,000       27,000,000   26,028,669  Office
  14        1          PCF           Acquisition         26,785,000       26,785,000   26,785,000  Retail
  15        1         PMCF            Refinance          24,000,000       24,000,000   20,432,559  Industrial
  16        1          WFB            Refinance          23,000,000       23,000,000   22,461,910  Industrial
  17        1         BSCMI           Refinance          21,000,000       21,000,000   19,629,754  Retail
  18        5         BSCMI           Refinance          21,000,000       20,873,123   16,172,207  Hospitality
 18-a       1         BSCMI                               6,390,355        6,351,746    4,921,245  Hospitality
 18-b       1         BSCMI                               4,056,165        4,031,659    3,123,673  Hospitality
 18-c       1         BSCMI                               3,799,216        3,776,262    2,925,796  Hospitality
 18-d       1         BSCMI                               3,583,641        3,561,990    2,759,780  Hospitality
 18-e       1         BSCMI                               3,170,623        3,151,467    2,441,713  Hospitality
  19        1         BSCMI           Refinance          20,500,000       20,500,000   19,064,414  Retail
  20        1         BSCMI           Refinance          20,350,000       20,350,000   18,306,199  Other
  21        1        PCF II          Acquisition         19,600,000       19,600,000   18,403,346  Retail
  22        1         PMCF           Acquisition         18,800,000       18,800,000   17,551,906  Retail
  23        1        PCF II          Acquisition         18,416,000       18,366,647   14,356,399  Office
  24        1         BSCMI          Acquisition         18,000,000       18,000,000   16,722,295  Multifamily
  25        1         NLIC            Refinance          17,500,000       17,500,000   14,726,781  Industrial
  26        1         PMCF            Refinance          17,500,000       17,463,107   14,583,017  Retail
  27        1          WFB            Refinance          10,745,000       10,745,000   10,099,719  Office
  28        1          WFB            Refinance           5,935,000        5,935,000    5,582,107  Office
  29        1         BSCMI           Refinance          16,500,000       16,500,000   15,386,775  Mixed Use
  30        1         BSCMI           Refinance          16,500,000       16,500,000   14,587,742  Retail
  31        1         BSCMI           Refinance          15,500,000       15,488,056   13,279,422  Retail
  32        1         PMCF            Refinance          15,300,000       15,300,000   12,887,066  Retail
  33        1         NLIC           Acquisition         14,500,000       14,500,000   12,856,135  Office
  34        1         BSCMI           Refinance          14,250,000       14,224,358   12,915,562  Hospitality
  35        1         BSCMI          Acquisition         14,100,000       14,100,000   12,414,969  Retail
  36        1         PMCF            Refinance          13,925,000       13,925,000   12,986,325  Multifamily
  37        1        PCF II           Refinance          13,905,000       13,905,000   12,401,146  Industrial
  38        1          WFB            Refinance          13,500,000       13,500,000   11,417,287  Hospitality
  39        1         PMCF            Refinance          13,000,000       13,000,000   11,423,546  Retail
  40        1         NLIC            Refinance          13,000,000       12,975,950   11,031,682  Hospitality
  41        1          WFB            Refinance          12,750,000       12,750,000   10,987,280  Office
  42        1         PMCF            Refinance          12,654,000       12,654,000   10,849,675  Office
  43        1          WFB           Acquisition         12,300,000       12,300,000   10,850,338  Industrial
  44        1         BSCMI           Refinance          12,250,000       12,250,000   10,971,371  Industrial
  45        1         BSCMI          Acquisition         12,025,000       12,025,000   12,025,000  Retail
  46        1          WFB            Refinance          11,450,000       11,450,000   10,910,145  Manufactured Housing Community
  47        1         PMCF            Refinance          11,350,000       11,350,000   10,220,482  Mixed Use
  48        1         NLIC            Refinance          10,870,000       10,870,000    9,298,027  Office
  49        1          PCF           Acquisition          9,847,254        9,847,254    9,847,254  Retail
  50        1         PMCF            Refinance           9,500,000        9,500,000    8,168,314  Industrial
  51        2         NLIC           Acquisition          9,500,000        9,500,000    8,092,027  Retail
 51-a       1         NLIC                                7,421,875        7,421,875    6,321,896  Retail
 51-b       1         NLIC                                2,078,125        2,078,125    1,770,130  Retail
  52        1         PMCF            Refinance           9,400,000        9,400,000    7,990,589  Industrial
  53        1        PCF II          Acquisition          9,400,000        9,400,000    8,809,366  Retail
  54        1          WFB            Refinance           9,250,000        9,250,000    7,840,076  Industrial
  55        1         PMCF            Refinance           9,200,000        9,200,000    8,120,247  Multifamily
  56        1          WFB           Acquisition          9,200,000        9,192,274    7,808,977  Office
  57        1         PMCF            Refinance           9,100,000        9,074,100    7,672,800  Multifamily
  58        1         PMCF            Refinance           9,000,000        8,974,326    7,586,195  Retail
  59        1          PCF           Acquisition          8,937,088        8,937,088    8,937,088  Retail
  60        1          PCF           Acquisition          8,932,000        8,932,000    7,469,986  Retail
  61        1         BSCMI           Refinance           8,750,000        8,750,000    8,154,767  Retail
  62        1          WFB            Refinance           8,700,000        8,700,000    7,846,532  Retail
  63        1         PMCF           Acquisition          8,700,000        8,684,680    7,429,992  Office
  64        1          WFB            Refinance           8,600,000        8,584,593    5,943,937  Hospitality
  65        1         PMCF           Acquisition          8,600,000        8,575,859    7,264,300  Retail
  66        1          WFB           Acquisition          8,500,000        8,500,000    7,264,893  Hospitality
  67        1         BSCMI           Refinance           8,500,000        8,485,154    7,723,206  Hospitality
  68        1         BSCMI           Refinance           8,400,000        8,400,000    7,829,658  Retail
  69        1          WFB            Refinance           8,175,000        8,152,211    6,911,506  Retail
  70        1         NLIC            Refinance           8,080,000        8,056,579    6,796,298  Multifamily
  71        1         PMCF            Refinance           8,000,000        8,000,000    7,051,425  Office
  72        1          WFB            Refinance           8,000,000        8,000,000    6,350,639  Hospitality
  73        1          WFB            Refinance           8,000,000        7,990,818    6,326,428  Hospitality
  74        1         NLIC            Refinance           8,000,000        7,983,948    6,714,009  Retail
  75        1          WFB            Refinance           7,925,000        7,917,610    6,644,451  Multifamily
  76        1         PMCF           Acquisition          7,800,000        7,800,000    7,277,203  Multifamily
  77        1          WFB            Refinance           7,755,000        7,733,131    6,546,614  Multifamily
  78        1          WFB            Refinance           7,660,000        7,653,751    6,522,753  Industrial
  79        1          PCF           Acquisition          7,611,028        7,611,028    7,611,028  Retail
  80        2         BSCMI           Refinance           7,500,000        7,500,000    6,733,839  Mixed Use
 80-a       1         BSCMI                               5,600,000        5,600,000    5,027,933  Retail
 80-b       1         BSCMI                               1,900,000        1,900,000    1,705,906  Office
  81        1        PCF II           Refinance           7,500,000        7,500,000    6,488,730  Retail
  82        1          WFB           Acquisition          7,500,000        7,500,000    6,627,356  Retail
  83        1         BSCMI           Refinance           7,350,000        7,350,000    6,755,444  Office
  84        1         PMCF            Refinance           7,350,000        7,343,333    6,183,069  Multifamily
  85        1         PMCF            Refinance           7,300,000        7,279,791    6,177,263  Multifamily
  86        2         BSCMI          Acquisition          7,228,840        7,197,437    6,064,504  Retail
 86-a       1         BSCMI                               3,975,000        3,957,732    3,334,754  Retail
 86-b       1         BSCMI                               3,253,840        3,239,705    2,729,750  Retail
  87        1          WFB            Refinance           7,110,000        7,110,000    6,261,139  Industrial
  88        1          WFB            Refinance           7,050,000        7,050,000    6,294,091  Hospitality
  89        1         PMCF           Acquisition          7,000,000        7,000,000    6,149,269  Retail
  90        1        PCF II           Refinance           7,000,000        7,000,000    6,512,464  Retail
  91        1          WFB            Refinance           7,000,000        6,994,365    5,969,383  Manufactured Housing Community
  92        1          WFB           Acquisition          7,000,000        6,971,122    5,413,828  Hospitality
  93        1        PCF II          Acquisition          6,900,000        6,900,000    5,969,528  Multifamily
  94        1          PCF           Acquisition          6,775,976        6,775,976    6,775,976  Retail
  95        1         BSCMI           Refinance           6,725,000        6,712,953    6,097,552  Hospitality
  96        1         NLIC            Refinance           6,700,000        6,681,252    5,179,508  Hospitality
  97        1         BSCMI           Refinance           6,675,000        6,663,043    6,052,216  Hospitality
  98        1         BSCMI           Refinance           6,525,000        6,513,312    5,916,211  Hospitality
  99        1         BSCMI           Refinance           6,375,000        6,363,580    5,780,208  Hospitality
 100        1        PCF II           Refinance           6,300,000        6,300,000    5,426,107  Retail
 101        1        PCF II           Refinance           6,300,000        6,300,000    5,434,798  Multifamily
 102        1         BSCMI           Refinance           6,250,000        6,250,000    6,250,000  Industrial
 103        1          WFB           Acquisition          6,225,000        6,225,000    5,221,327  Hospitality
 104        1         BSCMI          Acquisition          6,200,000        6,173,197    5,205,478  Industrial
 105        1         PMCF           Acquisition          6,170,000        6,170,000    6,170,000  Retail
 106        1         PMCF            Refinance           6,100,000        6,087,839    5,124,111  Multifamily
 107        1         BSCMI          Acquisition          6,000,000        6,000,000    5,579,921  Retail
 108        1         NLIC            Refinance           6,000,000        5,988,651    5,076,552  Retail
 109        1          WFB            Refinance           5,750,000        5,739,829    4,907,809  Self Storage
 110        1          PCF            Refinance           3,420,000        3,399,420    2,884,645  Industrial
 111        1          PCF            Refinance           2,260,000        2,246,429    1,906,797  Industrial
 112        1         BSCMI          Acquisition          5,660,000        5,643,910    4,773,032  Retail
 113        1         PMCF            Refinance           5,500,000        5,500,000    5,230,684  Office
 114        1          WFB            Refinance           5,500,000        5,494,756    4,598,521  Retail
 115        1         PMCF            Refinance           5,500,000        5,483,985    4,623,380  Retail
 116        1          PCF           Acquisition          5,256,141        5,256,141    5,256,141  Retail
 117        1         BSCMI           Refinance           5,250,000        5,245,509    4,446,885  Multifamily
 118        1        PCF II           Refinance           5,100,000        5,100,000    4,408,769  Office
 119        1         PMCF            Refinance           5,000,000        5,000,000    4,508,619  Retail
 120        1        PCF II          Acquisition          5,000,000        4,990,353    4,219,136  Retail
 121        1         PMCF            Refinance           5,000,000        4,984,870    4,181,178  Multifamily
 122        1          PCF            Refinance           5,000,000        4,979,225    4,224,570  Industrial
 123        1          WFB           Acquisition          4,800,000        4,800,000    4,232,485  Office
 124        1          WFB            Refinance           4,750,000        4,699,789    4,078,272  Hospitality
 125        1         BSCMI           Refinance           4,700,000        4,690,876    3,962,661  Industrial
 126        1         BSCMI           Refinance           4,400,000        4,391,204    3,694,619  Office
 127        1        PCF II           Refinance           4,340,000        4,340,000    3,595,519  Self Storage
 128        1        PCF II           Refinance           4,300,000        4,300,000    3,791,018  Office
 129        1        PCF II           Refinance           4,200,000        4,196,276    3,542,791  Retail
 130        1         PMCF            Refinance           4,200,000        4,181,384    2,720,183  Multifamily
 131        1        PCF II           Refinance           4,160,000        4,157,944    3,755,704  Retail
 132        1        PCF II          Acquisition          4,125,000        4,125,000    3,496,251  Retail
 133        1         BSCMI           Refinance           4,100,000        4,100,000    3,662,938  Retail
 134        1         BSCMI          Acquisition          4,030,000        4,030,000    3,655,727  Retail
 135        1        PCF II           Refinance           4,000,000        4,000,000    4,000,000  Multifamily
 136        1        PCF II           Refinance           4,000,000        4,000,000    4,000,000  Multifamily
 137        1          WFB            Refinance           4,000,000        3,996,298    3,465,622  Industrial
 138        1          WFB           Acquisition          4,000,000        3,989,105    3,391,835  Retail
 139        1         BSCMI           Refinance           4,000,000        3,983,665    3,099,588  Hospitality
 140        1          WFB            Refinance           3,940,000        3,940,000    3,197,570  Mixed Use
 141        1          WFB            Refinance           3,920,000        3,916,794    3,337,045  Retail
 142        1         NLIC            Refinance           3,900,000        3,900,000    3,296,754  Retail
 143        1         BSCMI           Refinance           3,700,000        3,700,000    3,236,140  Retail
 144        1         BSCMI           Refinance           3,700,000        3,693,891    3,485,472  Multifamily
 145        1        PCF II          Acquisition          3,675,000        3,668,064    3,110,311  Office
 146        1        PCF II           Refinance           3,670,000        3,662,950    3,098,697  Retail
 147        1          WFB           Acquisition          3,580,000        3,577,172    3,059,072  Retail
 148        1          WFB            Refinance           3,500,000        3,497,323    3,000,962  Retail
 149        1         PMCF           Acquisition          3,420,000        3,420,000    2,983,429  Retail
 150        1        PCF II           Refinance           3,350,000        3,347,179    2,842,650  Retail
 151        1        PCF II          Acquisition          3,337,500        3,334,586    2,820,318  Retail
 152        1          WFB            Refinance           3,250,000        3,247,324    2,764,669  Retail
 153        1          WFB           Acquisition          3,225,000        3,221,314    2,551,979  Hospitality
 154        1         NLIC            Refinance           3,220,000        3,213,692    2,711,417  Industrial
 155        1          WFB            Refinance           3,200,000        3,186,490    2,103,240  Self Storage
 156        1        PCF II           Refinance           3,125,000        3,119,063    2,642,469  Retail
 157        1          WFB            Refinance           3,060,000        3,057,369    2,590,440  Retail
 158        1         NLIC            Refinance           3,050,000        3,043,959    2,564,388  Retail
 159        1         PMCF            Refinance           3,000,000        3,000,000    2,657,606  Multifamily
 160        2         PMCF            Refinance           3,000,000        2,994,148    2,527,686  Retail
160-a       1         PMCF                                1,539,474        1,536,471    1,297,102  Retail
160-b       1         PMCF                                1,460,526        1,457,677    1,230,584  Retail
 161        1         BSCMI           Refinance           2,850,000        2,845,294    2,684,755  Multifamily
 162        1        PCF II           Refinance           2,600,000        2,597,811    2,206,236  Office
 163        1          WFB            Refinance           2,600,000        2,595,275    2,211,498  Self Storage
 164        1         BSCMI           Refinance           2,540,000        2,540,000    2,297,722  Retail
 165        1         BSCMI           Refinance           2,500,000        2,500,000    2,500,000  Mixed Use
 166        1          WFB           Acquisition          2,500,000        2,500,000    2,249,425  Industrial
 167        1          WFB            Refinance           2,500,000        2,498,161    2,152,001  Multifamily
 168        1          WFB            Refinance           2,500,000        2,495,548    2,131,989  Retail
 169        1          PCF            Refinance           2,500,000        2,492,803    2,104,730  Retail
 170        1          WFB            Refinance           2,500,000        2,489,826    2,119,135  Retail
 171        1          WFB            Refinance           2,400,000        2,395,410    2,027,606  Retail
 172        1          WFB            Refinance           2,400,000        2,388,841    2,051,682  Self Storage
 173        1        PCF II           Refinance           2,350,000        2,347,964    1,987,619  Retail
 174        1          WFB            Refinance           2,320,000        2,318,047    1,968,640  Retail
 175        1         BSCMI           Refinance           2,225,000        2,213,597    1,875,489  Retail
 176        1          WFB            Refinance           2,200,000        2,200,000    1,889,493  Office
 177        1        PCF II           Refinance           2,200,000        2,195,765    1,856,975  Retail
 178        1        PCF II           Refinance           2,200,000        2,195,530    1,444,733  Industrial
 179        1        PCF II           Refinance           2,150,000        2,145,906    1,817,478  Industrial
 180        1          WFB           Acquisition          2,065,000        2,061,331    1,761,530  Retail
 181        1         BSCMI           Refinance           2,005,000        2,005,000    1,809,475  Multifamily
 182        1          WFB            Refinance           2,000,000        1,998,487    1,716,776  Retail
 183        1        PCF II           Refinance           2,000,000        1,998,475    1,715,321  Retail
 184        1        PCF II          Acquisition          2,000,000        1,996,357    1,700,658  Industrial
 185        1          WFB            Refinance           1,940,000        1,936,607    1,658,226  Industrial
 186        1          PCF            Refinance           1,875,000        1,870,184    1,492,458  Retail
 187        1          WFB            Refinance           1,840,000        1,836,716    1,568,692  Industrial
 188        1          WFB            Refinance           1,800,000        1,798,646    1,545,969  Multifamily
 189        1        PCF II           Refinance           1,800,000        1,798,504    1,529,636  Retail
 190        1          PCF            Refinance           1,800,000        1,792,332    1,179,898  Office
 191        1          WFB           Acquisition          1,780,000        1,780,000    1,721,039  Industrial
 192        1         BSCMI          Acquisition          1,740,000        1,740,000    1,548,809  Retail
 193        1        PCF II           Refinance           1,700,000        1,698,580    1,443,811  Industrial
 194        1        PCF II          Acquisition          1,700,000        1,697,885    1,326,935  Industrial
 195        1        PCF II          Acquisition          1,700,000        1,696,904    1,445,559  Industrial
 196        1        PCF II           Refinance           1,690,000        1,690,000    1,444,981  Industrial
 197        1          WFB            Refinance           1,680,000        1,677,902    1,310,454  Multifamily
 198        1          WFB            Refinance           1,625,000        1,625,000    1,263,809  Office
 199        1          WFB            Refinance           1,600,000        1,595,783    1,362,317  Retail
 200        1        PCF II           Refinance           1,555,000        1,553,711    1,321,823  Retail
 201        1        PCF II           Refinance           1,550,000        1,543,439    1,017,977  Industrial
 202        1        PCF II           Refinance           1,500,000        1,500,000    1,352,320  Industrial
 203        1          WFB            Refinance           1,500,000        1,500,000    1,339,168  Self Storage
 204        1          WFB           Acquisition          1,470,000        1,468,860    1,258,616  Office
 205        1          WFB            Refinance           1,400,000        1,400,000    1,202,404  Retail
 206        1          WFB            Refinance           1,400,000        1,398,775    1,182,701  Multifamily
 207        1          WFB           Acquisition          1,340,000        1,337,635    1,144,062  Retail
 208        1          WFB            Refinance           1,225,000        1,224,079    1,052,118  Office
 209        1          WFB            Refinance           1,190,000        1,188,003    1,022,355  Office
 210        1        PCF II           Refinance           1,140,000        1,140,000    1,140,000  Multifamily
 211        1          WFB            Refinance           1,000,000          997,346      850,703  Industrial
 212        1          WFB           Acquisition            940,000          938,844      735,175  Retail
 213        1          WFB            Refinance             800,000          800,000      687,089  Retail


       DETAILED                                                   INTEREST       ORIGINAL      STATED REMAINING     ORIGINAL
       PROPERTY                        INTEREST  ADMINISTRATIVE    ACCRUAL   TERM TO MATURITY  TERM TO MATURITY   AMORTIZATION
  ID   TYPE                            RATE (4)     FEE RATE        BASIS     OR ARD (MOS.)     OR ARD (MOS.)    TERM (MOS.) (4)
-----  ------------------------------  --------  --------------  ----------  ----------------  ----------------  ---------------

  1    Regional Mall                    5.5825%     0.02175%     Actual/360        120               118               360
  2    Urban                            5.6375%     0.02175%     Actual/360        120               120               360
  3    Anchored                         5.6350%     0.03175%     Actual/360        120               117               360
  4    Various                          6.1400%     0.03125%     Actual/360        120               120                 0
 4-a   Suburban
 4-b   Suburban
 4-c   Flex
 4-d   Office/Warehouse
 4-e   Office/Retail/Warehouse
  5    Suburban                         6.1850%     0.03125%     Actual/360        120               119               360
  6    Urban                            6.0650%     0.07175%     Actual/360        120               118               360
  7    Suburban                         5.8600%     0.07175%     Actual/360        120               118               360
 7-a   Suburban
 7-b   Suburban
 7-c   Suburban
 7-d   Suburban
 7-e   Suburban
  8    Garden                           5.6100%     0.05175%     Actual/360        120               118               360
  9    Warehouse                        6.3700%     0.03175%     Actual/360         72                71               360
 9-a   Warehouse
 9-b   Warehouse
 9-c   Warehouse
 9-d   Warehouse
  10   Anchored                         5.8160%     0.03175%     Actual/360        120               118               360
  11   Suburban                         5.8600%     0.07175%     Actual/360        120               118               360
 11-a  Suburban
 11-b  Suburban
 11-c  Suburban
 11-d  Suburban
 11-e  Suburban
  12   Anchored                         4.8500%     0.03175%       30/360           84                81                 0
  13   Suburban                         5.9025%     0.02175%     Actual/360         60                59               360
  14   Anchored                         4.8800%     0.03175%       30/360           84                81                 0
  15   Flex                             5.2200%     0.02175%     Actual/360        120               114               360
  16   Warehouse                        5.8000%     0.03125%     Actual/360         84                82               360
  17   Anchored                         5.8200%     0.03175%     Actual/360        120               119               360
  18   Extended Stay                    5.7535%     0.03175%     Actual/360        120               116               300
 18-a  Extended Stay
 18-b  Extended Stay
 18-c  Extended Stay
 18-d  Extended Stay
 18-e  Extended Stay
  19   Anchored                         5.4370%     0.03175%     Actual/360        120               117               360
  20   Surface Parking Lot              5.6700%     0.03175%     Actual/360        120               117               360
  21   Anchored                         6.1600%     0.03175%     Actual/360        120               119               360
  22   Anchored                         5.7300%     0.02175%     Actual/360        120               119               360
  23   Urban                            6.1000%     0.03175%     Actual/360        120               118               300
  24   Garden                           5.3880%     0.03175%     Actual/360        120               118               360
  25   Warehouse                        5.6700%     0.08675%     Actual/360        120               120               360
  26   Anchored                         5.3500%     0.02175%     Actual/360        120               118               360
  27   Medical                          6.2600%     0.03125%     Actual/360        120               120               360
  28   Medical                          6.3100%     0.03125%     Actual/360        120               120               360
  29   Hospitality/Retail               5.6590%     0.03175%     Actual/360        120               118               360
  30   Anchored                         5.8220%     0.05175%     Actual/360        120               118               360
  31   Anchored                         6.2720%     0.03175%     Actual/360        120               119               360
  32   Anchored                         5.7000%     0.02175%     Actual/360        120               120               360
  33   Suburban                         5.9300%     0.10675%     Actual/360        120               117               360
  34   Limited Service                  6.0740%     0.03175%     Actual/360         84                82               360
  35   Anchored                         5.6280%     0.07175%     Actual/360        120               117               360
  36   Garden                           5.6500%     0.02175%     Actual/360        120               119               360
  37   Warehouse                        6.2800%     0.03175%     Actual/360        120               120               360
  38   Limited Service                  5.9800%     0.03125%     Actual/360        120               118               312
  39   Anchored                         5.5500%     0.07175%     Actual/360        120               119               360
  40   Limited Service                  5.9500%     0.10675%     Actual/360        120               118               360
  41   Medical                          5.6600%     0.03125%     Actual/360        120               118               360
  42   Suburban                         6.3100%     0.02175%     Actual/360        120               120               360
  43   Warehouse                        5.7250%     0.03125%     Actual/360        120               118               360
  44   Warehouse                        5.4840%     0.03175%     Actual/360        120               115               360
  45   Anchored                         5.5700%     0.03175%     Actual/360         60                57                 0
  46   Manufactured Housing Community   6.1600%     0.03125%     Actual/360         60                59               360
  47   Retail/Office                    5.7400%     0.05175%     Actual/360        120               118               360
  48   Urban                            5.8100%     0.10675%     Actual/360        120               120               300
  49   Free Standing                    5.8000%     0.03175%       30/360          120               117                 0
  50   Warehouse                        6.4100%     0.07175%     Actual/360        120               120               360
  51   Various                          6.0800%     0.09675%     Actual/360        120               120               360
 51-a  Anchored
 51-b  Unanchored
  52   Flex                             6.0100%     0.02175%     Actual/360        120               120               360
  53   Anchored                         6.0300%     0.03175%     Actual/360        120               120               360
  54   Flex                             5.9100%     0.03125%     Actual/360        120               120               360
  55   Mid Rise                         5.7400%     0.04175%     Actual/360        120               119               360
  56   Suburban                         5.9500%     0.03125%     Actual/360        120               119               360
  57   Garden                           5.7200%     0.02175%     Actual/360        120               117               360
  58   Anchored                         5.7100%     0.07175%     Actual/360        120               117               360
  59   Free Standing                    5.5300%     0.03175%       30/360          120               116                 0
  60   Free Standing                    5.4700%     0.03175%     Actual/360        124               123               360
  61   Shadow Anchored                  5.6020%     0.03175%     Actual/360        120               119               360
  62   Anchored                         5.8200%     0.03125%     Actual/360        120               118               360
  63   Suburban                         6.1700%     0.02175%     Actual/360        120               118               360
  64   Limited Service                  6.1100%     0.03125%     Actual/360        120               119               252
  65   Anchored                         5.7800%     0.02175%     Actual/360        120               117               360
  66   Extended Stay                    6.4000%     0.03125%     Actual/360        120               119               312
  67   Limited Service                  6.2060%     0.03175%     Actual/360         84                82               360
  68   Shadow Anchored                  5.6120%     0.03175%     Actual/360        120               119               360
  69   Anchored                         5.8100%     0.03125%     Actual/360        120               117               360
  70   Garden                           5.6400%     0.10675%     Actual/360        120               117               360
  71   Suburban                         5.6900%     0.02175%     Actual/360        120               118               360
  72   Extended Stay                    6.6600%     0.03125%     Actual/360        120               120               300
  73   Limited Service                  6.5300%     0.03125%     Actual/360        120               119               300
  74   Free Standing                    5.5800%     0.10675%     Actual/360        120               118               360
  75   High Rise                        5.5400%     0.03125%     Actual/360        120               119               360
  76   Garden                           5.6800%     0.02175%     Actual/360        120               119               360
  77   Garden                           5.7600%     0.03125%     Actual/360        120               117               360
  78   Warehouse                        6.0600%     0.03125%     Actual/360        120               119               360
  79   Free Standing                    5.5300%     0.03175%       30/360          120               116                 0
  80   Retail/Office                    5.6100%     0.03175%     Actual/360        120               116               360
 80-a  Unanchored
 80-b  Medical
  81   Shadow Anchored                  5.8100%     0.03175%     Actual/360        120               120               360
  82   Anchored                         5.8000%     0.03125%     Actual/360        120               120               360
  83   Office                           5.8460%     0.03175%     Actual/360        120               118               360
  84   Garden                           5.6500%     0.02175%     Actual/360        120               119               360
  85   Low Rise                         5.8400%     0.02175%     Actual/360        120               117               360
  86   Unanchored                       5.5830%     0.03175%     Actual/360        120               116               360
 86-a  Unanchored
 86-b  Unanchored
  87   Flex                             5.6500%     0.03125%     Actual/360        120               118               360
  88   Limited Service                  6.2500%     0.03125%     Actual/360        120               119               360
  89   Anchored                         5.5300%     0.02175%     Actual/360        120               117               360
  90   Unanchored                       5.4900%     0.03175%     Actual/360        120               118               360
  91   Manufactured Housing Community   6.1100%     0.03125%     Actual/360        120               119               360
  92   Full Service                     5.8500%     0.11125%     Actual/360        120               117               300
  93   Garden                           5.8000%     0.03175%     Actual/360        120               119               360
  94   Free Standing                    5.5300%     0.03175%       30/360          120               115                 0
  95   Limited Service                  6.0940%     0.03175%     Actual/360         84                82               360
  96   Limited Service                  5.8500%     0.29675%     Actual/360        120               118               300
  97   Limited Service                  6.0940%     0.03175%     Actual/360         84                82               360
  98   Limited Service                  6.0940%     0.03175%     Actual/360         84                82               360
  99   Limited Service                  6.0940%     0.03175%     Actual/360         84                82               360
 100   Shadow Anchored                  5.6400%     0.03175%     Actual/360        120               118               360
 101   Garden                           5.7000%     0.03175%     Actual/360        120               118               360
 102   Warehouse                        5.5730%     0.07175%     Actual/360        120               116                 0
 103   Limited Service                  5.7500%     0.03125%     Actual/360        120               116               312
 104   Flex                             5.6090%     0.03175%     Actual/360        120               116               360
 105   Anchored                         5.2700%     0.02175%     Actual/360        120               117                 0
 106   Garden                           5.6100%     0.07175%     Actual/360        120               118               360
 107   Free Standing                    5.4620%     0.03175%     Actual/360        120               118               360
 108   Unanchored                       5.8500%     0.10675%     Actual/360        120               118               360
 109   Self Storage                     6.1500%     0.03125%     Actual/360        120               118               360
 110   Light                            5.7500%     0.03175%     Actual/360        120               114               360
 111   Light                            5.7600%     0.03175%     Actual/360        120               114               360
 112   Unanchored                       5.7250%     0.03175%     Actual/360        120               117               360
 113   Suburban                         5.9400%     0.02175%     Actual/360         60                57               360
 114   Anchored                         5.4500%     0.03125%     Actual/360        120               119               360
 115   Shadow Anchored                  5.6200%     0.02175%     Actual/360        120               117               360
 116   Free Standing                    5.4800%     0.03175%       30/360          120               115                 0
 117   Garden                           5.8790%     0.03175%     Actual/360        120               119               360
 118   Suburban                         5.7700%     0.03175%     Actual/360        120               119               360
 119   Anchored                         5.8100%     0.02175%     Actual/360        120               118               360
 120   Shadow Anchored                  5.7600%     0.03175%     Actual/360        120               118               360
 121   Garden                           5.4500%     0.07175%     Actual/360        120               117               360
 122   Light                            5.8200%     0.03175%     Actual/360        120               116               360
 123   Suburban                         5.6900%     0.03125%     Actual/360        120               117               360
 124   Limited Service                  6.1500%     0.03125%     Actual/360         60                55               240
 125   Flex                             5.7320%     0.03175%     Actual/360        120               118               360
 126   Suburban                         5.5970%     0.03175%     Actual/360        120               118               360
 127   Self Storage                     5.7700%     0.03175%     Actual/360        120               119               300
 128   Suburban                         5.7000%     0.03175%     Actual/360        120               118               360
 129   Free Standing                    5.7400%     0.03175%     Actual/360        120               119               360
 130   Low Rise                         5.5300%     0.02175%     Actual/360        120               118               240
 131   Shadow Anchored                  6.2200%     0.03175%     Actual/360        120               119               420
 132   Unanchored                       5.9100%     0.03175%     Actual/360        120               120               360
 133   Shadow Anchored                  6.2820%     0.03175%     Actual/360        120               119               360
 134   Anchored                         6.1090%     0.03175%     Actual/360        120               119               360
 135   Garden                           5.5500%     0.03175%     Actual/360        120               118                 0
 136   Garden                           5.5500%     0.03175%     Actual/360        120               118                 0
 137   Light                            5.5700%     0.03125%     Actual/360        104               103               360
 138   Free Standing                    5.9100%     0.03125%     Actual/360        120               117               360
 139   Limited Service                  5.9070%     0.03175%     Actual/360        120               117               300
 140   Retail/Office                    6.0600%     0.03125%     Actual/360        120               120               324
 141   Anchored                         6.0500%     0.08125%     Actual/360        120               119               360
 142   Unanchored                       5.8200%     0.10675%     Actual/360        120               120               360
 143   Anchored                         5.3660%     0.03175%     Actual/360        120               116               360
 144   Mid Rise                         6.4510%     0.03175%     Actual/360         60                58               360
 145   Suburban                         5.8600%     0.03175%     Actual/360        120               118               360
 146   Unanchored                       5.7800%     0.03175%     Actual/360        120               118               360
 147   Big Box                          6.1800%     0.03125%     Actual/360        120               119               360
 148   Shadow Anchored                  6.3000%     0.03125%     Actual/360        120               119               360
 149   Anchored                         6.1200%     0.02175%     Actual/360        120               119               360
 150   Unanchored                       5.9400%     0.03175%     Actual/360        120               119               360
 151   Shadow Anchored                  5.8000%     0.03175%     Actual/360        120               119               360
 152   Shadow Anchored                  6.0250%     0.03125%     Actual/360        120               119               360
 153   Limited Service                  6.5500%     0.03125%     Actual/360        120               119               300
 154   Flex                             5.6900%     0.10675%     Actual/360        120               118               360
 155   Self Storage                     5.9100%     0.03125%     Actual/360        120               118               240
 156   Anchored                         5.8300%     0.03175%     Actual/360        120               118               360
 157   Big Box                          5.8600%     0.03125%     Actual/360        120               119               360
 158   Unanchored                       5.6400%     0.10675%     Actual/360        120               118               360
 159   Student Housing                  5.9000%     0.07175%     Actual/360        120               119               360
 160   Anchored                         5.7100%     0.06175%     Actual/360        120               118               360
160-a  Anchored
160-b  Anchored
 161   Mid Rise                         6.4510%     0.03175%     Actual/360         60                58               360
 162   Suburban                         5.9400%     0.03175%     Actual/360        120               119               360
 163   Self Storage                     6.0300%     0.03125%     Actual/360        120               118               360
 164   Shadow Anchored                  5.9750%     0.08175%     Actual/360        120               118               360
 165   Retail/Office                    5.5740%     0.08175%     Actual/360        120               118                 0
 166   Light                            5.7000%     0.03125%     Actual/360        120               118               360
 167   Low Rise                         6.4400%     0.03125%     Actual/360        120               119               360
 168   Shadow Anchored                  6.1200%     0.03125%     Actual/360        120               118               360
 169   Unanchored                       5.6700%     0.03175%     Actual/360        120               117               360
 170   Shadow Anchored                  5.9300%     0.03125%     Actual/360        120               116               360
 171   Unanchored                       5.8000%     0.03125%     Actual/360        120               118               360
 172   Self Storage                     6.2200%     0.03125%     Actual/360        120               115               360
 173   Unanchored                       5.8300%     0.03175%     Actual/360        120               119               360
 174   Unanchored                       5.9400%     0.08125%     Actual/360        120               119               360
 175   Shadow Anchored                  5.7370%     0.03175%     Actual/360        120               115               360
 176   Suburban                         6.3700%     0.03125%     Actual/360        120               120               360
 177   Unanchored                       5.7700%     0.03175%     Actual/360        120               118               360
 178   Warehouse                        5.8800%     0.03175%     Actual/360        120               119               240
 179   Warehouse                        5.8200%     0.03175%     Actual/360        120               118               360
 180   Unanchored                       6.1300%     0.03125%     Actual/360        120               118               360
 181   Low Rise                         5.8530%     0.08175%     Actual/360        120               118               360
 182   Unanchored                       6.3400%     0.03125%     Actual/360        120               119               360
 183   Unanchored                       6.3100%     0.03175%     Actual/360        120               119               360
 184   Light                            6.0200%     0.03175%     Actual/360        120               118               360
 185   Flex                             6.2000%     0.07125%     Actual/360        120               118               360
 186   Unanchored                       5.4600%     0.03175%     Actual/360        120               118               324
 187   Light                            6.1100%     0.03125%     Actual/360        120               118               360
 188   Garden                           6.3600%     0.03125%     Actual/360        120               119               360
 189   Unanchored                       5.9900%     0.03175%     Actual/360        120               119               360
 190   Medical                          5.8400%     0.03175%     Actual/360        120               118               240
 191   Light                            6.3300%     0.03125%     Actual/360         60                58               360
 192   Free Standing                    6.1140%     0.03175%     Actual/360        120               119               360
 193   Light                            5.9700%     0.03175%     Actual/360        120               119               360
 194   Light                            6.1300%     0.03175%     Actual/360        120               119               300
 195   Light                            6.0200%     0.03175%     Actual/360        120               118               360
 196   Warehouse                        5.8300%     0.03175%     Actual/360        120               118               348
 197   Low Rise                         6.1100%     0.03125%     Actual/360        120               119               300
 198   Suburban                         6.0300%     0.07125%     Actual/360        120               120               300
 199   Unanchored                       6.0500%     0.03125%     Actual/360        120               117               360
 200   Free Standing                    6.0000%     0.03175%     Actual/360        120               119               360
 201   Light                            5.8900%     0.03175%     Actual/360        120               118               240
 202   Warehouse                        5.8000%     0.03175%     Actual/360        120               118               360
 203   Self Storage                     6.2500%     0.03125%     Actual/360        120               119               360
 204   Suburban                         6.2500%     0.03125%     Actual/360        120               119               360
 205   Unanchored                       6.3700%     0.07125%     Actual/360        120               120               360
 206   Garden                           5.7900%     0.03125%     Actual/360        120               119               360
 207   Shadow Anchored                  6.1600%     0.03125%     Actual/360        120               118               360
 208   Suburban                         6.3600%     0.12125%     Actual/360        120               119               360
 209   Suburban                         6.3800%     0.07125%     Actual/360        120               118               360
 210   Garden                           5.6600%     0.03175%     Actual/360        120               118                 0
 211   Light                            6.0200%     0.15125%     Actual/360        120               117               360
 212   Shadow Anchored                  6.1900%     0.15125%     Actual/360        120               119               300
 213   Unanchored                       6.3700%     0.15125%     Actual/360        120               120               360


          REMAINING      FIRST     MATURITY               ANNUAL              MONTHLY               MONTHLY      REMAINING
         AMORTIZATION    PAYMENT     DATE                   DEBT                 DEBT          DEBT SERVICE  INTEREST ONLY
  ID   TERM (MOS.) (4)    DATE      OR ARD   SERVICE ($) (4) (5)  SERVICE ($) (4) (5)  AFTER IO ($) (4) (5)  PERIOD (MOS.)  LOCKBOX
-----  ---------------  --------  ---------  -------------------  -------------------  --------------------  -------------  -------

  1          360        5/5/2006   4/5/2016            8,857,954           738,162.86            896,707.37             34     Yes
  2          360        7/5/2006   6/5/2016            8,859,488           738,290.65            893,491.07             60     Yes
  3          360        4/5/2006   3/5/2016            5,170,504           430,875.32            521,540.57             21     Yes
  4           0         7/1/2006   6/1/2016            2,925,881           243,823.38                NAP               120     Yes
 4-a
 4-b
 4-c
 4-d
 4-e
  5          360        6/1/2006   5/1/2016            2,790,552           232,545.98            272,115.72             59     Yes
  6          360        5/1/2006   4/1/2016            2,674,918           222,909.81            262,625.11             46     Yes
  7          360        5/5/2006   4/5/2016            2,159,695           179,974.57            214,675.62             34     No
 7-a
 7-b
 7-c
 7-d
 7-e
  8          358        5/5/2006   4/5/2016            2,275,851           189,654.21                NAP                       No
  9          360        6/1/2006   5/1/2012            1,995,345           166,278.75            192,643.58             23     No
 9-a
 9-b
 9-c
 9-d
  10         360        5/1/2006   4/1/2016            1,816,208           151,350.63            181,033.88             58     Yes
  11         360        5/5/2006   4/5/2016            1,702,208           141,850.66            169,201.01             34     No
 11-a
 11-b
 11-c
 11-d
 11-e
  12          0         4/1/2006   3/1/2013            1,319,200           109,933.33                NAP                81     No
  13         360        6/5/2006   5/5/2011            1,615,809           134,650.78            160,190.05             23     Yes
  14          0         4/1/2006   3/1/2013            1,307,108           108,925.67                NAP                81     No
  15         360        1/5/2006  12/5/2015            1,270,200           105,850.00            132,083.29              6     No
  16         360        5/5/2006   4/5/2013            1,352,528           112,710.65            134,953.19             58     Yes
  17         360        6/1/2006   5/1/2016            1,239,175           103,264.58            123,485.73             59     Yes
  18         296        3/1/2006   2/1/2016            1,585,881           132,156.76                NAP                       Yes
 18-a
 18-b
 18-c
 18-d
 18-e
  19         360        4/1/2006   3/1/2016            1,130,066            94,172.13            115,587.73             57     Yes
  20         360        4/1/2006   3/1/2016            1,169,871            97,489.22            117,724.89             33     Yes
  21         360        6/1/2006   5/1/2016            1,224,129           102,010.74            119,535.64             59     No
  22         360        6/1/2006   5/1/2016            1,092,202            91,016.81            109,472.96             59     Yes
  23         298        5/1/2006   4/1/2016            1,437,394           119,782.82                NAP                       No
  24         360        5/1/2006   4/1/2016              983,310            81,942.50            100,940.75             58     Yes
  25         360        7/1/2006   6/1/2016            1,214,851           101,237.62                NAP                       No
  26         358        5/5/2006   4/5/2016            1,172,669            97,722.40                NAP                       No
  27         360        7/1/2006   6/1/2016              681,979            56,831.60             66,228.72             60     Yes
  28         360        7/1/2006   6/1/2016              379,700            31,641.66             36,774.73             60     Yes
  29         360        5/1/2006   4/1/2016              946,704            78,891.96             95,337.80             58     Yes
  30         360        5/1/2006   4/1/2016              973,972            81,164.34             97,045.54             22     Yes
  31         359        6/1/2006   5/1/2016            1,147,897            95,658.06                NAP                       No
  32         360        7/5/2006   6/5/2016            1,065,615            88,801.27                NAP                       Yes
  33         360        4/1/2006   3/1/2016              871,792            72,649.36             86,283.34             21     No
  34         358        5/1/2006   4/1/2013            1,033,381            86,115.08                NAP                       No
  35         360        4/1/2006   3/1/2016              804,570            67,047.46             81,194.26             21     Yes
  36         360        6/5/2006   5/5/2016              797,690            66,474.15             80,380.08             59     No
  37         360        7/1/2006   6/1/2016              789,609            65,800.71             85,886.97             24     No
  38         312        5/1/2006   4/1/2016              818,513            68,209.38             85,379.66             22     Yes
  39         360        6/5/2006   5/5/2016              731,521            60,960.07             74,220.91             23     No
  40         358        5/1/2006   4/1/2016              930,290            77,524.16                NAP                       Yes
  41         360        5/1/2006   4/1/2016              731,673            60,972.74             73,678.18             10     No
  42         360        7/5/2006   6/5/2016              940,888            78,407.32                NAP                       Yes
  43         360        5/1/2006   4/1/2016              713,955            59,496.27             71,584.23             22     No
  44         360        2/1/2006   1/1/2016              681,120            56,760.03             69,431.23             31     Yes
  45          0         4/1/2006   3/1/2011              679,095            56,591.26                NAP                57     Yes
  46         360        6/1/2006   5/1/2011              715,116            59,593.01             69,830.77             11     No
  47         360        5/5/2006   4/5/2016              660,538            55,044.87             66,163.43             34     No
  48         300        7/1/2006   6/1/2016              640,318            53,359.87             68,778.54             36     No
  49          0         4/1/2006   3/1/2016              571,141            47,595.06                NAP               117     No
  50         360        7/5/2006   6/5/2016              713,823            59,485.28                NAP                       No
  51         360        7/1/2006   6/1/2016              689,362            57,446.84                NAP                       No
 51-a
 51-b
  52         360        7/5/2006   6/5/2016              677,018            56,418.20                NAP                       No
  53         360        7/3/2006   6/3/2016              574,692            47,891.04             56,539.18             60     No
  54         360        7/1/2006   6/1/2016              659,092            54,924.33                NAP                       No
  55         360        6/5/2006   5/5/2016              535,414            44,617.87             53,630.27             23     No
  56         359        6/1/2006   5/1/2016              658,359            54,863.25                NAP                       No
  57         357        4/5/2006   3/5/2016              635,182            52,931.83                NAP                       No
  58         357        4/5/2006   3/5/2016              627,517            52,293.09                NAP                       No
  59          0         3/1/2006   2/1/2016              494,221            41,185.08                NAP               116     No
  60         360        6/1/2006   9/1/2016              500,795            41,732.91             50,546.92             3      No
  61         360        6/1/2006   5/1/2016              496,983            41,415.25             50,242.95             59     No
  62         360        5/1/2006   4/1/2016              513,372            42,781.04             51,158.38             34     Yes
  63         358        5/5/2006   4/5/2016              637,387            53,115.55                NAP                       Yes
  64         251        6/1/2006   5/1/2016              727,865            60,655.43                NAP                       No
  65         357        4/5/2006   3/5/2016              604,215            50,351.28                NAP                       Yes
  66         312        6/1/2006   5/1/2016              551,556            45,962.96             55,982.22             23     Yes
  67         358        5/1/2006   4/1/2013              625,116            52,092.96                NAP                       No
  68         360        6/1/2006   5/1/2016              477,955            39,829.61             48,286.22             59     No
  69         357        4/1/2006   3/1/2016              576,230            48,019.13                NAP                       No
  70         357        4/1/2006   3/1/2016              559,075            46,589.59                NAP                       No
  71         360        5/5/2006   4/5/2016              461,522            38,460.19             46,381.35             22     No
  72         300        7/1/2006   6/1/2016              657,829            54,819.12                NAP                       Yes
  73         299        6/1/2006   5/1/2016              650,000            54,166.64                NAP                       Yes
  74         358        5/1/2006   4/1/2016              549,906            45,825.48                NAP                       No
  75         359        6/1/2006   5/1/2016              542,356            45,196.37                NAP                       No
  76         360        6/5/2006   5/5/2016              449,193            37,432.78             45,172.42             59     No
  77         357        4/1/2006   3/1/2016              543,664            45,305.35                NAP                       No
  78         359        6/1/2006   5/1/2016              554,658            46,221.47                NAP                       Yes
  79          0         3/1/2006   2/1/2016              420,890            35,074.15                NAP               116     No
  80         360        3/1/2006   2/1/2016              426,594            35,549.48             43,103.23             32     No
 80-a
 80-b
  81         360        7/1/2006   6/1/2016              441,802            36,816.84             44,054.25             12     No
  82         360        7/1/2006   6/1/2016              441,042            36,753.47             44,006.48             24     No
  83         360        5/1/2006   4/1/2016              435,649            36,304.07             43,341.89             46     Yes
  84         359        6/1/2006   5/1/2016              509,122            42,426.83                NAP                       No
  85         357        4/1/2006   3/1/2016              516,229            43,019.10                NAP                       No
  86         356        3/1/2006   2/1/2016              497,061            41,421.79                NAP                       Yes
 86-a
 86-b
  87         360        5/1/2006   4/1/2016              407,294            33,941.20             41,041.47             22     Yes
  88         360        6/1/2006   5/1/2016              446,745            37,228.73             43,408.06             23     Yes
  89         360        4/5/2006   3/5/2016              392,476            32,706.37             39,877.09             21     Yes
  90         360        5/5/2006   4/5/2016              389,637            32,469.79             39,701.32             58     No
  91         359        6/1/2006   5/1/2016              509,578            42,464.86                NAP                       No
  92         297        4/1/2006   3/1/2016              533,537            44,461.44                NAP                       No
  93         360        6/3/2006   5/3/2016              405,758            33,813.19             40,485.96             11     No
  94          0         2/1/2006   1/1/2016              374,711            31,225.95                NAP               115     No
  95         358        5/1/2006   4/1/2013              488,725            40,727.09                NAP                       No
  96         298        5/1/2006   4/1/2016              510,671            42,555.95                NAP                       Yes
  97         358        5/1/2006   4/1/2013              485,091            40,424.29                NAP                       No
  98         358        5/1/2006   4/1/2013              474,191            39,515.88                NAP                       No
  99         358        5/1/2006   4/1/2013              463,290            38,607.46                NAP                       No
 100         360        5/3/2006   4/3/2016              360,255            30,021.25             36,326.04             10     No
 101         360        5/1/2006   4/1/2016              364,088            30,340.63             36,565.23             10     No
 102          0         3/1/2006   2/1/2016              353,150            29,429.18                NAP               116     Yes
 103         312        3/1/2006   2/1/2016              362,909            30,242.40             38,490.42             19     Yes
 104         356        3/1/2006   2/1/2016              427,537            35,628.09                NAP                       No
 105          0         4/5/2006   3/5/2016              329,675            27,472.92                NAP               117     Yes
 106         358        5/5/2006   4/5/2016              420,687            35,057.29                NAP                       No
 107         360        5/1/2006   4/1/2016              332,272            27,689.31             33,924.43             58     No
 108         358        5/1/2006   4/1/2016              424,758            35,396.46                NAP                       No
 109         358        5/1/2006   4/1/2016              420,367            35,030.62                NAP                       No
 110         354        1/1/2006  12/1/2015              239,498            19,958.19                NAP                       No
 111         354        1/1/2006  12/1/2015              158,437            13,203.11                NAP                       No
 112         357        4/1/2006   3/1/2016              395,285            32,940.39                NAP                       No
 113         360        4/5/2006   3/5/2011              331,238            27,603.13             32,763.42             9      Yes
 114         359        6/1/2006   5/1/2016              372,673            31,056.07                NAP                       No
 115         357        4/5/2006   3/5/2016              379,725            31,643.74                NAP                       Yes
 116          0         2/1/2006   1/1/2016              288,036            24,003.04                NAP               115     No
 117         359        6/1/2006   5/1/2016              372,830            31,069.16                NAP                       No
 118         360        6/1/2006   5/1/2016              298,357            24,863.09             29,827.04             11     No
 119         360        5/5/2006   4/5/2016              294,535            24,544.56             29,369.50             34     No
 120         358        5/1/2006   4/1/2016              350,525            29,210.41                NAP                       No
 121         357        4/5/2006   3/5/2016              338,794            28,232.80                NAP                       No
 122         356        3/1/2006   2/1/2016              352,816            29,401.36                NAP                       No
 123         360        4/1/2006   3/1/2016              276,913            23,076.11             27,828.81             21     No
 124         235        2/1/2006   1/1/2011              413,314            34,442.80                NAP                       No
 125         358        5/1/2006   4/1/2016              328,490            27,374.20                NAP                       Yes
 126         358        5/1/2006   4/1/2016              303,014            25,251.15                NAP                       No
 127         300        6/1/2006   5/1/2016              253,896            21,158.00             27,355.70             23     No
 128         360        5/3/2006   4/3/2016              248,504            20,708.68             24,957.22             22     No
 129         359        6/1/2006   5/1/2016              293,801            24,483.39                NAP                       No
 130         238        5/5/2006   4/5/2016              347,550            28,962.48                NAP                       No
 131         419        6/1/2006   5/1/2016              292,052            24,337.66                NAP                       No
 132         360        7/1/2006   6/1/2016              293,919            24,493.28                NAP                       No
 133         360        6/1/2006   5/1/2016              261,139            21,761.60             25,329.80             23     No
 134         360        6/1/2006   5/1/2016              249,612            20,801.00             24,445.02             35     No
 135          0         5/1/2006   4/1/2016              225,083            18,756.94                NAP               118     No
 136          0         5/1/2006   4/1/2016              225,083            18,756.94                NAP               118     No
 137         359        6/1/2006   1/1/2015              274,651            22,887.55                NAP                       Yes
 138         357        4/1/2006   3/1/2016              285,013            23,751.06                NAP                       Yes
 139         297        4/1/2006   3/1/2016              306,542            25,545.14                NAP                       No
 140         324        7/1/2006   6/1/2016              296,794            24,732.81                NAP                       No
 141         359        6/1/2006   5/1/2016              283,542            23,628.54                NAP                       No
 142         360        7/1/2006   6/1/2016              275,197            22,933.06                NAP                       No
 143         360        3/1/2006   2/1/2016              201,301            16,775.10             20,698.18             20     Yes
 144         358        5/1/2006   4/1/2011              279,209            23,267.41                NAP                       No
 145         358        5/1/2006   4/1/2016              260,445            21,703.79                NAP                       No
 146         358        5/1/2006   4/1/2016              257,845            21,487.12                NAP                       No
 147         359        6/1/2006   5/1/2016              262,559            21,879.95                NAP                       Yes
 148         359        6/1/2006   5/1/2016              259,969            21,664.05                NAP                       No
 149         360        6/5/2006   5/5/2016              212,211            17,684.25             20,769.22             11     No
 150         359        6/1/2006   5/1/2016              239,471            19,955.90                NAP                       No
 151         359        6/1/2006   5/1/2016              234,995            19,582.88                NAP                       No
 152         359        6/1/2006   5/1/2016              234,452            19,537.66                NAP                       No
 153         299        6/1/2006   5/1/2016              262,516            21,876.30                NAP                       Yes
 154         358        5/1/2006   4/1/2016              224,022            18,668.49                NAP                       No
 155         238        5/1/2006   4/1/2016              273,120            22,759.96                NAP                       No
 156         358        5/1/2006   4/1/2016              220,749            18,395.78                NAP                       No
 157         359        6/1/2006   5/1/2016              216,861            18,071.73                NAP                       Yes
 158         358        5/1/2006   4/1/2016              211,037            17,586.42                NAP                       No
 159         360        6/5/2006   5/5/2016              179,458            14,954.86             17,794.10             23     No
 160         358        5/5/2006   4/5/2016              209,172            17,431.03                NAP                       Yes
160-a
160-b
 161         358        5/1/2006   4/1/2011              215,066            17,922.20                NAP                       No
 162         359        6/1/2006   5/1/2016              185,858            15,488.16                NAP                       No
 163         358        5/1/2006   4/1/2016              187,662            15,638.50                NAP                       No
 164         360        5/1/2006   4/1/2016              153,873            12,822.74             15,187.78             34     No
 165          0         5/1/2006   4/1/2016              141,285            11,773.78                NAP               118     No
 166         360        5/1/2006   4/1/2016              144,479            12,039.93             14,510.01             34     No
 167         359        6/1/2006   5/1/2016              188,438            15,703.18                NAP                       No
 168         358        5/1/2006   4/1/2016              182,186            15,182.18                NAP                       No
 169         357        4/1/2006   3/1/2016              173,550            14,462.52                NAP                       No
 170         356        3/1/2006   2/1/2016              178,517            14,876.44                NAP                       No
 171         358        5/1/2006   4/1/2016              168,985            14,082.07                NAP                       No
 172         355        2/1/2006   1/1/2016              176,765            14,730.42                NAP                       No
 173         359        6/1/2006   5/1/2016              166,003            13,833.62                NAP                       No
 174         359        6/1/2006   5/1/2016              165,843            13,820.21                NAP                       No
 175         355        2/1/2006   1/1/2016              155,594            12,966.13                NAP                       No
 176         360        7/1/2006   6/1/2016              164,615            13,717.94                NAP                       No
 177         358        5/1/2006   4/1/2016              154,399            12,866.57                NAP                       No
 178         239        6/1/2006   5/1/2016              187,315            15,609.56                NAP                       No
 179         358        5/3/2006   4/3/2016              151,711            12,642.59                NAP                       No
 180         358        5/1/2006   4/1/2016              150,646            12,553.84                NAP                       No
 181         360        5/1/2006   4/1/2016              118,983             9,915.21             11,832.16             34     No
 182         359        6/1/2006   5/1/2016              149,180            12,431.65                NAP                       No
 183         359        6/1/2006   5/1/2016              148,710            12,392.50                NAP                       No
 184         358        5/1/2006   4/1/2016              144,201            12,016.74                NAP                       No
 185         358        5/1/2006   4/1/2016              142,583            11,881.90                NAP                       Yes
 186         322        5/1/2006   4/1/2016              132,908            11,075.64                NAP                       No
 187         358        5/1/2006   4/1/2016              133,946            11,162.19                NAP                       No
 188         359        6/1/2006   5/1/2016              134,544            11,212.01                NAP                       No
 189         359        6/3/2006   5/3/2016              129,364            10,780.34                NAP                       No
 190         238        5/1/2006   4/1/2016              152,762            12,730.16                NAP                       No
 191         360        5/1/2006   4/1/2011              114,239             9,519.91             11,052.55             22     No
 192         360        6/1/2006   5/1/2016              107,861             8,988.43             10,560.05             23     Yes
 193         359        6/1/2006   5/1/2016              121,915            10,159.59                NAP                       No
 194         299        6/1/2006   5/1/2016              133,063            11,088.61                NAP                       No
 195         358        5/1/2006   4/1/2016              122,571            10,214.23                NAP                       No
 196         348        5/1/2006   4/1/2016               99,895             8,324.62             10,076.15             10     No
 197         299        6/1/2006   5/1/2016              131,250            10,937.51                NAP                       No
 198         300        7/1/2006   6/1/2016              125,997            10,499.72                NAP                       No
 199         357        4/1/2006   3/1/2016              115,732             9,644.30                NAP                       No
 200         359        6/1/2006   5/1/2016              111,876             9,323.01                NAP                       No
 201         238        5/1/2006   4/1/2016              132,078            11,006.54                NAP                       No
 202         360        5/1/2006   4/1/2016               88,208             7,350.69              8,801.30             34     No
 203         360        6/1/2006   5/1/2016               95,052             7,921.01              9,235.76             23     No
 204         359        6/1/2006   5/1/2016              108,612             9,051.04                NAP                       No
 205         360        7/1/2006   6/1/2016              104,755             8,729.60                NAP                       No
 206         359        6/1/2006   5/1/2016               98,468             8,205.63                NAP                       No
 207         358        5/1/2006   4/1/2016               98,068             8,172.33                NAP                       No
 208         359        6/1/2006   5/1/2016               91,565             7,630.39                NAP                       No
 209         358        5/1/2006   4/1/2016               89,135             7,427.94                NAP                       No
 210          0         5/1/2006   4/1/2016               65,420             5,451.68                NAP               118     No
 211         357        4/1/2006   3/1/2016               72,100             6,008.37                NAP                       No
 212         299        6/1/2006   5/1/2016               73,993             6,166.07                NAP                       Yes
 213         360        7/1/2006   6/1/2016               59,860             4,988.34                NAP                       No


                              ARD     CROSSED                      DSCR
                              LOAN     WITH                    AFTER INITIAL      GRACE      PAYMENT    APPRAISED      APPRAISAL
  ID   LOCKBOX TYPE          (Y/N)  OTHER LOANS  DSCR (X) (5)  IO PERIOD (X)  PERIOD (DAYS)   DATE       VALUE ($)  (AS-OF DATE (6)
-----  --------------------  -----  -----------  ------------  -------------  -------------  -------  ------------  ----------------

  1    Hard                   No                     1.51          1.24             0          5th    195,800,000       2/20/2006
  2    Hard                   No                     1.99          1.64             0          5th    350,000,000        5/1/2006
  3    Hard                   No                     1.40          1.16             0          5th    115,000,000       1/13/2006
  4    Springing Hard         No                     1.40           NAP             5          1st     62,700,000        Various
 4-a                                                                                                   18,000,000       2/14/2006
 4-b                                                                                                   15,000,000       2/14/2006
 4-c                                                                                                   12,900,000       2/21/2006
 4-d                                                                                                   10,500,000       2/14/2006
 4-e                                                                                                    6,300,000       2/17/2006
  5    Springing Hard         No                     1.46          1.25             5          1st     57,500,000        3/9/2006
  6    Hard                   No                     1.57          1.33             5          1st     60,000,000       12/1/2005
  7    NAP                    No                     1.41          1.18             0          5th     45,700,000       1/23/2006
 7-a                                                                                                   16,400,000       1/23/2006
 7-b                                                                                                   11,300,000       1/23/2006
 7-c                                                                                                    7,500,000       1/23/2006
 7-d                                                                                                    6,000,000       1/18/2006
 7-e                                                                                                    4,500,000       1/23/2006
  8    NAP                    No                     1.20           NAP             0          5th     45,700,000       12/1/2005
  9    NAP                    Yes                    1.39          1.20             0          1st     39,590,000        Various
 9-a                                                                                                   21,000,000        3/2/2006
 9-b                                                                                                    9,800,000        3/2/2006
 9-c                                                                                                    5,690,000        3/9/2006
 9-d                                                                                                    3,100,000        3/2/2006
 10    Hard                   No                     1.46          1.22             5          1st     44,000,000        2/3/2006
 11    NAP                    No                     1.42          1.19             0          5th     37,200,000        Various
11-a                                                                                                   13,100,000       1/23/2006
11-b                                                                                                    7,800,000       1/23/2006
11-c                                                                                                    7,000,000       1/23/2006
11-d                                                                                                    5,000,000       1/23/2006
11-e                                                                                                    4,300,000       1/18/2006
 12    NAP                    No                     2.24           NAP             0          1st     49,150,000       1/20/2006
 13    Hard                   No                     1.36          1.14             0          5th     44,000,000       3/31/2006
 14    NAP                    No                     2.34           NAP             0          1st     49,000,000        1/1/2006
 15    NAP                    No                     1.51          1.21             0          5th     30,300,000       9/13/2005
 16    Springing Hard         Yes                    1.46          1.22             0          5th     32,500,000       2/17/2006
 17    Hard                   No                     1.43          1.20             0          1st     28,700,000       3/17/2006
 18    Hard                   No                     1.72           NAP             0          1st     33,100,000        1/1/2006
18-a                                                                                                    9,300,000        1/1/2006
18-b                                                                                                    7,100,000        1/1/2006
18-c                                                                                                    6,000,000        1/1/2006
18-d                                                                                                    5,700,000        1/1/2006
18-e                                                                                                    5,000,000        1/1/2006
 19    Hard                   No                     1.51          1.23             0          1st     25,600,000       1/17/2006
 20    Hard                   Yes                    1.56          1.29             5          1st     27,800,000       10/1/2005
 21    NAP                    No                     1.45          1.24             0          1st     26,560,000        3/1/2006
 22    Springing Hard         No                     1.41          1.18             5          1st     29,000,000        4/3/2006
 23    NAP                    Yes                    1.23           NAP             0          1st     26,750,000       2/17/2006
 24    Soft, Springing Hard   No                     1.69          1.37             0          1st     24,850,000       12/2/2005
 25    NAP                    No                     1.61           NAP             0          1st     27,900,000      12/21/2005
 26    NAP                    No                     1.66           NAP             0          5th     30,000,000      11/29/2005
 27    Springing Hard         Yes    Crossed A       1.40          1.20             5          1st     15,000,000        3/7/2006
 28    Springing Hard         Yes    Crossed A       1.40          1.20             5          1st      7,930,000        3/7/2006
 29    Hard                   No                     1.90          1.57             5          1st     30,000,000        2/1/2006
 30    Hard                   No                     1.45          1.21             5          1st     23,200,000        1/3/2006
 31    NAP                    No                     1.37           NAP             5          1st     22,500,000       1/27/2006
 32    Hard                   Yes                    1.20           NAP             0          5th     21,000,000        1/4/2006
 33    NAP                    No                     1.37          1.16             0          1st     22,700,000       1/13/2006
 34    NAP                    No                     1.74           NAP             5          1st     21,200,000      12/19/2005
 35    Hard                   No                     1.46          1.21             5          1st     19,100,000      12/28/2005
 36    NAP                    No                     1.45          1.20             0          5th     17,600,000        3/8/2006
 37    NAP                    No                     1.20           NAP             0          1st     18,900,000       3/16/2006
 38    Hard                   Yes                    1.71          1.36             5          1st     19,600,000       1/23/2006
 39    NAP                    No                     1.65          1.35             0          5th     18,800,000       2/17/2006
 40    Springing Hard         No                     1.84           NAP             0          1st     18,200,000        4/1/2006
 41    NAP                    No                     1.62          1.34             5          1st     17,850,000       11/9/2006
 42    Springing Hard         Yes                    1.20           NAP             0          5th     16,800,000       10/1/2005
 43    NAP                    No                     1.52          1.26             5          1st     16,000,000        1/9/2006
 44    Hard                   No                     1.70          1.39             5          1st     16,700,000       12/1/2006
 45    Springing Hard         Yes                    1.84           NAP             0          1st     19,150,000      11/23/2005
 46    NAP                    No                     1.44          1.23             7          1st     18,280,000        2/9/2006
 47    NAP                    No                     1.42          1.18             0          5th     19,200,000      12/28/2005
 48    NAP                    No                     1.42          1.10             0          1st     13,800,000        1/1/2007
 49    NAP                    Yes                    1.43           NAP             5          1st     13,130,000       12/1/2005
 50    NAP                    No                     1.27           NAP             0          5th     14,500,000       2/28/2006
 51    NAP                    No                     1.15           NAP             0          1st     12,800,000        Various
51-a                                                                                                   10,000,000       3/27/2006
51-b                                                                                                    2,800,000       3/22/2006
 52    NAP                    No                     1.21           NAP             0          5th     11,970,000        4/1/2006
 53    NAP                    No                     1.57          1.33             0          3rd     16,300,000       3/28/2006
 54    NAP                    No                     1.40           NAP             5          1st     15,100,000       3/22/2006
 55    NAP                    No                     1.52          1.26             0          5th     14,200,000       1/17/2006
 56    NAP                    No                     1.20           NAP             5          1st     12,100,000       2/17/2006
 57    NAP                    No                     1.21           NAP             0          5th     13,050,000       1/27/2006
 58    NAP                    No                     1.21           NAP             0          5th     11,250,000      12/27/2005
 59    NAP                    Yes                    1.48           NAP             5          1st     11,970,000       12/1/2005
 60    NAP                    Yes                    1.53          1.26             0          1st     14,400,000       12/6/2005
 61    NAP                    No                     1.69          1.40             5          1st     13,300,000       3/15/2006
 62    Springing Hard         Yes                    1.44          1.20             5          1st     11,100,000       1/17/2006
 63    Hard                   No                     1.36           NAP             0          5th     13,200,000        2/9/2006
 64    NAP                    No                     1.40           NAP             5          1st     12,800,000        4/1/2006
 65    Hard                   Yes                    1.21           NAP             0          5th     13,550,000        1/6/2006
 66    Springing Hard         Yes                    1.72          1.41             5          1st     12,400,000       3/14/2006
 67    NAP                    No                     1.86           NAP             5          1st     12,700,000        2/8/2006
 68    NAP                    No                     1.70          1.40             5          1st     12,680,000       3/16/2006
 69    NAP                    No                     1.23           NAP             5          1st     10,300,000       3/31/2006
 70    NAP                    No                     1.29           NAP             0          1st     10,100,000       10/3/2005
 71    NAP                    No                     1.47          1.22             0          5th     10,700,000       1/20/2006
 72    Springing Hard         No                     1.58           NAP             5          1st     11,100,000        1/1/2006
 73    Springing Hard         No                     1.44           NAP             5          1st     13,100,000       3/16/2006
 74    NAP                    No                     1.31           NAP             0          1st     11,200,000        3/1/2006
 75    NAP                    No                     1.26           NAP             5          1st     13,100,000        2/8/2006
 76    NAP                    No                     1.46          1.21             0          5th     11,350,000       3/20/2006
 77    NAP                    No                     1.20           NAP             2          1st     10,800,000      10/14/2005
 78    Springing Hard         Yes                    1.21           NAP             5          1st     10,450,000       2/24/2006
 79    NAP                    Yes                    1.49           NAP             5          1st     10,150,000       12/1/2005
 80    NAP                    No                     1.66          1.37             5          1st     13,840,000        Various
80-a                                                                                                   10,750,000       12/3/2005
80-b                                                                                                    3,090,000       12/8/2005
 81    NAP                    No                     1.70          1.42             0          1st     10,700,000        4/1/2006
 82    NAP                    No                     1.48          1.23             5          1st      9,400,000       3/28/2006
 83    Hard                   No                     1.47          1.23             5          1st      9,500,000       1/26/2006
 84    NAP                    No                     1.20           NAP             5          1st     10,900,000        3/2/2006
 85    NAP                    No                     1.20           NAP             5          1st     10,000,000        1/5/2006
 86    Springing Hard         No                     1.55           NAP             5          1st     10,420,000        1/5/2006
86-a                                                                                                    5,650,000        1/5/2006
86-b                                                                                                    4,770,000        1/5/2006
 87    Springing Hard         No                     1.48          1.22             5          1st     10,000,000        2/2/2006
 88    Springing Hard         No                     1.82          1.56             5          1st      9,600,000       3/16/2006
 89    Hard                   No                     1.49          1.23             0          5th      9,000,000        1/1/2006
 90    NAP                    No                     1.78          1.45             0          5th     13,400,000       1/13/2006
 91    NAP                    No                     1.31           NAP             5          1st      9,110,000        3/7/2006
 92    NAP                    No                     1.55           NAP             5          1st      8,900,000      11/18/2005
 93    NAP                    No                     1.45          1.21             0          3rd      8,700,000        2/9/2006
 94    NAP                    Yes                    1.45           NAP             5          1st      9,030,000      11/30/2005
 95    NAP                    No                     1.89           NAP             5          1st      9,900,000      12/21/2005
 96    Springing Hard         No                     1.90           NAP             0          1st     10,800,000       12/1/2005
 97    NAP                    No                     1.65           NAP             5          1st      9,700,000      12/19/2005
 98    NAP                    No                     1.64           NAP             5          1st      9,800,000      12/20/2005
 99    NAP                    No                     1.56           NAP             5          1st      9,100,000      12/20/2005
 100   NAP                    No                     1.77          1.47             0          3rd      8,700,000        4/1/2006
 101   NAP                    No                     1.53          1.27             0          1st      8,100,000       2/23/2006
 102   Springing Hard         No                     2.12           NAP             5          1st     10,200,000        1/5/2006
 103   Springing Hard         Yes                    2.05          1.61             5          1st      9,600,000      11/27/2005
 104   NAP                    No                     1.42           NAP             5          1st      7,810,000      11/21/2005
 105   Springing Hard         Yes                    2.31           NAP             0          5th     12,500,000      12/15/2005
 106   NAP                    No                     1.21           NAP             0          5th      7,940,000        3/1/2006
 107   NAP                    No                     1.59          1.30             5          1st      8,300,000       1/19/2006
 108   NAP                    No                     1.32           NAP             0          1st      8,100,000       1/11/2006
 109   NAP                    No                     1.40           NAP             5          1st      8,480,000        2/7/2006
 110   NAP                    No     Crossed B       1.51           NAP             0          1st      5,410,000       11/2/2005
 111   NAP                    No     Crossed B       1.51           NAP             0          1st      3,620,000       11/2/2005
 112   NAP                    No                     1.28           NAP             5          1st      7,600,000       1/18/2006
 113   Springing Hard         Yes                    1.51          1.27             0          5th      6,900,000       1/10/2006
 114   NAP                    No                     1.81           NAP             5          1st     11,700,000        3/1/2006
 115   Hard                   Yes                    1.30           NAP             0          5th      8,500,000        1/4/2006
 116   NAP                    Yes                    1.49           NAP             5          1st      7,010,000       12/1/2005
 117   NAP                    No                     1.26           NAP             5          1st      7,600,000      10/17/2005
 118   NAP                    No                     1.53          1.28             3          1st      7,175,000        3/7/2006
 119   NAP                    No                     1.89          1.58             0          5th      9,400,000       1/24/2006
 120   NAP                    No                     1.20           NAP             0          1st      6,250,000       2/28/2006
 121   NAP                    No                     1.50           NAP             0          5th      7,900,000      12/18/2005
 122   NAP                    No                     1.41           NAP             0          1st      6,870,000       12/1/2005
 123   NAP                    No                     1.49          1.23             5          1st      6,800,000        2/1/2006
 124   NAP                    No                     2.05           NAP             5          1st      9,200,000       9/28/2005
 125   Springing Hard         No                     1.24           NAP             5          1st      7,530,000       2/17/2006
 126   NAP                    No                     1.51           NAP             5          1st      7,200,000       1/26/2006
 127   NAP                    No                     1.90          1.47             0          1st      6,400,000       3/16/2006
 128   NAP                    No                     1.84          1.52             0          3rd      8,200,000       2/14/2006
 129   NAP                    No                     1.27           NAP             0          1st      6,100,000       5/15/2006
 130   NAP                    No                     1.11           NAP             0          5th      6,000,000       1/10/2006
 131   NAP                    No                     1.23           NAP             0          1st      5,300,000        5/1/2006
 132   NAP                    No                     1.37           NAP             0          1st      5,870,000       3/28/2006
 133   NAP                    No                     1.45          1.25             5          1st      5,900,000      11/29/2005
 134   NAP                    No                     1.46          1.24             5          1st      6,210,000      10/31/2005
 135   NAP                    No                     2.88           NAP             0          1st     10,100,000        3/8/2006
 136   NAP                    No                     2.13           NAP             0          1st      8,500,000        3/8/2006
 137   Springing Hard         Yes                    1.27           NAP             5          1st      6,600,000       2/23/2006
 138   Springing Hard         No                     1.35           NAP             5          1st      6,825,000       1/11/2006
 139   NAP                    No                     1.69           NAP             5          1st      5,400,000       11/3/2005
 140   NAP                    No                     1.27           NAP             5          1st      5,065,000       3/31/2006
 141   NAP                    No                     1.20           NAP             5          1st      4,900,000       12/6/2005
 142   NAP                    No                     1.59           NAP             0          1st      6,800,000       2/17/2006
 143   Springing Hard         No                     1.62          1.31             5          1st      4,700,000      12/29/2005
 144   NAP                    No                     1.23           NAP             5          1st      6,200,000       11/1/2005
 145   NAP                    No                     1.38           NAP             0          1st      7,000,000       2/28/2006
 146   NAP                    No                     1.27           NAP             0          1st      5,025,000       2/22/2006
 147   Springing Hard         No                     1.38           NAP             5          1st      6,100,000        4/1/2006
 148   NAP                    No                     1.36           NAP             5          1st      5,750,000       2/23/2006
 149   NAP                    No                     1.40          1.20             0          5th      4,735,000        3/2/2006
 150   NAP                    No                     1.26           NAP             0          1st      4,650,000       3/14/2006
 151   NAP                    No                     1.32           NAP             0          1st      4,520,000       1/27/2006
 152   NAP                    No                     1.27           NAP             5          1st      4,950,000       1/11/2006
 153   Springing Hard         Yes                    1.62           NAP             5          1st      5,400,000       3/13/2006
 154   NAP                    No                     1.37           NAP             0          1st      4,650,000        3/1/2006
 155   NAP                    No                     1.28           NAP             5          1st      4,300,000        2/9/2006
 156   NAP                    No                     1.25           NAP             0          1st      5,100,000       2/24/2006
 157   Springing Hard         Yes                    1.50           NAP             5          1st      5,330,000        3/7/2006
 158   NAP                    No                     1.33           NAP             0          1st      4,100,000       2/14/2006
 159   NAP                    No                     1.43          1.20             0          5th      3,970,000       2/28/2006
 160   Springing Hard         Yes                    2.25           NAP             0          5th      7,600,000       1/20/2006
160-a                                                                                                   3,900,000       1/20/2006
160-b                                                                                                   3,700,000       1/20/2006
 161   NAP                    No                     1.27           NAP             5          1st      4,900,000       11/1/2005
 162   NAP                    No                     1.27           NAP             0          1st      4,000,000       3/13/2006
 163   NAP                    No                     1.43           NAP             5          1st      4,180,000       2/15/2006
 164   NAP                    No                     1.74          1.47             5          1st      3,630,000       1/24/2006
 165   NAP                    No                     1.85           NAP             5          1st      3,850,000       1/26/2006
 166   NAP                    No                     1.84          1.52             5          1st      4,065,000       2/21/2006
 167   NAP                    No                     1.30           NAP             5          1st      3,800,000       2/14/2006
 168   NAP                    No                     1.32           NAP             5          1st      3,930,000        2/9/2006
 169   NAP                    No                     1.70           NAP             0          1st      4,000,000       11/1/2005
 170   NAP                    No                     1.26           NAP             5          1st      3,100,000      12/20/2005
 171   NAP                    No                     1.39           NAP             5          1st      5,600,000       12/1/2005
 172   NAP                    No                     1.54           NAP             5          1st      3,510,000      10/20/2005
 173   NAP                    No                     1.57           NAP             0          1st      4,100,000       3/14/2006
 174   NAP                    No                     1.33           NAP             5          1st      3,300,000        2/9/2006
 175   NAP                    No                     1.20           NAP             5          1st      3,000,000        8/9/2005
 176   NAP                    No                     1.56           NAP             5          1st      4,000,000       3/13/2006
 177   NAP                    No                     1.89           NAP             0          1st      5,100,000       2/13/2006
 178   NAP                    No                     1.53           NAP             0          1st      5,700,000       2/16/2006
 179   NAP                    No                     1.44           NAP             0          3rd      3,100,000        2/1/2006
 180   NAP                    No                     1.37           NAP             5          1st      3,030,000       6/16/2006
 181   NAP                    No                     1.48          1.24             5          1st      2,750,000       2/15/2006
 182   NAP                    No                     1.28           NAP             5          1st      2,700,000       1/26/2006
 183   NAP                    No                     1.23           NAP             0          1st      2,500,000        4/3/2006
 184   NAP                    No                     1.54           NAP             0          1st      3,300,000       2/22/2006
 185   Springing Hard         Yes                    1.34           NAP             5          1st      2,700,000       1/19/2006
 186   NAP                    No                     1.34           NAP             0          1st      2,500,000       1/11/2006
 187   NAP                    No                     1.30           NAP             5          1st      2,400,000       2/10/2006
 188   NAP                    No                     1.20           NAP             5          1st      2,250,000       3/17/2006
 189   NAP                    No                     1.23           NAP             0          3rd      2,780,000       2/17/2006
 190   NAP                    No                     1.29           NAP             0          1st      3,100,000        3/1/2006
 191   NAP                    No                     1.54          1.32             5          1st      2,300,000        2/8/2006
 192   Soft, Springing Hard   No                     1.41          1.20             5          1st      2,600,000        2/2/2006
 193   NAP                    No                     1.36           NAP             0          1st      2,700,000        3/1/2006
 194   NAP                    No                     1.24           NAP             0          1st      2,350,000       3/10/2006
 195   NAP                    No                     1.40           NAP             0          1st      2,700,000       2/22/2006
 196   NAP                    No                     1.49          1.23             0          1st      2,250,000       2/15/2006
 197   NAP                    No                     1.38           NAP             5          1st      2,300,000       2/16/2006
 198   NAP                    No                     1.83           NAP             5          1st      2,600,000       3/24/2006
 199   NAP                    No                     1.37           NAP             5          1st      2,400,000       10/7/2005
 200   NAP                    No                     1.23           NAP             0          1st      2,040,000        3/9/2006
 201   NAP                    No                     1.33           NAP             0          1st      2,800,000        2/2/2006
 202   NAP                    No                     2.30          1.92             0          1st      3,820,000       2/13/2006
 203   NAP                    No                     2.33          2.00             5          1st      2,755,000       2/22/2006
 204   NAP                    No                     1.30           NAP             5          1st      1,880,000       2/23/2006
 205   NAP                    No                     1.72           NAP             5          1st      2,700,000       3/15/2006
 206   NAP                    No                     1.47           NAP             5          1st      2,460,000        5/1/2006
 207   NAP                    No                     1.34           NAP             5          1st      1,825,000        2/2/2006
 208   NAP                    No                     1.20           NAP             5          1st      2,600,000       3/13/2006
 209   NAP                    No                     1.29           NAP             5          1st      1,725,000      12/27/2005
 210   NAP                    No                     2.81           NAP             0          1st      3,100,000        3/8/2006
 211   NAP                    No                     1.28           NAP             5          1st      1,825,000      12/15/2005
 212   Springing Hard         No                     1.57           NAP             5          1st      1,700,000       2/13/2006
 213   NAP                    No                     2.28           NAP             5          1st      2,100,000       3/15/2006


        CUT-OFF           LTV
       DATE LTV        RATIO AT
 ID    RATIO (6)  MATURITY OR ARD (6)  ADDRESS                                                             CITY
-----  ---------  -------------------  ------------------------------------------------------------------  -----------------------

  1      79.9%           71.7%         3195 28th Street SE                                                 Grand Rapids
  2      44.3%           41.3%         1675 Broadway                                                       New York
  3      78.7%           69.3%         440-490 State Route 211 East                                        Middletown
  4      75.0%           75.0%         Various                                                             Various
 4-a                                   5900 Broken Sound Parkway                                           Boca Raton
 4-b                                   6000 Broken Sound Parkway                                           Boca Raton
 4-c                                   990 South Rogers Circle                                             Boca Raton
 4-d                                   6100 NW Broken Sound Parkway                                        Boca Raton
 4-e                                   2150 SW 10th Street                                                 Deerfield Beach
  5      77.4%           72.7%         6600 - 6868 France Avenue South                                     Edina
  6      72.5%           66.9%         1301 East 9th Street                                                Cleveland
  7      79.5%           71.8%         Various                                                             Fairlawn
 7-a                                   3875 Embassy Parkway                                                Fairlawn
 7-b                                   3700 Embassy Parkway                                                Fairlawn
 7-c                                   4040 Embassy Parkway                                                Fairlawn
 7-d                                   3560 West Market Office                                             Fairlawn
 7-e                                   3500 Embassy Parkway                                                Fairlawn
  8      72.1%           60.7%         3251 Wall Boulevard                                                 Gretna
  9      78.0%           74.5%         Various                                                             Various
 9-a                                   11825-11995 Starcrest                                               San Antonio
 9-b                                   7 & 11 Leigh Fisher, 25 Butterfield Trails & 15 Zane Grey           El Paso
 9-c                                   3700 & 3701 Ursula                                                  McAllen
 9-d                                   4950 Avenida Creel                                                  Santa Teresa
 10      70.0%           65.4%         5370 Stone Mountain Highway                                         Stone Mountain
 11      77.0%           69.5%         Various                                                             Various
11-a                                   3925 Embassy Parkway                                                Fairlawn
11-b                                   4000 Embassy Parkway                                                Fairlawn
11-c                                   3737 Embassy Parkway                                                Fairlawn
11-d                                   3770 Embassy Parkway                                                Fairlawn
11-e                                   5399 Lauby Road                                                     Green
 12      55.3%           55.3%         13600 Baltimore Avenue                                              Laurel
 13      61.4%           59.2%         6312 South Fiddlers Green Circle                                    Greenwood Village
 14      54.7%           54.7%         20 Ash Brook Road                                                   Keene
 15      79.2%           67.4%         9019-9041 North Deerwood Drive and 9000-9151 North Deerbrook Trail  Brown Deer
 16      70.8%           69.1%         3312 North Berkeley Lake Road                                       Duluth
 17      73.2%           68.4%         38 W, 195 W and 217 W. Lancaster Avenue                             Ardmore
 18      63.1%           48.9%         Various                                                             Various
18-a                                   416 S. Independence Blvd                                            Virginia Beach
18-b                                   6785 Fairfield Business Center Drive                                Fairfield
18-c                                   7021 Tara Blvd                                                      Jonesboro
18-d                                   6067 Buford Highway                                                 Norcross
18-e                                   540 Pressley Road                                                   Charlotte
 19      80.1%           74.5%         I-189 at U.S. Route 7                                               South Burlington
 20      73.2%           65.8%         One Scott Way                                                       Lester
 21      73.8%           69.3%         9500-9622 Roberts Road & 8051 & 8069 95th Street                    Hickory Hills
 22      64.8%           60.5%         SEC Rancho Santa Fe Rd & Camino De Los Coches                       Carlsbad
 23      68.7%           53.7%         1314 Douglas Street                                                 Omaha
 24      72.4%           67.3%         15000  West Airport                                                 Sugar Land
 25      62.7%           52.8%         19801 South Santa Fe Avenue                                         Rancho Dominguez
 26      58.2%           48.6%         10057-10137 Adamo Drive                                             Brandon
 27      72.7%           68.4%         2020  West State Highway 114                                        Grapevine
 28      72.7%           68.4%         2040 West State Hwy 114                                             Grapevine
 29      55.0%           51.3%         29-35 9th Avenue                                                    New York
 30      71.1%           62.9%         3003 Highland Avenue                                                National City
 31      68.8%           59.0%         2141 Central Park Avenue                                            Yonkers
 32      72.9%           61.4%         3730-3740 Crenshaw Boulevard                                        Los Angeles
 33      63.9%           56.6%         7901 East Lowry Boulevard                                           Denver
 34      67.1%           60.9%         717 South Highway 101                                               Solana Beach
 35      73.8%           65.0%         2226-2450 North Richmond Road                                       McHenry
 36      79.1%           73.8%         1 Russett Lane                                                      Middletown
 37      73.6%           65.6%         2501 165th Street                                                   Hammond
 38      68.9%           58.3%         85 Glastonbury Blvd.                                                Glastonbury
 39      69.1%           60.8%         2000 Lincoln Way                                                    Massillon
 40      71.3%           60.6%         19324 Alderwood Mall Parkway                                        Lynnwood
 41      71.4%           61.6%         8550, 8410, 8400 Datapoint Dr.                                      San Antonio
 42      75.3%           64.6%         2000 44th Street Southwest                                          Fargo
 43      76.9%           67.8%         9821 & 9822 Fallard Court                                           Upper Marlboro
 44      73.4%           65.7%         9 Finderne Avenue                                                   Bridgewater
 45      62.8%           62.8%         4827& 4887 S Wadsworth Way                                          Denver
 46      62.6%           59.7%         2580 Senter Road                                                    San Jose
 47      59.1%           53.2%         1200 Clay Street                                                    Oakland
 48      78.8%           67.4%         111 North Washington Street                                         Green Bay
 49      75.0%           75.0%         5150 Center Street                                                  Omaha
 50      65.5%           56.3%         500 Woodlake Drive                                                  Chesapeake
 51      74.2%           63.2%         Various                                                             Various
51-a                                   3939 East Camelback Road                                            Phoenix
51-b                                   825 - 851 West University Drive                                     Tempe
 52      78.5%           66.8%         940 N Central Avenue                                                Wood Dale
 53      57.7%           54.0%         67 North Dobson Road                                                Mesa
 54      61.3%           51.9%         2901-2961 West MacArthur Boulevard                                  Santa Ana
 55      64.8%           57.2%         6565 McCallum Boulevard                                             Dallas
 56      76.0%           64.5%         1300 Virginia Drive                                                 Fort Washington
 57      69.5%           58.8%         7400 East Golf Links Road                                           Tucson
 58      79.8%           67.4%         7102 Highway 70 South                                               Nashville
 59      74.7%           74.7%         3870 Highway D                                                      Osage Beach
 60      62.0%           51.9%         770 East El Camino Real                                             Sunnyvale
 61      65.8%           61.3%         5160 Vineland Avenue                                                North Hollywood
 62      78.4%           70.7%         3041-3135 Mechanicsville Turnpike                                   Richmond
 63      65.8%           56.3%         870 Duane Avenue                                                    Santa Clara
 64      67.1%           46.4%         1015 Paul Bunyan Drive S                                            Bemidji
 65      63.3%           53.6%         9312 Rosecrans Ave; 14301-14379 Clark Ave                           Bellflower
 66      68.5%           58.6%         835 Upper Union Street                                              Franklin
 67      66.8%           60.8%         9310 Kearny Mesa Road                                               San Diego
 68      66.2%           61.7%         9245-9465 South Broadway                                            Highlands Ranch
 69      79.1%           67.1%         6605-6655 Crain Highway                                             La Plata
 70      79.8%           67.3%         899 Dogwood Avenue                                                  Lemoore
 71      74.8%           65.9%         9616 Micron Avenue                                                  Sacramento
 72      72.1%           57.2%         8955 Lakota Drive West                                              West Chester
 73      61.0%           48.3%         14619 Potomac Mills Road                                            Woodbridge
 74      71.3%           59.9%         51375 Gratiot Avenue and 23 Mile & Gratiot Avenue                   Chesterfield Township
 75      60.4%           50.7%         1102-1110 8th Avenue                                                Seattle
 76      68.7%           64.1%         340-10 West Duarte Road                                             Monrovia
 77      71.6%           60.6%         2240 & 2340 W. University Drive                                     Mesa
 78      73.2%           62.4%         7945 Orion Avenue                                                   Van Nuys
 79      75.0%           75.0%         201 West 10th Avenue                                                Milan
 80      54.2%           48.7%         Various                                                             Various
80-a                                   40356 Murrieta Hot Springs Road                                     Murrieta
80-b                                   6522-6552 Bolsa Avenue                                              Huntington Beach
 81      70.1%           60.6%         869 Lynnhaven Parkway                                               Virginia Beach
 82      79.8%           70.5%         1366 Tappahannock Boulevard                                         Tappahannock
 83      77.4%           71.1%         15020 Shady Grove Road                                              Rockville
 84      67.4%           56.7%         600 North Humboldt Avenue                                           Willows
 85      72.8%           61.8%         1805 Oates Drive                                                    Mesquite
 86      69.1%           58.2%         Various                                                             Various
86-a                                   1207 West McDermott Drive                                           Allen
86-b                                   6805 Colleyville Boulevard                                          Colleyville
 87      71.1%           62.6%         3500-3520 Thomas Road                                               Santa Clara
 88      73.4%           65.6%         2436 Gum Road                                                       Chesapeake
 89      77.8%           68.3%         4824-4870 1st Avenue East                                           Cedar Rapids
 90      52.2%           48.6%         3000 Windy Hill Road                                                Marietta
 91      76.8%           65.5%         1935 Lor Ray Drive and 2101 E, 2101 Excalibur Road                  North Mankato
 92      78.3%           60.8%         11800 108th Street                                                  Kenosha
 93      79.3%           68.6%         7670 North Oakbrook Drive                                           Reynoldsburg
 94      75.0%           75.0%         410 North Ankeny Boulevard                                          Ankeny
 95      67.8%           61.6%         350 West Montgomery Avenue                                          Porterville
 96      61.9%           48.0%         12000 Collegiate Way                                                Orlando
 97      68.7%           62.4%         3330 Rosecrans Street                                               San Diego
 98      66.5%           60.4%         4540 Mission  Bay Drive                                             San Diego
 99      69.9%           63.5%         133 Encinitas Blvd.                                                 Encinitas
 100     72.4%           62.4%         285 Columbiana Drive                                                Columbia
 101     77.8%           67.1%         101 Lewis Drive                                                     Millersville
 102     61.3%           61.3%         6901 Riverport Drive                                                Louisville
 103     64.8%           54.4%         2140 Motel Drive                                                    Bethlehem
 104     79.0%           66.7%         4700-4950 Research Drive                                            San Antonio
 105     49.4%           49.4%         615-829 SW Keck Drive                                               McMinnville
 106     76.7%           64.5%         4562-4587, 22563-22935 Newport Lane                                 Warrensville Heights
 107     72.3%           67.2%         21 Timpany Blvd                                                     Gardner
 108     73.9%           62.7%         37100 Six Mile Road                                                 Livonia
 109     67.7%           57.9%         15701 N. Reems Rd                                                   Surprise
 110     62.5%           53.1%         4500 and 4512 Andrews Street                                        North Las Vegas
 111     62.5%           53.1%         5075 Cameron Street                                                 Las Vegas
 112     74.3%           62.8%         1830 Scenic Highway                                                 Snellville
 113     79.7%           75.8%         2736 Meadow Church Road                                             Duluth
 114     47.0%           39.3%         152-286 W. Foothill Blvd.                                           Rialto
 115     64.5%           54.4%         6907-6915 & 6933 La Tijera Blvd.                                    Los Angeles
 116     75.0%           75.0%         2181 Logan Avenue                                                   Waterloo
 117     69.0%           58.5%         481 Remainder Estate Chocolate Hole                                 No. 11 Cruz Bay Quarter
 118     71.1%           61.4%         51 South Main Avenue                                                Clearwater
 119     53.2%           48.0%         316 Cornelia Street                                                 Plattsburgh
 120     79.8%           67.5%         1305 Veterans Parkway                                               Clarksville
 121     63.1%           52.9%         2165 West Rugby Avenue                                              College Park
 122     72.5%           61.5%         1337 Taylor Farm Road                                               Virginia Beach
 123     70.6%           62.2%         100 Tamal Plaza                                                     Corte Madera
 124     51.1%           44.3%         7411 North Oracle Rd.                                               Tucson
 125     62.3%           52.6%         399 Exterior Street                                                 Bronx
 126     61.0%           51.3%         1266 Furnace Brook Parkway                                          Quincy
 127     67.8%           56.2%         2960 Old Hickory Blvd.                                              Nashville
 128     52.4%           46.2%         269 Mt. Hermon Road                                                 Scotts Valley
 129     68.8%           58.1%         1305 N. Casaloma Drive                                              Grand Chute
 130     69.7%           45.3%         1100 Yverdon Drive                                                  Camp Hill
 131     78.5%           70.9%         7001 and 7017 Forest Hills Avenue                                   Richmond
 132     70.3%           59.6%         13915 North Dysart Road                                             El Mirage
 133     69.5%           62.1%         4811-4815, 4831-4841, 4921-4945 W. Craig Road                       Las Vegas
 134     64.9%           58.9%         4401 Broadway Boulevard                                             Sacramento
 135     39.6%           39.6%         3 Hillside Avenue                                                   Rockaway
 136     47.1%           47.1%         414 Highland Avenue                                                 Clifton
 137     60.5%           52.5%         740 Calle Plano                                                     Camarillo
 138     58.4%           49.7%         1560 Sycamore Avenue                                                Hercules
 139     73.8%           57.4%         1004 Treetops Boulevard                                             Flowood
 140     77.8%           63.1%         4800 S. Hwy 41                                                      Terre Haute
 141     79.9%           68.1%         302A - 310F North 16th Street & 1703 Fremont Drive                  Canon City
 142     57.4%           48.5%         8955 Wake Fern Drive                                                Bonita Springs
 143     78.7%           68.9%         295 Worth Avenue                                                    Stafford
 144     54.7%           51.4%         1240 Sherman Avenue                                                 Bronx
 145     52.4%           44.4%         1440-1460 Ethan Way                                                 Sacramento
 146     72.9%           61.7%         3141 East Beardsley Road                                            Phoenix
 147     58.6%           50.1%         7941 Winchester Road                                                Memphis
 148     60.8%           52.2%         3800 Russell Street and 1220 & 1132 SW Higgins Ave                  Missoula
 149     72.2%           63.0%         201 South Interstate Highway 45                                     Ennis
 150     72.0%           61.1%         1615-1625 Grand Ave Pkwy                                            Pflugerville
 151     73.8%           62.4%         7814 Ranch Road 620 N                                               Austin
 152     65.6%           55.9%         500-508 W. Broadway                                                 Glendale
 153     59.7%           47.3%         171 Faunce Corner Road                                              Dartmouth
 154     69.1%           58.3%         25150 Bernwood Drive                                                Bonita Springs
 155     74.1%           48.9%         670 East Pine Log Road                                              Aiken
 156     61.2%           51.8%         2958 Niles Street                                                   Bakersfield
 157     57.4%           48.6%         2828 Campus Parkway                                                 Riverside
 158     74.2%           62.5%         24611 Production Circle                                             Bonita Springs
 159     75.6%           66.9%         412 S. 13th Street & 1344 Locust Street                             Indiana
 160     39.4%           33.3%         Various                                                             Various
160-a                                  834 W. Market Street                                                Akron
160-b                                  16803 Lorain Avenue                                                 Cleveland
 161     54.0%           50.7%         1945 Loring Place South                                             Bronx
 162     64.9%           55.2%         54 N. Central Avenue                                                Campbell
 163     62.1%           52.9%         1411 West Texas Street                                              Fairfield
 164     70.0%           63.3%         6859-6885 Mesa Ridge Parkway                                        Fountain
 165     64.9%           64.9%         1300 Post Road East                                                 Westport
 166     61.5%           55.3%         1260 Holm Road & 1304 Scott Street                                  Petaluma
 167     65.7%           56.6%         942 Simpson Terrace                                                 Bedford Hills
 168     63.5%           54.2%         3275 Coach Lane                                                     Cameron Park
 169     62.3%           52.6%         5800 Lovell Avenue                                                  Fort Worth
 170     80.3%           68.4%         8300 Egan Drive                                                     Savage
 171     42.8%           36.2%         3330-3390 E. 7th St. and 665-681 Redondo Ave.                       Long Beach
 172     68.1%           58.5%         7412 South 900 East                                                 Midvale
 173     57.3%           48.5%         5860 Columbia Pike                                                  Falls Church
 174     70.2%           59.7%         635, 639, 651 Bridge Street                                         Owatonna
 175     73.8%           62.5%         5-49 Central Street                                                 Winchendon
 176     55.0%           47.2%         12401 Middlebrook Road                                              Germantown
 177     43.1%           36.4%         10000 University Boulevard                                          Orlando
 178     38.5%           25.3%         505 Jefferson Road                                                  Secaucus
 179     69.2%           58.6%         145 Windhill Road and 110-B Sunbelt Blvd                            Columbia
 180     68.0%           58.1%         2310 East Expressway 83                                             Mission
 181     72.9%           65.8%         3121 Speedway                                                       Austin
 182     74.0%           63.6%         19301 and 19341 East US Highway 40                                  Independence
 183     79.9%           68.6%         8818 W Broad Street                                                 Richmond
 184     60.5%           51.5%         3402 Mars Court                                                     Tracy
 185     71.7%           61.4%         1777 Conestoga Street                                               Boulder
 186     74.8%           59.7%         3205 SE 192nd Ave                                                   Vancouver
 187     76.5%           65.4%         8801 South 1st Street                                               Austin
 188     79.9%           68.7%         5285 Manchester Drive                                               Maple Plain
 189     64.7%           55.0%         10223 Sepulveda Boulevard                                           Mission Hills
 190     57.8%           38.1%         1735 U.S. Route 9                                                   Clifton Park
 191     77.4%           74.8%         4400 Blalock Rd.                                                    Houston
 192     66.9%           59.6%         188 Post Road West                                                  Westport
 193     62.9%           53.5%         43-15  43-27 33rd Street                                            Long Island City
 194     72.3%           56.5%         2 Connecticut Drive South                                           East Granby
 195     62.8%           53.5%         3502 Mars Way                                                       Tracy
 196     75.1%           64.2%         2106 North Forbes Boulevard                                         Tucson
 197     73.0%           57.0%         7016 Weimer Road                                                    Anchorage
 198     62.5%           48.6%         901 Wabash Ave.                                                     Terre Haute
 199     66.5%           56.8%         3310 & 3342 South Sandhill Road                                     Las Vegas
 200     76.2%           64.8%         10 Putnam Pike (Route 44)                                           Johnston
 201     55.1%           36.4%         350 Pleasant Valley Road                                            South Windsor
 202     39.3%           35.4%         2101 E. Cooley Drive                                                Colton
 203     54.4%           48.6%         1404 Route 9-D                                                      Wappingers Falls
 204     78.1%           66.9%         1020 36th Street SW                                                 Fargo
 205     51.9%           44.5%         15420 Old Columbia Pike                                             Burtonsville
 206     56.9%           48.1%         1530-1566 Blackbird Lane, 1658-1694 Duck Drive                      Howell
 207     73.3%           62.7%         1172 Gannon Drive                                                   Festus
 208     47.1%           40.5%         503 32nd Street                                                     Newport Beach
 209     68.9%           59.3%         125 S. Bridge St.                                                   Visalia
 210     36.8%           36.8%         424 River Drive                                                     Garfield
 211     54.6%           46.6%         13633 Crenshaw Boulevard                                            Hawthorne
 212     55.2%           43.2%         13134 West Ida Avenue                                               Littleton
 213     38.1%           32.7%         20-36 Vital Way                                                     Silver Spring


                                                                                NET   UNITS    CUT-OFF DATE BALANCE
                                  YEAR                YEAR        RENTABLE AREA SF/     OF    PER NET RENTABLE AREA
 ID     STATE   ZIP CODE         BUILT              RENOVATED      UNITS/ROOMS/PADS  MEASURE   SF/UNIT/ROOM/PAD ($)
-----  -------  --------  --------------------  ----------------  -----------------  -------  ---------------------

   1      MI      49512          1968                 2006                  397,897   Sq Ft                  393.32
   2      NY      10019          1989                 NAP                   761,092   Sq Ft                  203.65
   3      NY      10940          1971                 2002                  765,390   Sq Ft                  118.24
   4      FL     Various       Various                NAP                   369,444   Sq Ft                  127.22
 4-a      FL      33487          2001                 NAP                    73,191   Sq Ft                  127.22
 4-b      FL      33487          2001                 NAP                    72,763   Sq Ft                  127.22
 4-c      FL      33487          1987                 NAP                   122,390   Sq Ft                  127.22
 4-d      FL      33487          1999                 NAP                    66,100   Sq Ft                  127.22
 4-e      FL      33442          2002                 NAP                    35,000   Sq Ft                  127.22
   5      MN      55435    1967-1974, 1991            NAP                   448,299   Sq Ft                   99.26
   6      OH      44114          1964            1987/2003-2005             703,205   Sq Ft                   61.86
   7      OH      44333        Various                NAP                   304,416   Sq Ft                  119.41
 7-a      OH      44333          1990                 NAP                    95,638   Sq Ft                  136.45
 7-b      OH      44333          2000                 NAP                    78,985   Sq Ft                  113.95
 7-c      OH      44333          1992                 NAP                    50,556   Sq Ft                  117.69
 7-d      OH      44333          1985                 NAP                    49,560   Sq Ft                   96.35
 7-e      OH      44333          1995                 NAP                    29,677   Sq Ft                  120.46
   8      LA      70056          2004                 NAP                       280   Units              117,622.19
   9   Various   Various       Various                NAP                   750,732   Sq Ft                   41.15
 9-a      TX      78247       1983-1984               NAP                   303,331   Sq Ft                   41.15
 9-b      TX      79906          1983                 NAP                   263,106   Sq Ft                   41.15
 9-c      TX      78503    1992, 1994, 2005           NAP                   114,295   Sq Ft                   41.15
 9-d      NM      88008          2003                 NAP                    70,000   Sq Ft                   41.15
  10      GA      30087          1991                 NAP                   336,663   Sq Ft                   91.49
  11      OH     Various       Various                NAP                   222,509   Sq Ft                  128.76
11-a      OH      44333          1987                 NAP                    61,999   Sq Ft                  165.33
11-b      OH      44333          1988                 NAP                    56,082   Sq Ft                  109.22
11-c      OH      44333          1998                 NAP                    41,962   Sq Ft                  130.48
11-d      OH      44333          1999                 NAP                    33,528   Sq Ft                  117.07
11-e      OH      44720          1989                 NAP                    28,938   Sq Ft                   99.35
  12      MD      20707          2005                 NAP                   139,662   Sq Ft                  194.76
  13      CO      80111          1985                 NAP                   259,118   Sq Ft                  104.20
  14      NH      06431       2003-2005               NAP                   189,389   Sq Ft                  141.43
  15      WI      53223          1982                 NAP                   593,479   Sq Ft                   40.44
  16      GA      30096          1969                 2005                1,054,500   Sq Ft                   21.81
  17      PA      19003    1921, 1972, 2001           2003                   62,876   Sq Ft                  333.99
  18   Various   Various       Various              Various                     672   Rooms               31,061.20
18-a      VA      23452          1997                 2005                      139   Rooms               31,061.20
18-b      OH      45014          1997                 NAP                       132   Rooms               31,061.20
18-c      GA      30236          1996                 NAP                       139   Rooms               31,061.20
18-d      GA      30071          1989                 2002                      129   Rooms               31,061.20
18-e      NC      28217          1997                 2003                      133   Rooms               31,061.20
  19      VT      05401          2003                 NAP                   101,784   Sq Ft                  201.41
  20      PA      19029       1971, 1980              NAP                   445,896   Sq Ft                   45.64
  21      IL      60457          1985                 NAP                   199,737   Sq Ft                   98.13
  22      CA      92009          2005                 NAP                    66,948   Sq Ft                  280.81
  23      NE      68102          1981                 NAP                   383,666   Sq Ft                   47.87
  24      TX      77478          2004                 NAP                       288   Units               62,500.00
  25      CA      90221       1964/1965               1999                  356,642   Sq Ft                   49.07
  26      FL      33619          1985                 1987                  293,544   Sq Ft                   59.49
  27      TX      76051          2002                 NAP                    61,569   Sq Ft                  214.43
  28      TX      76051          2001                 NAP                    16,219   Sq Ft                  214.43
  29      NY      10014          1910                2001-3                  66,000   Sq Ft                  250.00
  30      CA      91950          1965                 1998                  121,227   Sq Ft                  136.11
  31      NY      10710       2002-2003               NAP                    53,812   Sq Ft                  287.82
  32      CA      90016          2006                 NAP                    64,235   Sq Ft                  238.19
  33      CO      80230          2000                 NAP                   135,499   Sq Ft                  107.01
  34      CA      92075          1990                 2004                      115   Rooms              123,690.07
  35      IL      60050          2001                 NAP                    91,227   Sq Ft                  154.56
  36      CT      06457          1973                 2005                      198   Units               70,328.28
  37      IN      46320       1958/1971               1996                  752,802   Sq Ft                   18.47
  38      CT      06033          2003                 NAP                       150   Rooms               90,000.00
  39      OH      44646          2006                 NAP                   108,726   Sq Ft                  119.57
  40      WA      98036          1998                 2006                      151   Rooms               85,933.44
  41      TX      78229       1972/1976            2002-2005                134,529   Sq Ft                   94.78
  42      ND      58103          2002                 NAP                   119,494   Sq Ft                  105.90
  43      MD      20772       1994/1997               NAP                   207,000   Sq Ft                   59.42
  44      NJ      08807          1941                 NAP                   316,182   Sq Ft                   38.74
  45      CO      80123          1991                 NAP                   198,477   Sq Ft                   60.59
  46      CA      95111          1973                 NAP                       182    Pads               62,912.09
  47      CA      94612          1992                 NAP                    79,937   Sq Ft                  141.99
  48      WI      54301       2004/2005               NAP                    76,521   Sq Ft                  142.05
  49      NE      68106          2005                 NAP                    67,986   Sq Ft                  144.84
  50      VA      23320          1989                 NAP                   132,208   Sq Ft                   71.86
  51      AZ     Various       Various                NAP                    48,479   Sq Ft                  195.96
51-a      AZ      85018          1953                 NAP                    37,111   Sq Ft                  195.96
51-b      AZ      85281       1981/2004               NAP                    11,368   Sq Ft                  195.96
  52      IL      60191          1986                 1990                  169,584   Sq Ft                   55.43
  53      AZ      85201          2000                 NAP                    82,003   Sq Ft                  114.63
  54      CA      92704          1990                 NAP                    96,166   Sq Ft                   96.19
  55      TX      75252          1983                 2003                      361   Units               25,484.76
  56      PA      19034          1983              1994/1998                104,171   Sq Ft                   88.24
  57      AZ      85730          1985                 NAP                       360   Units               25,205.83
  58      TN      37221          1974                 2004                   71,286   Sq Ft                  125.89
  59      MO      65049          2005                 NAP                    88,879   Sq Ft                  100.55
  60      CA      94087          2005                 NAP                    22,839   Sq Ft                  391.09
  61      CA      91601          1993                 NAP                    30,300   Sq Ft                  288.78
  62      VA      23223          1989                 NAP                   112,280   Sq Ft                   77.48
  63      CA      95054          2000                 NAP                    30,000   Sq Ft                  289.49
  64      MN      56601          2004                 NAP                       100   Rooms               85,845.93
  65      CA      90706          1973                 1988                   70,351   Sq Ft                  121.90
  66      MA      02038          1999                 NAP                       100   Rooms               85,000.00
  67      CA      92126          1983                 2005                      105   Rooms               80,810.99
  68      CO      80126          1997                 NAP                    39,003   Sq Ft                  215.37
  69      MD      20646          1972            2001/2002-2005              79,187   Sq Ft                  102.95
  70      CA      93245          2005                 NAP                       120   Units               67,138.16
  71      CA      95827          1984                 2006                   70,120   Sq Ft                  114.09
  72      OH      45069          2003                 NAP                       117   Rooms               68,376.07
  73      VA      22192          1988                 2000                      172   Rooms               46,458.24
  74      MI      48051       2002/2006               NAP                    67,284   Sq Ft                  118.66
  75      WA      98101          1928                 NAP                       194   Units               40,812.42
  76      CA      91016          1986                 2005                       76   Units              102,631.58
  77      AZ      85201          1977                 NAP                       285   Units               27,133.79
  78      CA      91406          2005                 NAP                    95,177   Sq Ft                   80.42
  79      IL      61264          2005                 NAP                    69,999   Sq Ft                  108.73
  80      CA     Various       Various                NAP                    56,596   Sq Ft                  132.52
80-a      CA      92563          1990                 NAP                    36,900   Sq Ft                  132.52
80-b      CA      92647          1970                 NAP                    19,696   Sq Ft                  132.52
  81      VA      23452       1977, 2006              NAP                    38,757   Sq Ft                  193.51
  82      VA      22560       1970/2004            1999-2000                113,829   Sq Ft                   65.89
  83      MD      20850          1988                 2004                   41,943   Sq Ft                  175.24
  84      CA      95988          1985                 2003                      180   Units               40,796.29
  85      TX      75150          1983                 2002                      280   Units               25,999.25
  86      TX     Various       Various                NAP                    41,350   Sq Ft                  174.06
86-a      TX      75013          2004                 NAP                    21,162   Sq Ft                  174.06
86-b      TX      76034          2000                 NAP                    20,188   Sq Ft                  174.06
  87      CA      95054          1973                 NAP                   113,120   Sq Ft                   62.85
  88      VA      23321          2004                 NAP                        90   Rooms               78,333.33
  89      IA      52402          2000                 NAP                    43,544   Sq Ft                  160.76
  90      GA      30067          1980                 NAP                    75,421   Sq Ft                   92.81
  91      MN      56003       1971/1999               NAP                       416    Pads               16,813.38
  92      WI      53158          1998                 NAP                       120   Rooms               58,092.69
  93      OH      43068          1989                 NAP                       181   Units               38,121.55
  94      IA      50021     1992/1995/2005            2005                   84,600   Sq Ft                   80.09
  95      CA      93257          1992                 2006                      115   Rooms               58,373.51
  96      FL      32817          1997                 2005                      123   Rooms               54,319.12
  97      CA      92110          1971                 2005                       98   Rooms               67,990.23
  98      CA      92109          1987              2002-2005                    117   Rooms               55,669.33
  99      CA      92024          1985                 2002                      124   Rooms               51,319.20
 100      SC      29212          2005                 NAP                    32,890   Sq Ft                  191.55
 101      TN      37072       1996-2005               NAP                       191   Units               32,984.29
 102      KY      40258          1985                 1993                  322,065   Sq Ft                   19.41
 103      PA      18018          1997                 NAP                       103   Rooms               60,436.89
 104      TX      78240          1984                 NAP                    98,828   Sq Ft                   62.46
 105      OR      97128          2004                 NAP                    74,313   Sq Ft                   83.03
 106      OH      44128          2005                 NAP                        72   Units               84,553.33
 107      MA      01440          1963                1980s                   42,293   Sq Ft                  141.87
 108      MI      48152          1985                 NAP                    37,927   Sq Ft                  157.90
 109      AZ      85374       2004/2006               NAP                   109,125   Sq Ft                   52.60
 110      NV      89081          1984                 NAP                    89,821   Sq Ft                   47.14
 111      NV      89118          1999                 NAP                    29,940   Sq Ft                   47.14
 112      GA      30078          2003                 NAP                    18,950   Sq Ft                  297.83
 113      GA      30097          2004                 NAP                    47,683   Sq Ft                  115.35
 114      CA      92376          1966                 NAP                   102,788   Sq Ft                   53.46
 115      CA      90045          1954                 2004                   25,002   Sq Ft                  219.34
 116      IA      50703          2004                 NAP                    44,496   Sq Ft                  118.13
 117      VI      00831       2005-2006               NAP                        36   Units              145,708.58
 118      FL      33765          1973              2004-2005                 71,179   Sq Ft                   71.65
 119      NY      12901          1971                 1996                  143,826   Sq Ft                   34.76
 120      IN      47129          2004                 NAP                    26,250   Sq Ft                  190.11
 121      GA      30337          1972                 2005                      140   Units               35,606.22
 122      VA      23456          2005                 NAP                    90,000   Sq Ft                   55.32
 123      CA      94925          1978                 NAP                    21,548   Sq Ft                  222.76
 124      AZ      85704          1987                 2001                      156   Rooms               30,126.85
 125      NY      10451          1989                 NAP                   117,948   Sq Ft                   39.77
 126      MA      02169       1891/1984               1984                   44,997   Sq Ft                   97.59
 127      TN      37221          2002                 NAP                    57,190   Sq Ft                   75.89
 128      CA      95066          1984                 NAP                    44,036   Sq Ft                   97.65
 129      WI      54913          2006                 NAP                    14,820   Sq Ft                  283.15
 130      PA      17011          2002                 NAP                        66   Units               63,354.31
 131      VA      23225          2006                 NAP                    17,211   Sq Ft                  241.59
 132      AZ      85335          2005                 NAP                    20,130   Sq Ft                  204.92
 133      NV      89130          1993                 NAP                    21,003   Sq Ft                  195.21
 134      CA      95817          1999                 NAP                    51,083   Sq Ft                   78.89
 135      NJ      07866       1976-1979            1998-2002                    107   Units               37,383.18
 136      NJ      07011          1986                 NAP                        95   Units               42,105.26
 137      CA      93012          1977                 NAP                    97,440   Sq Ft                   41.01
 138      CA      94547          2004                 NAP                    12,114   Sq Ft                  329.30
 139      MS      39232          2001                 NAP                        53   Rooms               75,163.50
 140      IN      47802       2002-2006               NAP                    43,260   Sq Ft                   91.08
 141      CO      81212          1979                 NAP                    78,153   Sq Ft                   50.12
 142      FL      34135          2002                 NAP                    30,019   Sq Ft                  129.92
 143      VA      22556          2001                 NAP                    23,942   Sq Ft                  154.54
 144      NY      10456          1927                 2005                       58   Units               63,687.77
 145      CA      95825    1979, 1980, 1991           1991                   35,559   Sq Ft                  103.15
 146      AZ      85050          2005                 NAP                    25,953   Sq Ft                  141.14
 147      TN      38125          2006                 NAP                    30,601   Sq Ft                  116.90
 148      MT      59801     2000/2004-2005            NAP                    24,713   Sq Ft                  141.52
 149      TX      75119          1979                 2004                   44,841   Sq Ft                   76.27
 150      TX      78660          2006                 NAP                    19,517   Sq Ft                  171.50
 151      TX      78726       2005/2006               NAP                    15,410   Sq Ft                  216.39
 152      CA      91204          1964                 1990                   12,250   Sq Ft                  265.09
 153      MA      02747          1986                 NAP                        84   Rooms               38,348.97
 154      FL      34135          2003                 NAP                    38,525   Sq Ft                   83.42
 155      SC      29803    1978, 1997, 2000           NAP                    89,638   Sq Ft                   35.55
 156      CA      93306          1956                 2005                   26,162   Sq Ft                  119.22
 157      CA      92507          1994                 NAP                    25,044   Sq Ft                  122.08
 158      FL      34135          2003                 NAP                    15,500   Sq Ft                  196.38
 159      PA      15701          1994                 NAP                        65   Units               46,153.85
 160      OH     Various       Various                NAP                    27,000   Sq Ft                  110.89
160-a     OH      44303          1994                 NAP                    13,500   Sq Ft                  113.81
160-b     OH      44111          1994                 NAP                    13,500   Sq Ft                  107.98
 161      NY      10453          1927                 NAP                        42   Units               67,745.10
 162      CA      95008          2001                 NAP                    12,785   Sq Ft                  203.19
 163      CA      94533          2000                 NAP                    53,200   Sq Ft                   48.78
 164      CO      80817          2001                 NAP                    17,227   Sq Ft                  147.44
 165      CT      06880       1950, 1985              NAP                    10,700   Sq Ft                  233.64
 166      CA      94954       1973/1983               2005                   34,472   Sq Ft                   72.52
 167      TX      76021          1980                 NAP                        84   Units               29,740.01
 168      CA      95682          2005                 NAP                    10,437   Sq Ft                  239.11
 169      TX      76107          1967                 2002                   25,000   Sq Ft                   99.71
 170      MN      55378          2005                 NAP                    10,000   Sq Ft                  248.98
 171      CA      90804          2005                 NAP                     8,372   Sq Ft                  286.12
 172      UT      84047          1985                 2004                   66,470   Sq Ft                   35.94
 173      VA      22041          2005                 NAP                     8,465   Sq Ft                  277.37
 174      MN      55060          2004                 NAP                    13,435   Sq Ft                  172.54
 175      MA      01475          1960                 1995                   30,272   Sq Ft                   73.12
 176      MD      20874          1984                 NAP                    32,648   Sq Ft                   67.39
 177      FL      32817          1988                 NAP                    27,275   Sq Ft                   80.50
 178      NJ      07094   1962-63,1972-73,1981        1998                   52,120   Sq Ft                   42.12
 179      SC      29203       1998, 2005              NAP                    61,500   Sq Ft                   34.89
 180      TX      78572          2005                 NAP                    11,040   Sq Ft                  186.71
 181      TX      78705          1971                 NAP                        32   Units               62,656.25
 182      MO      64055          2005                 NAP                    10,972   Sq Ft                  182.14
 183      VA      23294          1985                 NAP                    12,960   Sq Ft                  154.20
 184      CA      95377          2003                 NAP                    29,880   Sq Ft                   66.81
 185      CO      80301          1980                 NAP                    22,941   Sq Ft                   84.42
 186      WA      98683          2005                 NAP                     7,580   Sq Ft                  246.73
 187      TX      78748          1985                 NAP                    45,561   Sq Ft                   40.31
 188      MN      55359          1988                 NAP                        30   Units               59,954.87
 189      CA      91345          2006                 NAP                     4,632   Sq Ft                  388.28
 190      NY      12065    1987, 2005/2006            2000                   16,650   Sq Ft                  107.65
 191      TX      77041          2001                 NAP                    30,268   Sq Ft                   58.81
 192      CT      06880          2005                 NAP                     3,175   Sq Ft                  548.03
 193      NY      11101          1926                 2003                   20,000   Sq Ft                   84.93
 194      CT      06026          1987                 NAP                    39,140   Sq Ft                   43.38
 195      CA      95377          2005                 NAP                    25,542   Sq Ft                   66.44
 196      AZ      85745          1980                 NAP                    40,130   Sq Ft                   42.11
 197      AK      99502          1975                 2001                       30   Units               55,930.05
 198      IN      47807          1925                 2002                   21,844   Sq Ft                   74.39
 199      NV      89120          1976                 NAP                    15,657   Sq Ft                  101.92
 200      RI      02919          1992              2005-2006                  6,000   Sq Ft                  258.95
 201      CT      06074          1990           1992, 1994, 2005             71,250   Sq Ft                   21.66
 202      CA      92324          1990                 NAP                    59,100   Sq Ft                   25.38
 203      NY      12590          1986              2002-2005                 36,950   Sq Ft                   40.60
 204      ND      58103          1989                 2001                   24,984   Sq Ft                   58.79
 205      MD      20866          1986                 NAP                    12,000   Sq Ft                  116.67
 206      MI      48855       2005-2006               NAP                        20   Units               69,938.73
 207      MO      63028          1990                 NAP                    10,800   Sq Ft                  123.86
 208      CA      92663          1954                 1992                    5,950   Sq Ft                  205.73
 209      CA      93291          2003                 NAP                     7,624   Sq Ft                  155.82
 210      NJ      07026          1975                 NAP                        37   Units               30,810.81
 211      CA      90250          1979                 NAP                    22,071   Sq Ft                   45.19
 212      CO      80127          2006                 NAP                     6,000   Sq Ft                  156.47
 213      MD      20904          1985                 NAP                     6,819   Sq Ft                  117.32


       Prepayment                                     Third  Third Most       Second  Second Most               Most Recent
       Provisions                               Most Recent  Recent NOI  Most Recent  Recent NOI   Most Recent      NOI
  ID   (# of payments) (7)                          NOI ($)     Date         NOI ($)     Date          NOI ($)     Date
-----  ---------------------------------------  -----------  ----------  -----------  -----------  -----------  -----------

  1    LO(35)/GRTR1% or YM(84)/Open(1)           15,105,405  12/31/2003   14,730,619   12/31/2004   13,860,780  10/31/2005
  2    LO(48)/GRTR1% or YM(69)/Open(3)           18,638,373  12/31/2003   19,088,049   12/31/2004   16,769,282  12/31/2005
  3    LO(28)/Defeasance(88)/Open(4)              6,734,547  12/31/2003    7,102,759   12/31/2004    8,044,806  12/31/2005
  4    LO(24)/Defeasance(92)/Open(4)                                                                 3,124,267  12/31/2005
 4-a
 4-b
 4-c
 4-d
 4-e
  5    LO(35)/Defeasance(81)/Open(4)              5,058,338  12/31/2003    4,247,766   12/31/2004    3,855,636  12/31/2005
  6    LO(47)/Defeasance(72)/Open(1)              4,069,587  12/31/2003    2,197,650   12/31/2004    3,918,336  12/31/2005
  7    LO(27)/Defeasance(89)/Open(4)              2,987,042  12/31/2003    3,071,475   12/31/2004    3,164,428  12/31/2005
 7-a
 7-b
 7-c
 7-d
 7-e
  8    LO(27)/Defeasance(89)/Open(4)                                                                 1,430,238  10/31/2005
  9    GRTR1% or YM(70)/Open(2)                                                                      2,419,943  12/31/2005
 9-a
 9-b
 9-c
 9-d
  10   LO(26)/Defeasance(93)/Open(1)                                       2,512,476   12/31/2004    2,690,174  12/31/2005
  11   LO(27)/Defeasance(89)/Open(4)              2,671,301  12/31/2003    2,509,368   12/31/2004    2,289,975  12/31/2005
 11-a
 11-b
 11-c
 11-d
 11-e
  12   LO(15)/GRTR1% or YM(67)/Open(2)
  13   LO(23)/GRTR1% or YM(32)/Open(5)            2,614,279  12/31/2003    2,290,163   12/31/2004    1,125,997  12/31/2005
  14   LO(15)/GRTR1% or YM(67)/Open(2)                                       127,587   12/31/2003      854,987  12/31/2004
  15   LO(31)/Defeasance(85)/Open(4)              2,088,632  12/31/2003    2,052,678   12/31/2004    2,026,891  12/31/2005
  16   LO(27)/GRTR1% or YM(55)/Open(2)            2,661,800  12/31/2003      351,363   12/31/2004      447,926  11/30/2005
  17   LO(25)/Defeasance(93)/Open(2)              1,639,129  12/31/2003    1,713,888   12/31/2004    1,741,674  12/31/2005
  18   GRTR1% or YM(28)/Defeasance(88)/Open(4)    3,274,164  12/31/2004    3,209,196   12/31/2005    3,359,696   3/31/2006
 18-a
 18-b
 18-c
 18-d
 18-e
  19   LO(27)/Defeasance(90)/Open(3)              1,156,240  12/31/2003    1,471,254   12/31/2004    1,623,963  12/31/2005
  20   LO(27)/Defeasance(91)/Open(2)
  21   LO(25)/Defeasance(93)/Open(2)              1,584,593  12/31/2003    1,676,856   12/31/2004    1,537,824  12/31/2005
  22   LO(26)/Defeasance(90)/Open(4)
  23   LO(26)/Def/YM1%(92)/Open(2)
  24   LO(26)/Defeasance(93)/Open(1)              1,123,376  12/31/2005    1,515,904   12/31/2005    1,663,082  12/31/2005
  25   LO(24)/Defeasance(92)/Open(4)              2,041,294  12/31/2003    2,115,723   12/31/2004    2,103,299  12/31/2005
  26   LO(27)/Defeasance(89)/Open(4)                                         763,448   12/31/2003    1,450,484  12/31/2004
  27   LO(35)/Defeasance(81)/Open(4)                                       1,070,685   12/31/2004      981,461  12/31/2005
  28   GRTR1% or YM(116)/Open(4)                                             552,450   12/31/2004      585,552  12/31/2005
  29   LO(26)/Defeasance(92)/Open(2)                                       1,704,946   12/31/2004    1,896,248  12/31/2005
  30   LO(26)/Defeasance(91)/Open(3)              1,391,486  12/31/2003    1,462,178   12/31/2004    1,223,487  12/31/2005
  31   LO(25)/Defeasance(93)/Open(2)                                       1,419,215   12/31/2004    1,494,755  12/31/2005
  32   LO(25)/Defeasance(90)/Open(5)
  33   LO(27)/Defeasance(89)/Open(4)                737,453  12/31/2003      790,391   12/31/2004      781,005  12/31/2005
  34   LO(26)/Defeasance(57)/Open(1)              1,490,643  12/31/2003    1,316,822   12/31/2004    1,959,964  12/31/2005
  35   LO(27)/Defeasance(91)/Open(2)              1,224,346  12/31/2003    1,269,567   12/31/2004    1,194,503  10/31/2005
  36   LO(26)/Defeasance(90)/Open(4)              1,014,820  12/31/2004      946,777   12/31/2005    1,027,695   3/31/2006
  37   LO(24)/Defeasance(92)/Open(4)              2,360,191  12/31/2003    2,306,109   12/31/2004    1,447,014  12/31/2005
  38   LO(35)/Flex(81)/Open(4)                                             1,597,862   12/31/2004    1,607,647  12/31/2005
  39   LO(26)/Defeasance(92)/Open(2)
  40   LO(48)/GRTR1% or YM(68)/Open(4)                                     1,209,234    4/30/2004    1,850,149  12/31/2005
  41   LO(35)/Defeasance(81)/Open(4)
  42   LO(25)/Defeasance(93)/Open(2)              1,122,195  12/31/2003    1,192,521   12/31/2004    1,182,022  12/31/2005
  43   LO(26)/Defeasance(90)/Open(4)
  44   LO(29)/Defeasance(90)/Open(1)
  45   LO(27)/Defeasance(29)/Open(4)
  46   LO(33)/Defeasance(23)/Open(4)              1,176,343  12/31/2003    1,259,516   12/31/2004    1,135,870  12/31/2005
  47   LO(27)/Defeasance(89)/Open(4)              1,353,004  12/31/2003    1,414,246   12/31/2004    1,468,347  12/31/2005
  48   LO(24)/Defeasance(92)/Open(4)
  49   LO(27)/Defeasance(91)/Open(2)
  50   LO(49)/GRTR1% or YM(67)/Open(4)            1,036,800  12/31/2003    1,071,998   12/31/2004    1,157,571  12/31/2005
  51   LO(48)/GRTR1% or YM(67)/Open(5)              652,630  12/31/2003      667,573   12/31/2004      633,639  12/31/2005
 51-a
 51-b
  52   LO(25)/Defeasance(91)/Open(4)                                         455,375   12/31/2004      615,822  12/31/2005
  53   GRTR1% or YM(116)/Open(4)
  54   LO(35)/Defeasance(81)/Open(4)                828,973  12/31/2003      862,822   12/31/2004      941,676   3/31/2006
  55   LO(26)/Defeasance(90)/Open(4)                887,067  12/31/2004      816,170   12/31/2005      875,382   2/28/2006
  56   LO(35)/Defeasance(83)/Open(2)              1,087,629  12/31/2003    1,086,922   12/31/2004      530,274  12/31/2005
  57   LO(28)/Defeasance(88)/Open(4)                847,718  12/31/2003      837,755   12/31/2004      917,681  12/31/2005
  58   LO(28)/Defeasance(88)/Open(4)                808,486  12/31/2003      823,296   12/31/2004      805,306  11/30/2005
  59   LO(28)/Defeasance(90)/Open(2)
  60   LO(25)/Defeasance(97)/Open(2)
  61   LO(25)/Defeasance(93)/Open(2)                736,264  12/31/2003      812,108   12/31/2004      837,938  12/31/2005
  62   LO(35)/Defeasance(81)/Open(4)                                                                   865,296  12/31/2005
  63   LO(27)/GRTR1% or YM(89)/Open(4)                                                                 976,539  12/31/2005
  64   LO(35)/Defeasance(81)/Open(4)                                       1,110,032   12/31/2005    1,173,652   3/31/2006
  65   LO(28)/Defeasance(87)/Open(5)                730,281  12/31/2003      764,958   12/31/2004      812,629  11/30/2005
  66   LO(35)/Flex(81)/Open(4)                      971,803  12/31/2003      826,024   12/31/2004    1,039,920  12/31/2005
  67   LO(26)/Defeasance(57)/Open(1)              1,087,767  12/31/2003    1,028,358   12/31/2004    1,300,889  12/31/2005
  68   LO(25)/Defeasance(93)/Open(2)                893,442  12/31/2003      696,235   12/31/2004      796,104  12/31/2005
  69   LO(35)/Defeasance(81)/Open(4)                811,731  12/31/2002      975,936   12/31/2003      466,599  12/15/2005
  70   LO(47)/GRTR1% or YM(69)/Open(4)
  71   LO(27)/Defeasance(91)/Open(2)                705,912  12/31/2003      688,347   12/31/2004      576,304  12/31/2005
  72   LO(35)/Defeasance(81)/Open(4)                235,147  12/31/2003    1,070,554   12/31/2004    1,118,508  12/31/2005
  73   LO(25)/Defeasance(91)/Open(4)              1,020,437  12/31/2003    1,031,456   12/31/2004    1,106,205  12/31/2005
  74   LO(26)/Defeasance(90)/Open(4)                245,301  12/31/2003      399,098   12/31/2004      408,690  12/31/2005
  75   LO(35)/Defeasance(81)/Open(4)                576,102  12/31/2003      545,029   12/31/2004      685,065  12/31/2005
  76   LO(26)/Defeasance(92)/Open(2)                                         634,915   12/31/2005      680,314   1/31/2006
  77   LO(35)/Defeasance(81)/Open(4)                788,667  12/31/2003      654,716   12/31/2004      773,881  12/31/2005
  78   LO(25)/Defeasance(91)/Open(4)
  79   LO(28)/Defeasance(90)/Open(2)
  80   LO(28)/Defeasance(91)/Open(1)                                                                   831,904  11/30/2005
 80-a
 80-b
  81   LO(48)/GRTR1% or YM(70)/Open(2)
  82   LO(35)/Defeasance(81)/Open(4)                445,708  12/31/2004      584,760   12/31/2005      616,621   3/31/2006
  83   LO(26)/Defeasance(92)/Open(2)                                          22,517   12/31/2004      294,458  12/31/2005
  84   LO(26)/Defeasance(90)/Open(4)                426,352  12/31/2003      531,319   12/31/2004      623,964  12/31/2005
  85   LO(28)/Defeasance(85)/Open(7)                786,252  12/31/2003      762,522   12/31/2004      700,435  12/31/2005
  86   LO(28)/Defeasance(90)/Open(2)
 86-a
 86-b
  87   LO(35)/Flex(81)/Open(4)                      497,597  12/31/2003      559,810   12/31/2004      664,517  12/31/2005
  88   LO(35)/Defeasance(83)/Open(2)                804,204  12/31/2004      959,032   12/31/2005      924,924   2/28/2006
  89   LO(28)/Defeasance(88)/Open(4)                648,595  12/31/2003      710,184   12/31/2004      834,471   9/30/2005
  90   LO(26)/Defeasance(92)/Open(2)              1,004,147  12/31/2003      998,510   12/31/2004      953,614  12/31/2005
  91   LO(35)/Defeasance(81)/Open(4)                723,714  12/31/2003      749,539   12/31/2004      724,894  12/31/2005
  92   LO(35)/Flex(81)/Open(4)                      824,586  12/31/2003      981,389   12/31/2004      876,265  10/31/2005
  93   LO(25)/Def/YM1%(93)/Open(2)                                           679,281   12/31/2004      693,415  12/31/2005
  94   LO(29)/Defeasance(89)/Open(2)
  95   LO(26)/Defeasance(57)/Open(1)                424,035  12/31/2003      743,754   12/31/2004    1,046,512  12/31/2005
  96   LO(26)/Defeasance(90)/Open(4)                638,162  12/31/2003      863,140   12/31/2004    1,022,743  12/31/2005
  97   LO(26)/Defeasance(57)/Open(1)                707,968  12/31/2003      833,498   12/31/2004      797,053  12/31/2005
  98   LO(26)/Defeasance(57)/Open(1)                613,562  12/31/2003      565,215   12/31/2004      833,211  12/31/2005
  99   LO(26)/Defeasance(57)/Open(1)                755,430  12/31/2003      775,797   12/31/2004      784,431  12/31/2005
 100   LO(26)/Defeasance(92)/Open(2)
 101   LO(48)/GRTR1% or YM(70)/Open(2)                                                                 575,564  12/31/2005
 102   LO(28)/Defeasance(91)/Open(1)                647,050  12/31/2003      681,852   12/31/2004      586,618  12/31/2005
 103   LO(35)/Flex(81)/Open(4)                      727,152  12/31/2003      854,176   12/31/2004      878,239   9/30/2005
 104   LO(28)/Defeasance(91)/Open(1)                526,105  12/31/2003      575,072   12/31/2004      762,991  11/30/2005
 105   LO(28)/Defeasance(88)/Open(4)                                                                   758,215   9/30/2005
 106   LO(27)/Defeasance(89)/Open(4)
 107   LO(26)/Flex(89)/Open(5)                      377,804  12/31/2003      380,743   12/31/2004      406,833  12/31/2005
 108   LO(47)/GRTR1% or YM(68)/Open(5)              607,551  12/31/2003      631,338   12/31/2004      644,060  12/31/2005
 109   LO(35)/Defeasance(81)/Open(4)                239,388  12/31/2004      454,228   12/31/2005      510,244   1/31/2006
 110   LO(30)/GRTR1% or YM(88)/Open(2)              338,847  12/31/2003      463,522   12/31/2004      361,288  12/31/2005
 111   LO(30)/GRTR1% or YM(88)/Open(2)                                       239,137   12/31/2004      229,126  12/31/2005
 112   LO(27)/Defeasance(92)/Open(1)                                         309,170   12/31/2004      521,256  12/31/2005
 113   LO(28)/GRTR1% or YM(28)/Open(4)
 114   LO(35)/Defeasance(81)/Open(4)                603,666  12/31/2003      494,166   12/31/2004      672,770  12/31/2005
 115   LO(28)/Defeasance(87)/Open(5)                151,159  12/31/2003      407,575   12/31/2004      519,906  12/31/2005
 116   LO(29)/Defeasance(89)/Open(2)
 117   LO(25)/Defeasance(94)/Open(1)
 118   LO(25)/Defeasance(93)/Open(2)
 119   LO(27)/Defeasance(89)/Open(4)                692,326  12/31/2003      681,740   12/31/2004      681,748  12/31/2005
 120   LO(26)/GRTR1% or YM(92)/Open(2)
 121   LO(28)/Defeasance(88)/Open(4)                555,541  12/31/2003      611,045   12/31/2004      626,038  12/31/2005
 122   LO(48)/GRTR1% or YM(70)/Open(2)
 123   LO(35)/Defeasance(81)/Open(4)                                         399,037   12/31/2004      464,829  11/30/2005
 124   LO(35)/Defeasance(21)/Open(4)                547,812  12/31/2003      674,420   12/31/2004    1,015,022  10/31/2005
 125   LO(26)/Defeasance(93)/Open(1)                                                                   434,000  12/31/2005
 126   LO(26)/Defeasance(92)/Open(2)                624,506  12/31/2003      657,882   12/31/2004      563,314  12/31/2005
 127   LO(25)/GRTR1% or YM(93)/Open(2)                                       398,448   12/31/2004      463,711  12/31/2005
 128   LO(26)/Def/YM1%(90)/Open(4)                  284,723  12/31/2003      385,284   12/31/2004      506,218  12/31/2005
 129   LO(25)/Defeasance(93)/Open(2)
 130   LO(27)/Defeasance(89)/Open(4)                407,299  12/31/2003      416,179   12/31/2004      409,163  12/31/2005
 131   LO(48)/GRTR1% or YM(70)/Open(2)
 132   LO(24)/GRTR1% or YM(92)/Open(4)
 133   LO(25)/Defeasance(94)/Open(1)                                         358,075    5/31/2005      391,810  12/31/2005
 134   LO(25)/Defeasance(94)/Open(1)                369,974  12/31/2003      374,397   12/31/2004      375,967  10/31/2005
 135   LO(26)/GRTR1% or YM(92)/Open(2)              814,149  12/31/2003      764,595   12/31/2004      853,044  12/31/2005
 136   LO(26)/GRTR1% or YM(92)/Open(2)              754,637  12/31/2003      570,134   12/31/2004      557,077  12/31/2005
 137   LO(35)/Defeasance(65)/Open(4)
 138   LO(35)/Defeasance(83)/Open(2)
 139   LO(27)/Defeasance(92)/Open(1)                307,949  12/31/2003      509,661   12/31/2004      688,675  12/31/2005
 140   LO(35)/Defeasance(81)/Open(4)                214,933  12/31/2004      268,268   12/31/2005      285,068   2/28/2006
 141   LO(35)/Flex(81)/Open(4)                      343,461  12/31/2003      318,520   12/31/2004      235,926  12/31/2005
 142   LO(24)/Defeasance(92)/Open(4)                323,021  12/31/2003      388,510   12/31/2004      449,424  12/31/2005
 143   LO(28)/Defeasance(90)/Open(2)
 144   LO(26)/GRTR1% or YM(33)/Open(1)              211,216  12/31/2003      248,570   12/31/2004      293,501  12/31/2005
 145   LO(26)/GRTR1% or YM(92)/Open(2)                                       471,326   12/31/2004      484,938  12/31/2005
 146   LO(26)/GRTR1% or YM(91)/Open(3)
 147   LO(35)/Defeasance(81)/Open(4)                                                                   416,480  12/31/2006
 148   LO(35)/Flex(81)/Open(4)                                                                         323,259  12/31/2005
 149   LO(23)/GRTR1% or YM(93)/Open(4)                                        43,706   12/31/2004      201,164  12/31/2005
 150   LO(25)/GRTR1% or YM(93)/Open(2)
 151   LO(25)/GRTR1% or YM(93)/Open(2)
 152   LO(25)/Defeasance(91)/Open(4)                261,821  12/31/2003      264,894   12/31/2004      326,407  12/31/2005
 153   LO(35)/Flex(81)/Open(4)                      459,098  12/31/2004      412,619   12/31/2005      501,736   3/31/2006
 154   LO(26)/Defeasance(90)/Open(4)                165,852  12/31/2003      257,340   12/31/2004      303,703  12/31/2005
 155   LO(35)/Flex(81)/Open(4)                      281,460  12/31/2003      314,910   12/31/2004      344,501  12/31/2005
 156   LO(26)/GRTR1% or YM(92)/Open(2)
 157   LO(36)/Defeasance(80)/Open(4)                337,562  12/31/2002      341,068   12/31/2003      371,833  12/31/2004
 158   LO(26)/Defeasance(90)/Open(4)                 95,939  12/31/2003      292,444   12/31/2004      307,490  12/31/2005
 159   LO(26)/Defeasance(92)/Open(2)                331,473  12/31/2003      326,246   12/31/2004      292,857  12/31/2005
 160   LO(27)/Defeasance(89)/Open(4)                505,270  12/31/2003      506,213   12/31/2004      506,094  12/30/2005
160-a
160-b
 161   LO(26)/GRTR1% or YM(33)/Open(1)              165,605  12/31/2003      181,309   12/31/2004      205,845  12/31/2005
 162   LO(25)/Def/YM1%(93)/Open(2)                  559,424  12/31/2003      433,568   12/31/2004      250,759  12/31/2005
 163   LO(35)/Defeasance(81)/Open(4)                288,676  12/31/2003      239,113   12/31/2004      278,024  12/31/2005
 164   LO(26)/Defeasance(92)/Open(2)                158,089  12/31/2003      208,259   12/31/2004      288,436  12/31/2005
 165   LO(26)/Defeasance(93)/Open(1)                262,877  12/31/2003      244,452   12/31/2004      284,006  12/31/2005
 166   LO(26)/Flex(90)/Open(4)                                                                         270,789  12/31/2005
 167   LO(35)/Defeasance(81)/Open(4)                294,055  12/31/2003      224,530   12/31/2004      266,151  12/31/2005
 168   LO(35)/Flex(81)/Open(4)                                                                          44,291  12/31/2005
 169   LO(27)/Defeasance(89)/Open(4)
 170   LO(35)/Defeasance(81)/Open(4)                                                                   212,702  11/30/2005
 171   LO(35)/Defeasance(83)/Open(2)
 172   LO(35)/Flex(81)/Open(4)                      301,611  12/31/2003      297,582   12/31/2004      304,764  10/31/2005
 173   LO(25)/GRTR1% or YM(93)/Open(2)
 174   LO(35)/Defeasance(81)/Open(4)                                                                   235,209  12/31/2005
 175   LO(29)/Defeasance(90)/Open(1)                                                                   233,321   6/30/2005
 176   LO(24)/Defeasance(92)/Open(4)                                         176,283   12/31/2004      274,301  12/31/2005
 177   LO(26)/GRTR1% or YM(92)/Open(2)              331,715  12/31/2003      367,781   12/31/2004      378,532  12/31/2005
 178   LO(25)/Defeasance(93)/Open(2)
 179   LO(26)/GRTR1% or YM(92)/Open(2)                                                                 157,533  12/31/2004
 180   LO(35)/Flex(81)/Open(4)
 181   LO(26)/Defeasance(93)/Open(1)                219,234  12/31/2003      189,632   12/31/2004      190,773  12/31/2005
 182   LO(35)/Defeasance(81)/Open(4)
 183   LO(25)/GRTR1% or YM(93)/Open(2)              144,000  12/31/2003      143,705   12/31/2004      177,330  12/31/2005
 184   LO(26)/GRTR1% or YM(87)/Open(7)                                                                 213,111  12/31/2005
 185   LO(35)/Flex(83)/Open(2)                      241,140  12/31/2002      208,490   12/31/2003      327,945  12/31/2004
 186   LO(26)/Defeasance(90)/Open(4)
 187   LO(35)/Defeasance(81)/Open(4)                225,630  12/31/2003      221,950   12/31/2004      241,447  12/31/2005
 188   LO(35)/Defeasance(81)/Open(4)                                         131,420   12/31/2004      158,791  12/31/2005
 189   LO(25)/GRTR1% or YM(93)/Open(2)
 190   LO(26)/Defeasance(92)/Open(2)                 79,212  12/31/2002       69,630   12/31/2003       68,274  12/31/2004
 191   LO(35)/Flex(18)/Open(7)
 192   LO(25)/Defeasance(94)/Open(1)
 193   LO(25)/GRTR1% or YM(91)/Open(4)
 194   LO(25)/GRTR1% or YM(93)/Open(2)
 195   LO(26)/GRTR1% or YM(87)/Open(7)
 196   LO(26)/GRTR1% or YM(92)/Open(2)              132,678  12/31/2003       94,673   12/31/2004      124,903  12/31/2005
 197   LO(35)/Flex(81)/Open(4)                      223,913  12/31/2003      222,598   12/31/2004      214,814  12/31/2005
 198   LO(35)/Defeasance(81)/Open(4)                232,587  12/31/2004      270,169   12/31/2005      276,703   2/28/2006
 199   LO(35)/Flex(81)/Open(4)                      166,062  12/31/2003      130,757   12/31/2004      165,641  12/31/2005
 200   LO(25)/Defeasance(91)/Open(4)
 201   LO(26)/GRTR1% or YM(92)/Open(2)              373,572  12/31/2003      (88,025)  12/31/2004       42,157  12/31/2005
 202   LO(26)/GRTR1% or YM(92)/Open(2)              257,064  12/31/2003      248,220   12/31/2004      248,220  12/31/2005
 203   LO(35)/Defeasance(81)/Open(4)                212,000  12/31/2004      242,400   12/31/2005      245,335   2/28/2006
 204   LO(35)/Defeasance(81)/Open(4)                189,951  12/31/2003      189,726   12/31/2004      187,531  12/31/2005
 205   LO(24)/Defeasance(92)/Open(4)                195,803  12/31/2003      214,375   12/31/2004      203,613  12/31/2005
 206   LO(35)/Defeasance(81)/Open(4)
 207   LO(35)/Defeasance(81)/Open(4)                                          96,401   12/31/2004      127,504  12/31/2005
 208   LO(35)/Flex(81)/Open(4)                       82,273  12/31/2003       79,525   12/31/2004      106,006  12/31/2005
 209   LO(35)/Defeasance(83)/Open(2)                                         133,459    3/31/2005      134,754  12/31/2005
 210   LO(26)/GRTR1% or YM(92)/Open(2)              224,706  12/31/2003      230,506   12/31/2004      225,796  12/31/2005
 211   LO(35)/Flex(81)/Open(4)                       96,101  12/31/2002      101,360   12/31/2003      105,896  12/31/2004
 212   LO(35)/Flex(81)/Open(4)
 213   LO(24)/Defeasance(92)/Open(4)                135,954  12/31/2003      148,491   12/31/2004      143,570  12/31/2005



      UNDERWRITTEN UNDERWRITTEN UNDERWRITTEN      UNDERWRITTEN UNDERWRITTEN
 ID        NOI ($)      EGI ($) EXPENSES ($) NET CASH FLOW ($) RESERVES ($) LARGEST TENANT (8)
----- ------------ ------------ ------------ ----------------- ------------ --------------------------------------------------------

  1     14,140,616   24,779,163   10,638,547        13,345,571      211,866 Cinemark Theater (Out-lot)
  2     19,075,983   41,180,984   22,105,000        17,603,232      228,328 The MacManus Group
  3      7,541,526   11,214,178    3,672,652         7,252,105       97,290 Wal-Mart
  4      4,399,906    6,931,432    2,531,526         4,103,406      296,500
 4-a                                                                        SBA Communications
 4-b                                                                        Taylor & Francis
 4-c                                                                        W.W. Grainger
 4-d                                                                        Freescale
 4-e                                                                        Pool People, Inc.
  5      4,537,278    8,858,253    4,320,974         4,077,292      459,986 Edina Financial Services, Inc.
  6      4,899,320   13,481,386    8,582,066         4,192,009      707,311 Barnes Group, Inc.
  7      3,472,906    5,590,087    2,117,181         3,044,664      100,629
 7-a                                                                        Oak Associate Ltd.
 7-b                                                                        Morgan Stanley
 7-c                                                                        CBIZ
 7-d                                                                        Crystal Clinic
 7-e                                                                        Degussa Corporation
  8      2,779,695    4,039,203    1,259,508         2,723,695       56,000
  9      3,076,480    4,424,563    1,348,083         2,770,000      306,480
 9-a                                                                        HEB Grocery Company
 9-b                                                                        Morven Partners, LP
 9-c                                                                        Plastic Engineered Components, Inc.
 9-d                                                                        Santa Teresa Warehousing
 10      2,852,307    3,921,390    1,069,083         2,656,753      195,554 Bally Total Fitness
 11      2,736,214    4,249,496    1,513,282         2,415,574       81,684
11-a                                                                        Crystal Clinic
11-b                                                                        Dellagnese Companies
11-c                                                                        Hanna, Campbell & Powell
11-d                                                                        Republic Engineered Products
11-e                                                                        Maximus, Inc.
 12      3,018,409    4,155,381    1,136,972         2,954,317       64,092 Shoppers Food Warehouse
 13      2,608,565    4,750,177    2,141,612         2,200,793       66,075 Red Robin International
 14      3,138,639    4,138,947    1,000,308         3,062,885       75,754 Price Chopper
 15      2,159,148    3,707,259    1,548,111         1,918,823      113,931 Ace Distribution Services, Inc.
 16      2,257,804    2,898,061      640,257         1,976,174      281,630 DSA Warehouse
 17      1,827,100    2,279,942      452,842         1,775,102       51,999 Philadelphia Sports Club
 18      3,012,537    5,714,807    2,702,270         2,726,797      285,740
18-a
18-b
18-c
18-d
18-e
 19      1,747,543    2,237,257      489,714         1,708,949       38,594 Shaw's Supermarket
 20      1,846,686    1,903,800       57,114         1,828,850       17,836 LRW Investment Co.
 21      1,828,622    3,694,091    1,865,469         1,778,069       50,553 Jewel Food Stores, Inc.
 22      1,589,067    2,128,688      539,621         1,544,508       10,033 Henry's Marketplace
 23      2,231,564    4,813,022    2,581,458         1,771,165      460,399 Qwest Corporation
 24      1,731,006    3,059,760    1,328,754         1,659,006       72,000
 25      2,093,752    2,331,122      237,370         1,952,655      141,098 Transport Express
 26      2,164,212    3,255,093    1,090,881         1,943,736       61,644 Old Time Pottery Inc.
 27        993,704    1,460,800      467,096           950,421       43,283 Baylor Medical Center at Grapevine
 28        548,055      731,556      183,501           533,645       14,411 Grapevine Surgicare Partners, Ltd
 29      1,856,856    2,600,433      743,577         1,798,376       58,480 Soho House New York
 30      1,460,572    2,074,674      614,101         1,408,911       51,662 Mervyn's
 31      1,585,924    2,150,812      564,888         1,575,541       10,383 Bed Bath & Beyond
 32      1,313,182    1,684,292      371,111         1,277,916        9,635 Goodwill Industries of So. California
 33      1,372,363    2,364,072      991,709         1,196,916      175,447 Covad Communications Group
 34      1,970,128    4,275,299    2,305,171         1,799,116      171,012
 35      1,209,989    1,627,904      417,915         1,175,049       34,940 Circuit City
 36      1,198,801    1,796,280      597,479         1,159,201       39,600
 37      1,394,636    2,002,781      608,145         1,235,135      159,501 International Paper Company
 38      1,651,891    5,111,577    3,459,687         1,396,312      255,579
 39      1,273,154    1,812,640      539,486         1,203,556       16,309 Giant Eagle
 40      1,899,133    4,573,641    2,674,508         1,716,187      182,946
 41      1,335,676    2,434,650    1,098,974         1,184,241      151,436 The Baptist Health System School of Health Proficiencies
 42      1,214,425    2,068,635      854,209         1,129,078       23,899 Midland National Life Insurance
 43      1,113,571    1,441,659      328,088         1,083,337       30,234 Mattress Discounters
 44      1,273,405    1,590,605      317,200         1,158,234      115,171 Building Materials Corporation of America
 45      1,331,337    1,688,240      356,903         1,247,971       83,366 Sam's Club
 46      1,041,319    1,785,329      744,010         1,032,219        9,100
 47      1,005,193    1,516,897      511,704           940,674       13,595 Club One, Inc.
 48      1,015,314    1,546,635      531,321           908,642      106,671 Nicolet National Bank
 49        832,340    1,058,516      226,176           815,344       16,996 Hy-Vee, Inc.
 50      1,055,220    1,343,006      287,786           903,931       26,442 LMC Properties, Inc.
 51        845,459    1,129,719      284,260           795,010       50,448
51-a                                                                        Wild Oats Market
51-b                                                                        Sacks Gourmet Sandwiches
 52        843,724    1,255,200      411,476           818,216       33,917 Miyano Machinery
 53        931,670    1,368,406      436,736           899,803       31,867 Safeway Inc.
 54        995,314    1,441,529      446,215           922,590       72,724 McGuff Compounding
 55        903,117    2,242,171    1,339,054           812,867       90,250
 56        925,876    1,787,266      861,390           789,968      135,909 Wolters Kluwer Health, Inc.
 57        856,558    1,839,443      982,885           766,558       90,000
 58        804,739      971,927      167,188           756,192       14,257 T.J. Maxx
 59        753,983      988,758      234,775           732,238       21,745 Hy-Vee, Inc.
 60        774,955      988,750      213,795           765,785        9,170 Petsmart, Inc.
 61        874,586    1,218,666      344,079           841,393       33,194 Hollywood Video
 62        807,809    1,128,864      321,056           737,267       70,542 Food Lion
 63        895,310    1,136,017      240,707           864,462        5,500 Qwest Communications
 64      1,138,310    2,944,757    1,806,447         1,020,520      117,790
 65        785,441    1,093,803      308,362           729,896       21,105 PNS Stores - Big Lots
 66      1,087,478    2,823,305    1,735,828           946,313      141,165
 67      1,266,286    2,657,477    1,391,191         1,159,987      106,299
 68        848,623    1,224,840      376,218           810,756       37,867 Bacchus Wine & Spirits
 69        757,602    1,003,380      245,778           710,018       47,584 Safeway (dark)
 70        746,509    1,076,218      329,709           722,509       24,000
 71        737,951    1,207,617      469,666           679,006       21,036 Dept of Health/Human Svcs-GSA
 72      1,156,014    2,994,940    1,838,926         1,036,216      119,798
 73      1,064,365    3,144,229    2,079,864           938,595      125,769
 74        769,254    1,084,838      315,584           718,503       50,750 Michaels
 75        742,226    1,424,925      682,699           684,026       58,200
 76        678,201    1,075,460      397,261           655,325       22,876
 77        753,494    1,671,008      917,514           652,319      101,175
 78        714,588      928,300      213,712           670,368       44,219 Cooper Lighting, Inc.
 79        643,226      820,128      176,902           625,728       17,498 Hy-Vee, Inc.
 80        775,787    1,131,518      355,731           709,900       65,887
80-a                                                                        St. Martha's Catholic Church
80-b                                                                        A Kids Dentist, Inc.
 81        775,405      890,831      115,426           749,835       25,570 Happy Buffet, Inc.
 82        715,032      849,019      133,987           651,407       63,625 Stage Stores
 83        678,544    1,096,910      418,365           640,070       38,474 Grunley Construction Company
 84        663,441    1,200,585      537,144           609,441       54,000
 85        701,771    1,742,157    1,040,386           617,771       84,000
 86        768,279      792,040       23,761           768,279
86-a                                                                        Allen Creme de la Creme, L.P.
86-b                                                                        Colleyville Creme de la Creme, L.P.
 87        681,274      914,943      233,669           602,877       78,397 Village Shops, Inc.
 88        895,069    2,070,165    1,175,096           812,320       82,749
 89        624,995      882,422      257,427           586,654        6,532 Bed Bath & Beyond
 90        739,201    1,160,200      420,999           692,129       47,072 Fudruckers, Inc.
 91        690,872    1,123,534      432,662           670,072       20,800
 92        940,715    2,777,244    1,836,529           829,625      111,090
 93        647,386    1,276,389      629,004           590,009       57,377
 94        562,645      926,678      364,033           541,495       21,150 Hy-Vee, Inc.
 95      1,020,874    2,449,820    1,428,946           922,881       97,993
 96      1,101,971    3,319,000    2,217,029           969,211      132,760
 97        882,142    2,102,630    1,220,488           798,037       84,105
 98        859,543    1,988,767    1,129,224           779,992       79,551
 99        813,306    1,991,677    1,178,371           723,034       90,272
 100       660,007      786,832      126,825           639,288       20,719 D's Wings
 101       605,751    1,128,842      523,091           558,001       47,750
 102       832,417    1,096,092      263,675           747,123       85,294 The Apparel Group
 103       856,433    2,219,071    1,362,638           745,480      110,954
 104       669,171      973,812      304,640           606,646       62,526 Valero Industries, Inc.
 105       789,452    1,241,597      452,145           761,226       11,147 Albertson's Inc.
 106       523,419      684,372      160,953           509,019       14,400
 107       539,401      579,916       40,516           527,397       12,004 Hannaford
 108       604,200      812,343      208,143           561,856       42,345 Century 21 Row
 109       606,862      950,067      343,205           590,493       16,369
 110       410,119      584,695      174,576           349,043       61,076 Moving Relocation Special
 111       267,348      370,291      102,943           252,378       14,970 Syn Lawn
 112       524,748      675,460      150,712           505,329       19,419 Washington Mutual
 113       544,160      876,181      332,021           500,035        9,537 Cypress Care, Inc.
 114       740,482      986,173      245,691           675,011       65,471 Cardenas Markets, Inc.
 115       516,927      669,296      152,369           494,675        5,000 Goodwill Industries of S. CA
 116       439,114      666,442      227,328           427,992       11,122 Hy-Vee, Inc.
 117       478,950      670,320      191,370           469,950        9,000 Westin St. John Hotel Company, Inc.
 118       538,960      962,846      423,886           457,415       81,545 Pinellas County (HR) (Admin) (VA) (STARS)
 119       685,530    1,093,613      408,083           556,870       35,957 Champlain Valley - Physicians
 120       442,388      534,651       92,263           422,099       20,289 Asian Buffet
 121       549,144    1,092,773      543,629           506,544       42,600
 122       525,100      660,370      135,270           498,100       27,000 AGIO
 123       454,683      719,162      264,479           411,635       43,048 Pacific Lists, Inc.
 124       954,868    2,710,228    1,755,360           846,459      108,409
 125       419,897      432,883       12,986           406,140       13,757 Amboy Bus Co., Inc.
 126       499,638      921,152      421,514           457,444       42,193 Meridian Properties(Investments), Inc.
 127       491,676      668,570      176,894           483,097        8,579
 128       545,841      846,264      300,423           456,561       89,280 Extraview Corporation
 129       375,664      482,210      106,546           373,441        2,223 Walgreens
 130       400,317      646,226      245,909           385,929       14,388
 131       370,755      460,605       89,850           359,204       11,551 Garcia Real Estate III, L.C. d/b/a Mexico
 132       417,611      525,176      107,565           403,242       14,369 Anytime Fitness
 133       404,084      584,867      180,783           379,441       24,643 Montesano's Deli
 134       368,887      380,296       11,409           363,779        5,108 Food Source
 135       675,461    1,352,900      677,439           648,711       26,750
 136       508,444    1,134,042      625,598           479,374       29,070
 137       429,533      658,439      228,907           350,063       79,469 Power-One, Inc.
 138       400,846      511,273      110,427           385,575       15,270 Rite Aid
 139       575,632    1,300,102      724,470           517,127       58,505
 140       419,872      717,597      297,724           378,120       41,752 Farm Bureau
 141       358,745      561,305      202,560           339,440       19,305 City Market Store #17
 142       471,429      617,824      146,395           437,835       33,594 Fitness Center
 143       329,203      396,862       67,659           325,612        3,591 Staples at Doc Stone Commons
 144       359,178      594,423      235,245           344,678       14,500
 145       423,767      657,040      233,273           358,732       65,035 US Bank
 146       348,049      482,475      134,426           327,822       20,227 Betty Johnson School of Dance
 147       382,171      483,713      101,543           363,515       18,656 PetsMart, Inc.
 148       376,212      513,554      137,342           352,958       23,254 Hollywood Video
 149       324,637      485,351      160,714           298,100        8,968 Beall's (Specialty Retailers)
 150       317,417      435,020      117,603           301,044       16,373 St. David's Healthcare
 151       323,888      433,735      109,847           309,562       14,326 West Marine
 152       313,946      384,821       70,875           297,379       16,568 Dollar K
 153       504,964    1,617,017    1,112,053           424,113       80,851
 154       332,360      447,804      115,444           307,573       24,787 The Faux Store
 155       357,580      573,280      215,700           348,616        8,964
 156       286,871      391,970      105,099           276,537       10,334 Concord Buying Group, Inc
 157       347,058      461,491      114,432           325,946       21,112 PetSmart, Inc.
 158       298,115      381,047       82,932           280,011       18,103 City Mattress
 159       276,531      413,672      137,141           257,031       19,500
 160       489,021      529,141       40,120           470,622        5,446
160-a                                                                       Walgreens Akron
160-b                                                                       Walgreens Cleveland
 161       283,700      456,548      172,848           273,200       10,500
 162       262,433      361,865       99,432           235,543       26,890 Ventura Barnett Properties
 163       275,568      469,967      194,399           267,588        7,980
 164       286,678      407,102      120,423           268,361       18,317 Ridge Liquor's
 165       272,063      361,333       89,270           261,956       10,107 Fast Fitness
 166       288,095      297,006        8,910           265,239       22,857 Quality Scientific Plastics
 167       271,222      619,013      347,791           245,434       25,788
 168       253,395      338,260       84,865           239,835       13,561 Red Bud Cafe
 169       325,602      467,268      141,666           295,605       29,997 Wells Fargo
 170       234,391      313,572       79,181           224,045       10,346 Foss Swim School
 171       245,684      348,838      103,154           234,822       10,862 Starbucks
 172       282,759      434,006      151,246           272,789        9,971
 173       267,398      328,564       61,166           260,203        7,195 Security One Bank
 174       239,221      324,254       85,033           221,283       17,938 Hollywood Entertainment
 175       197,248      273,876       76,629           186,262       10,986 Central Supermarkets
 176       288,541      412,632      124,092           257,526       31,015 Imperial Trading Company
 177       322,670      455,516      132,846           292,053       30,617 Ponders
 178       324,657      502,409      177,752           286,983       37,674 Harry Wils & Co., Inc.
 179       240,677      323,906       83,229           218,010       22,667 Johnstone Supply of Columbia
 180       217,610      273,128       55,518           206,482       11,128 Wingstop
 181       187,477      315,098      127,620           176,469       11,008
 182       201,612      254,910       53,299           190,533       11,079 Happy Hour Liquor
 183       191,493      240,335       48,842           183,069        8,424 B&J Bikes
 184       237,086      311,863       74,777           222,146       14,940 Heartland Church
 185       218,093      323,992      105,899           191,426       26,667 Ball Aerospace and Technologies
 186       187,539      230,302       42,763           178,569        8,970 The Fargo Rose, LLC d/b/a Rose's Deli
 187       194,598      279,163       84,565           174,546       20,052 Texas Department of Criminal Justice
 188       168,966      268,655       99,688           161,466        7,500
 189       162,624      210,973       48,349           158,890        3,734 Speedy Cash
 190       226,481      377,088      150,607           196,484       29,997 Community Care
 191       190,881      262,141       71,260           175,493       15,389 Premium Armored Services, Inc.
 192       155,480      161,319        5,840           152,258        3,221 Washington Mutual
 193       172,893      231,346       58,453           165,894        6,999 33rd Street Bakery
 194       187,489      274,672       87,183           165,388       22,101 EGS Electrical Group
 195       182,341      246,750       64,409           171,152       11,189 Jump and Slide
 196       163,224      250,840       87,616           149,179       14,045 APX International
 197       188,619      294,413      105,794           181,119        7,500
 198       258,631      327,857       69,226           230,700       27,931 Thompson Thrift Management Co.
 199       175,561      258,420       82,859           158,928       16,633 Isabellas Restaurant
 200       139,875      163,873       23,998           137,297        2,578 Advance Auto
 201       200,336      363,106      162,770           175,400       24,936 Aerodyne Alloys, LLC
 202       229,571      276,528       46,957           202,978       26,593 Dietrich Industries, Inc.
 203       227,239      422,485      195,246           221,696        5,543
 204       166,372      274,737      108,365           141,263       25,109 AGForce Insurance Services
 205       197,772      285,548       87,776           179,697       18,076 Goodyear Tire & Rubber Company
 206       150,181      244,262       94,082           145,181        5,000
 207       143,505      205,731       62,226           131,082       12,423 Radio Shack
 208       116,976      153,644       36,669           109,660        7,316 Jakosky Properties
 209       120,836      164,458       43,622           115,139        5,696 Teter Consultants
 210       193,603      371,682      178,079           183,798        9,805
 211       105,859      128,153       22,294            91,931       13,928 D E, Inc.
 212       121,173      143,039       21,865           115,994        5,179 The Sherwin-Williams Company
 213       145,811      200,936       55,124           136,338        9,473 3 Dough Boys-The Bagelry


                   LEASE                                                                      LEASE
 ID          SF  EXPIRATION  2ND LARGEST TENANT (8)                                    SF  EXPIRATION
-----  --------  ----------  ---------------------------------------------------  -------  ----------

  1      46,922  11/30/2020  The Gap/Gap Kids                                      12,480   2/29/2012
  2     359,387  9/30/2010   Mayer Brown Rowe & Maw                               247,933   8/31/2015
  3     228,910  4/23/2022   Home Depot USA                                       112,058   1/31/2010
  4
 4-a     73,191  2/28/2012
 4-b     42,927  1/31/2016   Scriptlogic                                           25,380   1/21/2010
 4-c     20,600  3/31/2011   Real Time Labs                                        19,776   1/31/2011
 4-d     30,018  2/28/2010   SIMU                                                  28,296   5/31/2013
 4-e     25,000  2/28/2011   Sterling Medical                                       5,000   7/31/2006
  5      91,812  11/30/2011  Fortis Benefits Insurance Co.                         37,902   2/28/2007
  6      62,490  8/31/2014   Walter & Haverfield                                   43,590   1/9/2019
  7
 7-a     36,420  8/31/2008   RJF International Corporation                         26,159  12/31/2009
 7-b      9,963  5/31/2011   AXA Equitable Life                                     6,687   1/31/2011
 7-c     12,435  12/31/2006  Wachovia Securities, LLC                              12,032   2/28/2009
 7-d      6,976  11/30/2009  Medical Mutual Ohio                                    5,499   8/31/2006
 7-e     22,614  9/30/2009   Telantis Research, Inc.                                7,063   1/31/2007
  8
  9
 9-a     87,784  9/30/2011   Tormax Technologies, Inc.                             22,820   8/31/2007
 9-b    105,000  3/31/2008   Western PCS II Corp.                                  26,490  10/14/2006
 9-c     76,574  10/16/2015  Duerr Tool & Die Co, Inc.                             37,721  10/31/2012
 9-d     70,000  8/14/2008
 10      37,000  1/31/2012   T.J. Maxx                                             32,000   1/31/2010
 11
11-a     30,627  6/30/2016   Fedex Corporation                                     20,975   3/31/2011
11-b      8,680  7/31/2007   Graphics Intelligence Agency                           8,613   8/31/2007
11-c     21,826  2/28/2015   Dairy Farmers of America, Inc.                        12,725   3/31/2009
11-d     22,993  1/31/2009
11-e     20,593  5/31/2008   U.S. General Service Administration                    3,994   1/31/2008
 12      68,519  11/30/2025  PetsMart, Inc.                                        19,497   1/31/2016
 13      54,592  5/31/2011   MPEG LA, LLC                                          43,607   8/31/2012
 14      73,883  12/31/2025  Michaels Stores, Inc.                                 21,718   9/30/2020
 15     243,170  5/30/2008   Lidner                                                71,788   4/30/2009
 16     376,531  7/31/2010   Broeder Brothers                                     320,530   2/28/2013
 17      17,500  1/31/2022   Rite-Aid                                              11,260   6/30/2012
 18
18-a
18-b
18-c
18-d
18-e
 19      73,184  2/29/2024   Blockbuster Inc.                                       5,000   2/29/2008
 20     445,896  9/30/2026
 21      65,803  1/27/2010   Loyola University Medical Center                      32,160  12/31/2010
 22      30,250  1/31/2021   Petco                                                 13,000   1/31/2017
 23     215,780  3/31/2016   Omaha World-Herald Company                           136,394   3/31/2021
 24
 25     356,642  12/31/2009
 26      86,475  11/30/2013  Floor & Decor                                         54,996   2/28/2016
 27      61,569  11/30/2017
 28      16,219  11/30/2021
 29      40,750  12/31/2011  Vitra, Inc.                                           14,750  12/31/2011
 30      82,496  3/31/2021   Peter Piper Pizza                                     12,168   6/30/2008
 31      40,000  10/31/2018  Harmons                                                6,192  10/31/2018
 32      17,755  2/29/2016   Walgreen Co.                                          14,490   6/30/2066
 33      51,398  7/31/2011   Belle Bonfils Memorial Blood                          49,473   1/31/2013
 34
 35      32,987  1/31/2017   Michael's Stores                                      20,683   2/28/2012
 36
 37     593,602  7/31/2015   Silgan Containers Corporation                        158,000   7/31/2015
 38
 39      58,203  3/31/2026   PetsMart                                              20,087   1/31/2016
 40
 41      66,263  7/31/2015   GSA/ Veterans Health Care System                      12,000   4/30/2015
 42      23,666  4/30/2014   Corporate Technologies                                18,607   2/28/2011
 43     207,000  6/30/2012
 44     316,182  11/30/2012
 45     108,224  11/30/2016  Hobby Lobby                                           90,253  11/30/2016
 46
 47      56,080  11/30/2010  University of Phoenix                                 16,688   4/11/2008
 48      30,438  8/31/2020   AON Service Corp                                      24,196  10/31/2015
 49      67,986  2/28/2026
 50      61,396  12/31/2006  VSE Corp.                                             30,434   10/1/2009
 51
51-a     18,000  1/31/2008   Fenix Restaurant (Mati's LLC)                          2,540   8/31/2010
51-b      2,050  11/30/2007  Cafe Lalibela                                          2,018   9/30/2007
 52      88,042  8/31/2013   Leader Express                                        81,542   5/31/2012
 53      55,000  11/14/2020  American Music Group (Dark)                            4,187   1/31/2010
 54      11,130  11/30/2006  Taipei Economic & Cultural                             4,988   8/31/2010
 55
 56      15,456  11/30/2010  TRC Holdings, Inc.                                    11,753   2/28/2013
 57
 58      28,260  11/30/2008  CVS Pharmacy                                          13,140  12/31/2009
 59      88,879  12/31/2025
 60      22,839  1/31/2016
 61       5,400  9/30/2009   PX Drug                                                4,200  10/31/2008
 62      35,560  9/11/2017   Big Lots                                              23,000   1/31/2009
 63      30,000  3/14/2015
 64
 65      25,500  1/31/2012   99 Cent Only Store                                    23,200   7/31/2008
 66
 67
 68       6,117  3/31/2007   Julie's Hallmark                                       4,272   7/31/2007
 69      41,090  9/30/2011   True Value                                             9,875  12/31/2015
 70
 71      46,822  2/28/2016   Dept of HR - Workers Comp                             15,883   3/31/2011
 72
 73
 74      24,311  5/29/2012   PetSmart                                              20,098   2/29/2016
 75
 76
 77
 78      95,177  12/31/2015
 79      69,999  12/31/2025
 80
80-a      9,320  8/31/2007   Extreme Fitness                                        7,170   9/30/2011
80-b      3,150  12/31/2007  Dr. Charles Pelletier, DDS                             1,907   6/30/2008
 81       6,062  3/31/2016   Panera, LLC                                            4,758   3/31/2016
 82      37,425  5/31/2018   River Pools & Spas                                     9,800   6/30/2010
 83      16,753  6/30/2015   Shady Grove Venture Group LLC                          6,491   4/30/2010
 84
 85
 86
86-a     21,162  1/31/2026
86-b     20,188  1/31/2026
 87      22,000  10/31/2006  SJ Mercury News                                       20,000  12/31/2012
 88
 89      25,056  1/31/2011   Interior Elements                                      4,500   6/30/2010
 90       9,018  8/31/2009   United States Postal Service                           7,791   1/31/2008
 91
 92
 93
 94      84,600  12/31/2025
 95
 96
 97
 98
 99
 100      7,335  12/31/2015  Chinese Buffet                                         5,934   3/31/2016
 101
 102    175,713  7/31/2008   CafePress.com                                        126,352   7/31/2017
 103
 104     12,876  10/31/2008  Advanced Bio Prosthetics                               9,386      MTM
 105     53,641  4/30/2029   Blockbuster Video                                      5,600   3/31/2014
 106
 107     42,293  12/31/2026
 108      6,000  1/31/2009   Shoten Market                                          4,200   1/31/2009
 109
 110     14,400  8/31/2006   FB International                                      10,800   3/31/2009
 111      8,010  10/31/2010  Las Vegas Circuit Breaker                              4,005   7/31/2008
 112      4,000  4/30/2014   The Original Mattress Factory                          2,800   4/30/2009
 113     19,462  8/30/2012   Rhodes, Young, Black & Duncan                          9,169   5/31/2015
 114     70,000  10/31/2015  JK Marketing (99 Cent Store)                          13,410  11/30/2014
 115     12,600  1/31/2014   Express Cleaners                                       2,450   1/31/2009
 116     44,496  12/31/2025
 117   36 units  12/31/2010
 118     23,171  9/30/2010   Seaboard Arbors Management Services, Inc.              8,445   3/31/2009
 119     35,000  1/31/2012   Big Lots                                              20,000   1/31/2008
 120      6,720  9/30/2014   McAlister's Deli                                       4,200  11/30/2011
 121
 122     65,000  12/31/2020  Art Graphics N Designs                                 6,000  12/31/2020
 123      2,650  7/31/2006   ET Water Systems, LLC                                  2,553      MTM
 124
 125    117,948  5/31/2025
 126      8,902  11/30/2010  Capital Analysts of New England Incorporated           8,654  11/30/2010
 127
 128      9,053  3/31/2009   Creative Explosions Inc.                               7,570   6/30/2008
 129     14,820   3/6/2081
 130
 131      4,800  2/28/2016   Forest Hill Pizzeria, Inc. t/a Vinnys Italian Grill    3,645   3/31/2016
 132      3,840  2/28/2011   West Valley Sport and Dance, L.L.C.                    3,700   2/28/2011
 133      2,400  1/31/2008   Cashback Payday                                        1,800   1/31/2009
 134     51,083  5/13/2018
 135
 136
 137     97,440  9/30/2014
 138     12,114  11/7/2025
 139
 140      7,544  1/22/2016   Blockbuster                                            5,000  11/30/2010
 141     44,677  5/26/2013   Dollar Tree                                           10,312   2/9/2011
 142     11,807  10/31/2007  Cronin's Porch & Patio                                 4,600   1/31/2007
 143     23,942  2/28/2017
 144
 145     18,533  11/30/2007  AMFM Broadcasting                                     17,026  12/31/2011
 146     14,894  2/28/2026   Rytiphx Ltd.                                           3,675  12/31/2010
 147     30,601  4/30/2021
 148      5,115  6/28/2010   Dry Cleaner                                            2,658   4/30/2015
 149     18,052  1/31/2014   Grand China Buffet (Wam XiaLi)                         7,000   9/30/2015
 150      7,272  11/30/2015  BCH Group                                              2,600   2/28/2011
 151      7,621  2/28/2016   Flores Mexican Restaurant                              2,499   2/28/2012
 152      5,400  1/31/2009   Broadway Deli & Mart                                   2,704   6/30/2010
 153
 154      3,696  7/31/2008   Kauffman Cabinetry                                     3,281   4/30/2008
 155
 156     26,162  10/31/2015
 157     25,044  2/28/2014
 158     10,000  12/9/2012   Greek Gourmet                                          2,750   2/28/2013
 159
 160
160-a    13,500  10/31/2044
160-b    13,500  10/31/2044
 161
 162      5,498  7/31/2007   Pearson Communications                                 4,522   5/31/2009
 163
 164      3,600  4/30/2008   Dragon King                                            2,356  12/31/2009
 165      5,100  5/31/2011   Dr. Clyne                                              1,875   5/31/2009
 166     34,472  1/31/2010
 167
 168      3,297  8/31/2010   Fresh Cleaner                                          1,802   3/12/2010
 169      4,250  10/31/2015  Double Dave's Pizza                                    4,250  12/31/2008
 170      6,167  6/30/2020   Fantastic Sams                                         1,408   6/30/2010
 171      1,700   3/2/2016   Akio Sushi                                             1,500   5/31/2016
 172
 173      3,393  3/31/2016   Wireless Zone                                          2,073   3/31/2013
 174      6,014  1/31/2015   Coldwell Banker                                        3,121   2/1/2010
 175     10,388  8/31/2009   Family Dollar                                          7,394  12/31/2009
 176     11,373  3/31/2010   Exit Realty of MD, LLC                                 9,964   2/28/2016
 177      4,700  4/30/2009   Kick Boxing                                            3,600  12/31/2006
 178     45,620  3/31/2021   Tree of Life                                           6,500   5/13/2006
 179     20,250  2/28/2011   Amarr Company, Inc.                                   20,250  10/31/2010
 180      1,600  7/31/2010   Alex's Pharmacy                                        1,380   7/31/2010
 181
 182      6,452  4/14/2014   Deck the Walls                                         1,883  12/31/2010
 183      6,642  2/28/2015   Bennette Paint Mfg. Co.                                6,318   4/30/2015
 184      8,280  11/30/2008  Moore's Martial Arts                                   5,760   1/31/2010
 185     22,941  11/30/2010
 186      5,000  8/31/2011   Pamela D. Butler, DMD                                  2,580   1/31/2016
 187     29,040  7/31/2010   Evan's Interiors                                       2,911   6/30/2006
 188
 189      2,210  2/29/2016   Quiznos                                                1,245   2/29/2016
 190     16,650  2/29/2016
 191      8,265  12/31/2007  Integrated Flooring                                    8,265  11/30/2008
 192      3,175  12/31/2015
 193     10,000  12/31/2012  ABA Inc.                                              10,000  11/30/2007
 194     39,140  4/30/2011
 195      5,472  5/31/2010   Ruffin Performance                                     4,176   8/31/2006
 196     20,078  12/31/2007  Armstrong Graphic Systems                             12,052   7/24/2008
 197
 198     15,351  4/30/2019   State Farm Mutual Auto                                 3,114   1/8/2008
 199      2,990  10/10/2009  G.W. Place                                             2,798  12/31/2007
 200      6,000  2/28/2021
 201     43,250  2/28/2013   Velocity Express, Inc.                                15,000   7/31/2010
 202     59,100  2/28/2009
 203
 204      9,474  12/31/2006  Valley Engineering, Inc.                               9,000   4/30/2016
 205      6,000  1/19/2009   Old Hickory Grill                                      2,400  12/31/2010
 206
 207      2,100  1/31/2011   Imo's Pizza                                            2,000   8/31/2010
 208      2,950  2/29/2016   CA Outdoor Advertising                                 1,500   6/30/2006
 209      4,961  10/31/2013  ADCC                                                   2,663  10/31/2013
 210
 211     22,071  12/31/2010
 212      6,000  1/31/2016
 213      1,553  12/31/2013  Grandiff Medical Supply                                1,052   9/30/2006


                                                                                                          UPFRONT
                                                                      LEASE     PERCENT      LEASED   REPLACEMENT
 ID    3RD LARGEST TENANT (8)                                   SF  EXPIRATION   LEASED  AS-OF DATE  RESERVES ($)
-----  --------------------------------------------------  -------  ----------  -------  ----------  ------------

  1    Victoria's Secret                                    10,849   1/31/2016    87.7%   2/28/2006
  2    Arent Fox                                            86,215   6/30/2018    99.5%    3/1/2006
  3    Kohl's Department Stores                             89,531   1/28/2023    99.4%   1/10/2006
  4                                                                               96.3%   5/15/2006
 4-a                                                                             100.0%   5/15/2006
 4-b   Deutsche Bank                                         4,456   5/31/2011   100.0%   5/15/2006
 4-c   JKG Printing                                         16,775   7/31/2008    88.8%   5/15/2006
 4-d   Affiniti Architects                                   6,035   5/31/2010   100.0%   5/15/2006
 4-e   Padaria                                               2,500   3/31/2007   100.0%   5/15/2006
  5    Intrepid Companies, Inc                              30,782  10/31/2008    82.8%   2/28/2006
  6    Duvin, Cahn, & Hutton, LPA                           40,076   8/31/2008    89.8%   3/23/2006        12,231
  7                                                                               90.1%   3/28/2006
 7-a   Fedex Corporation                                    24,093  12/31/2015   100.0%   3/28/2006
 7-b   Salomon Smith Barney                                  6,051  11/30/2010    73.8%   3/28/2006
 7-c   Chevron USA, Inc.                                     3,449   5/31/2010    93.5%   3/28/2006
 7-d   Reserve Group                                         5,389   7/31/2007    87.7%   3/28/2006
 7-e                                                                             100.0%   3/28/2006
  8                                                                               95.7%   2/28/2006
  9                                                                               85.9%   4/28/2006
 9-a   Sino Swearingen Aircraft                             13,840   7/31/2007    86.2%   4/28/2006
 9-b   Anmar Enterprises, Inc.                              21,600   1/31/2012    75.7%   4/28/2006
 9-c                                                                             100.0%   4/28/2006
 9-d                                                                             100.0%   4/28/2006
 10    Ross Dress for Less                                  30,187   1/31/2016    85.2%    2/1/2006         4,208
 11                                                                               91.1%   3/28/2006
11-a   Dellagnese Companies                                 10,397   3/31/2011   100.0%   3/28/2006
11-b   First Merit Corporation                               7,240  10/31/2007    88.2%   3/28/2006
11-c   SRA International Inc.                                4,085  12/31/2008   100.0%   3/28/2006
11-d                                                                              68.6%   3/28/2006
11-e   Dr. Gary Guido                                        1,702  11/30/2009    90.9%   3/28/2006
 12    Planet Replay, Inc.                                   5,293   5/31/2016    86.4%    4/7/2006
 13    Xanterra Parks & Resorts                             30,195  11/30/2012    96.6%   4/19/2006
 14    Bed Bath & Beyond                                    20,900   1/31/2019   100.0%   2/27/2006
 15    Pel-Freez Clinical                                   44,066   4/30/2010    93.9%    5/2/2006
 16    Trade Am Int.                                       195,990   8/31/2011    92.4%    1/1/2006
 17    Wawa                                                  5,634   5/31/2009    95.9%   4/24/2006         1,048
 18                                                                               87.4%   3/31/2006        24,403
18-a                                                                              90.3%   3/31/2006
18-b                                                                              86.3%   3/31/2006
18-c                                                                              89.4%   3/31/2006
18-d                                                                              89.4%   3/31/2006
18-e                                                                              81.4%   3/31/2006
 19    Needleman's Inc.                                      3,647   2/28/2011    96.6%    2/1/2006         1,272
 20                                                                              100.0%    6/1/2006
 21    Powerhouse Gym                                       22,706   5/31/2014    93.3%   4/24/2006
 22    Prudential California Realty                          5,124   3/31/2011    93.7%    5/1/2006
 23                                                                               91.8%   3/29/2006
 24                                                                               94.7%   4/12/2006        72,000
 25                                                                              100.0%   4/27/2006
 26    Office Depot, Inc.                                   31,713  12/31/2010    90.5%   3/31/2006
 27                                                                              100.0%    6/1/2006
 28                                                                              100.0%    6/1/2006
 29    Spice Market                                         10,500   2/28/2017   100.0%   1/13/2006           825
 30    China Super Buffet                                    6,700   5/31/2013   100.0%   4/19/2006        54,824
 31    Webster Bank                                          4,000   6/30/2019    98.1%   1/17/2006           673
 32    Big 5 Corp.                                          10,000   1/31/2017   100.0%    5/1/2006
 33    Centex Home Equity Company, LLC                      34,628   9/30/2010   100.0%   1/31/2006
 34                                                                               76.3%  12/31/2005        13,896
 35    Famous Footwear                                      10,000   3/31/2012   100.0%   3/15/2006           760
 36                                                                               98.0%    3/6/2006
 37    Exel Transportation Services, Inc.                    1,200  12/31/2006   100.0%    5/2/2006
 38                                                                               69.2%  12/31/2005
 39    Panera Bread                                          5,000   9/16/2016    99.0%   4/13/2006
 40                                                                               82.6%  12/31/2005       425,000
 41    University of Texas Health Science Center            11,748   6/30/2010    82.4%    2/1/2006
 42    Multiband Corporation                                14,970   6/30/2017    84.4%    4/5/2006
 43                                                                              100.0%    6/1/2006
 44                                                                              100.0%    6/1/2006         2,635
 45                                                                              100.0%   1/23/2006
 46                                                                               96.7%    3/1/2006
 47    Scottrade                                             1,764   3/31/2009   100.0%    3/1/2006
 48    Citigroup Global Markets                              9,124  11/30/2016    81.4%    4/1/2006
 49                                                                              100.0%    2/8/2006
 50    Nestle USA, Inc.                                     21,690  12/31/2008   100.0%    3/1/2006
 51                                                                               93.7%    5/4/2006
51-a   Visser Dentistry                                      2,400   6/30/2011   100.0%    5/4/2006
51-b   Curves Fitness Center                                 1,950   1/31/2010    73.0%    5/4/2006
 52                                                                              100.0%    2/2/2006
 53    Blue Palm Selections, L.L.C., dba $1.00 Selections    3,256    6/2/2010    94.4%   4/26/2006
 54    Corbin Hill                                           3,644   6/30/2006    94.5%    5/1/2006
 55                                                                               97.8%   4/25/2006
 56    Montgomery Newspapers                                 7,738   9/30/2007    77.7%    4/1/2006
 57                                                                               91.9%  12/31/2005
 58    Mattress King, Inc.                                   6,314   2/28/2010   100.0%    1/1/2006
 59                                                                              100.0%    1/9/2006
 60                                                                              100.0%   4/19/2006
 61    Auto Zone                                             3,600   1/31/2009   100.0%    3/1/2006           379
 62    Shoe City                                             6,720   2/28/2010    99.1%   1/26/2006
 63                                                                              100.0%   3/23/2006
 64                                                                               72.0%   3/31/2006
 65    Kaiser Foundation Hospitals                           4,770   2/28/2007    98.5%    4/1/2006
 66                                                                               81.4%  12/31/2005
 67                                                                               75.7%  12/31/2005         8,540
 68    Euphorea Salon, LLC                                   3,067   4/30/2011   100.0%    3/1/2006           488
 69    Outback Steakhouse                                    7,500  10/31/2015    94.7%  12/10/2005
 70                                                                               97.5%    2/8/2006
 71    Spartan Mortgage                                      3,696   2/28/2008    96.6%    3/1/2006
 72                                                                               80.3%  12/31/2005       200,000
 73                                                                               60.7%  12/31/2005       125,000
 74    Pier One                                              9,488   3/31/2012    80.1%   3/14/2006
 75                                                                               98.5%   4/20/2006
 76                                                                               98.7%   4/11/2006
 77                                                                               97.9%   1/31/2006       240,000
 78                                                                              100.0%    1/1/2006
 79                                                                              100.0%    1/9/2006
 80                                                                               88.7%   4/30/2006           872
80-a   Alta Cleaners                                         4,350   9/30/2010    86.5%   4/30/2006
80-b   Bolsa Medical Arts Pharmacy                           1,350   6/30/2006    92.9%   4/30/2006
 81    Five Below, Inc.                                      4,240   4/30/2011    86.8%    5/3/2006
 82    Dolgencorp, Inc.                                      8,000  12/31/2007    94.5%    5/4/2006
 83    Joel Schwartz, DDS, LLC                               3,039   7/31/2016    93.8%    5/1/2006           839
 84                                                                               96.1%    3/1/2006
 85                                                                               98.2%   2/15/2006
 86                                                                              100.0%    6/1/2006
86-a                                                                             100.0%    6/1/2006
86-b                                                                             100.0%    6/1/2006
 87    All Reasons Moving, Inc.                             19,500   5/31/2010   100.0%    3/3/2006
 88                                                                               69.5%   2/28/2006
 89    Radio Shack                                           2,850   1/31/2007    94.8%  11/29/2005
 90    The Philly Franchising                                3,029   7/31/2009    68.5%   3/31/2006
 91                                                                               95.9%    2/6/2006
 92                                                                               56.0%  10/31/2005
 93                                                                               96.7%    4/6/2006
 94                                                                              100.0%  12/30/2005
 95                                                                               75.7%  12/31/2005         7,906
 96                                                                               74.9%  12/31/2005
 97                                                                               66.4%  12/31/2005         6,860
 98                                                                               57.2%  12/31/2005         6,728
 99                                                                               58.9%  12/31/2005         6,624
 100   Mattress Columbia                                     3,413   2/28/2011   100.0%   3/30/2006
 101                                                                              95.8%   3/28/2006       160,000
 102                                                                              93.8%   12/1/2005
 103                                                                              72.8%   9/30/2005       792,560
 104   SA Extended Medi Care                                 7,913  11/30/2006   100.0%    4/1/2006         1,235
 105   AT&T Wireless Services                                2,712   5/31/2009   100.0%    9/6/2005
 106                                                                             100.0%    3/7/2006
 107                                                                             100.0%    6/1/2006
 108   Akasaka Restaurant                                    4,050   1/31/2011    94.2%    3/1/2006
 109                                                                              68.2%   3/27/2006
 110   Hosada Bros.                                         10,710   1/31/2007    92.0%   4/20/2006
 111   J&T Builders                                          4,005   6/30/2008   100.0%   4/20/2006
 112   Verizon Wireless                                      2,650   1/31/2009   100.0%    2/1/2006           237
 113   Scovill Fasteners, Inc.                               7,336   6/30/2012    90.2%   2/15/2006
 114   Kragen Auto                                           4,800  10/31/2009   100.0%   2/16/2006
 115   Crown Dental Group                                    2,302   8/18/2014    96.0%   2/17/2006
 116                                                                             100.0%  12/30/2005
 117                                                                             100.0%    6/1/2006           750
 118   Eckerd Youth Alternatives, Inc.                       4,088  11/30/2007    88.4%   3/31/2006
 119   C.V. Fitness & Health Center                         15,392   9/30/2007    97.4%    2/9/2006
 120   1st Independent Bank                                  2,730   9/30/2019   100.0%   3/30/2006
 121                                                                              95.7%   2/27/2006
 122                                                                              78.9%  12/21/2005
 123   Independent Review Consulting                         2,175   2/28/2008   100.0%   2/24/2006
 124                                                                              67.6%  10/31/2005
 125                                                                             100.0%    6/1/2006           250
 126   The Grossman Companies, Inc.                          6,107   11/1/2008   100.0%    4/1/2006
 127                                                                              89.4%   4/18/2006
 128   Carsem, Inc.                                          4,567   6/30/2009    96.8%   3/22/2006
 129                                                                             100.0%   3/30/2006
 130                                                                              93.9%    2/2/2006
 131   Flames, Inc. t/a Liberty Valence Restaurant           2,700   2/20/2016   100.0%   4/13/2006
 132   Lauret Schreier, DDS, P.L.L.C.                        3,000   3/31/2011    94.2%   5/15/2006
 133   Affordable Cleaners                                   1,800    2/1/2010    94.3%    5/2/2006           350
 134                                                                             100.0%    6/1/2006           426
 135                                                                             100.0%   3/31/2006
 136                                                                             100.0%   3/31/2006
 137                                                                             100.0%    6/1/2006
 138                                                                             100.0%    1/4/2006
 139                                                                              81.0%  12/31/2005        10,834
 140   Once Upon a Child                                     4,872    8/4/2010    88.9%   2/28/2006
 141   Movie Gallery                                         7,124  10/31/2006    96.1%   11/1/2005        82,000
 142   Digital Vision & Audio                                3,212  11/30/2007   100.0%   4/19/2006
 143                                                                             100.0%    6/1/2006
 144                                                                             100.0%   1/31/2006         1,208
 145                                                                             100.0%   3/24/2006
 146   CE Painting Co.                                       2,709  12/31/2008   100.0%   3/10/2006
 147                                                                             100.0%    6/1/2006
 148   Ken & Margrt Merriwether                              1,650   9/30/2009    93.3%   4/14/2006
 149   Aaron Rents, Inc.                                     5,584  12/31/2009   100.0%    3/1/2006  14,000 (LOC)
 150   T-Mobile                                              1,600  12/31/2011    91.5%   4/14/2006
 151   Domino's Pizza                                        1,400   3/31/2011   100.0%   4/19/2006
 152   Townhouse Cleaners                                    1,500   8/31/2007   100.0%    2/1/2006
 153                                                                              62.9%  12/31/2005       280,000
 154   The Pool People                                       2,486   6/30/2006    94.6%   3/28/2006
 155                                                                              98.7%   3/13/2006
 156                                                                             100.0%   3/29/2006
 157                                                                             100.0%    6/1/2006
 158   Shiny Nails                                           1,375   1/31/2010   100.0%   3/27/2006
 159                                                                             100.0%   3/30/2006
 160                                                                             100.0%   3/22/2006
160-a                                                                            100.0%   3/22/2006
160-b                                                                            100.0%   3/22/2006
 161                                                                             100.0%   1/31/2006           875
 162   B&C Homes                                             1,415   2/28/2011   100.0%    4/5/2006
 163                                                                              96.2%   3/23/2006
 164   Ent Federal Credit Union                              1,780  10/31/2007    94.4%    4/3/2006           287
 165   Chessco                                               1,875  12/31/2010   100.0%   1/24/2006           161
 166                                                                             100.0%    6/1/2006           747
 167                                                                              89.3%    1/4/2006
 168   Taco Del Mar                                          1,540    7/5/2015    86.6%   2/22/2006
 169   Adrian Cleaners                                       3,500   6/30/2009   100.0%   4/12/2006
 170   Tropical Smoothie                                     1,304   6/30/2015   100.0%   1/10/2006
 171   iSold it on eBay                                      1,460   3/31/2011    85.8%   3/29/2006
 172                                                                              97.5%  11/17/2005
 173   Jackson Hewitt Tax                                    1,679   1/31/2011   100.0%    3/1/2006
 174   Starbucks Coffee Company                              1,500   2/28/2015   100.0%   11/1/2005
 175   Bumper to Bumper                                      3,965   9/30/2008   100.0%   8/31/2005           378
 176   Montgomery Renal Center                               6,488   5/30/2012   100.0%   12/1/2005
 177   Mystic Inc. and Matthew                               3,200  12/31/2006   100.0%   3/21/2006
 178                                                                             100.0%   3/30/2006
 179   Carolina Comfort, Inc.                               12,000   8/31/2012   100.0%   2/16/2006
 180   Dr. Dy Pediatric Clinic                               1,380   7/31/2010   100.0%   3/20/2006
 181                                                                             100.0%    2/9/2006           933
 182   Dr. Batchelor                                         1,408  11/14/2010   100.0%   3/29/2006
 183                                                                             100.0%   4/18/2006
 184   Pinnacle Roofing                                      2,880  10/31/2006   100.0%   3/24/2006
 185                                                                             100.0%    1/1/2006
 186                                                                             100.0%   2/28/2006
 187   Orka Distribution                                     2,480   7/31/2006    90.9%    2/8/2004
 188                                                                             100.0%   1/18/2006
 189   Papa Johns Pizza                                      1,177   2/29/2016   100.0%    3/7/2006
 190                                                                             100.0%   3/15/2006
 191   Staffmark Investments, LLC                            6,869   5/31/2008   100.0%    1/2/2006
 192                                                                             100.0%    6/1/2006            40
 193                                                                             100.0%    4/3/2006
 194                                                                             100.0%   4/17/2006
 195   Classic Gymnastics                                    4,176   8/31/2006   100.0%    5/3/2006
 196   Euro Design                                           8,000   1/31/2009   100.0%   3/10/2006
 197                                                                             100.0%    2/1/2006
 198   Kelly Services, Inc.                                  1,252   4/30/2008   100.0%    5/1/2006
 199   Super Mini Mart                                       2,000  10/31/2008    94.1%    2/6/2006        39,143
 200                                                                             100.0%   3/29/2006
 201   FM Industries, LLC                                   13,000  10/31/2007   100.0%    3/3/2006
 202                                                                             100.0%   3/10/2006
 203                                                                              74.6%    4/4/2006
 204   Acordia West Inc.                                     6,510   3/31/2009   100.0%    5/1/2006
 205   The Gun Rack                                          1,200   3/31/2008   100.0%    4/1/2005
 206                                                                              94.1%   3/16/2006
 207   The UPS Store                                         1,200   9/30/2009    90.3%    3/9/2006
 208   Scott Taylor                                            750   7/31/2007   100.0%   2/17/2006
 209                                                                             100.0%   11/1/2005
 210                                                                              89.2%   3/31/2006
 211                                                                             100.0%  11/18/2005
 212                                                                             100.0%   1/24/2006
 213   Syed A. Hassnain-TAJ Spice & Sweets                   1,052   3/31/2007   100.0%   12/1/2005


                                          MONTHLY
                                       REPLACEMENT       UPFRONT    MONTHLY  MONTHLY TAX  MONTHLY INSURANCE               UPFRONT
 ID                                   RESERVES ($)     TI/LC ($)  TI/LC ($)   ESCROW ($)         ESCROW ($)  OTHER ESCROW ($) (9)
-----  -------------------------------------------  ------------  ---------  -----------  -----------------  --------------------

  1
  2                                                                            1,019,431                               15,000,000
  3                                          5,221
  4                                                                               45,030             25,550
 4-a
 4-b
 4-c
 4-d
 4-e
  5                                          7,471     1,000,000                 110,735              4,025             1,000,000
  6                                         12,231        37,500     37,500       74,535             14,212             2,077,939
  7                                          6,345                   29,400       49,660              3,283               264,734
 7-a
 7-b
 7-c
 7-d
 7-e
  8                                          4,667                                17,995             14,185        3,009,800 (LOC)
  9                                                                  15,000       45,366             10,327
 9-a
 9-b
 9-c
 9-d
 10                                          4,208        14,167     14,167       31,056              6,671               400,000
 11                                          4,635                   20,900       34,916              2,717               236,886
11-a
11-b
11-c
11-d
11-e
 12                                                                                                                4,033,050 (LOC)
 13                                                    2,400,000                  48,586                                  350,000
 14
 15                                                      150,000     12,350                                               613,840
 16                                         12,302                                24,962                                  100,000
 17                                          1,048         3,930      3,930       18,616              1,192               279,267
 18                                         24,403                                18,624              5,515
18-a
18-b
18-c
18-d
18-e
 19                                          1,272         2,083      2,083       16,324
 20
 21                                                                               87,287              3,090               360,000
 22                                                                                                                       634,078
 23                                         10,000                                15,733
 24                                                                               42,805
 25
 26                                                                               27,500             12,340             2,100,000
 27
 28
 29                                            825                                11,223
 30                                                       75,000                  17,050                                  437,896
 31                                            673                                24,865                                      650
 32                                            486                    2,100        4,412              1,530               530,000
 33                                                                               18,816              2,683
 34                                         13,896                                 8,034              3,001
 35                                            760                                20,660              1,354                78,000
 36                                          3,300                                10,977              2,401
 37                                                                               23,979
 38                                         17,955                                25,297
 39                                          1,359       205,088                  16,051                935             1,489,923
 40                                                                                5,914              4,582
 41                                          2,242                    8,850        9,397              5,594             3,500,000
 42                                          1,992                    6,334       26,629              2,317             1,246,918
 43                                          1,725       600,000
 44                                          2,635                                 7,924                                4,713,755
 45
 46                                            759                                14,733                936
 47                                          1,333       200,000      5,500        8,452              1,310
 48                                                                               12,570                                  126,000
 49
 50                                          2,203                                 8,099              1,208               300,000
 51                                          9,696                                 8,802              2,667
51-a
51-b
 52                                          2,120       389,000      2,875        5,625              1,199             1,473,017
 53                                                                               16,344
 54                                                      204,000                  13,906              1,794
 55                                          7,521                                21,087              6,348
 56                                          1,740       248,510     20,833       18,000              1,730
 57                                          7,500                                 9,579              2,267
 58                                          1,188                    5,941        6,275              1,313                16,000
 59
 60
 61                                            379         1,833      1,833        8,021                533
 62                                          1,404                    3,636        6,992              2,166
 63                                                                               12,825                810
 64                                          9,813                                 3,531              1,324
 65                                          1,759                    3,500        5,950              1,890
 66                                          9,570                                 8,989
 67                                          8,540                                 6,574                942
 68                                            488         2,542      2,542       17,756                408
 69                                            990     2,350,000      2,000        5,927              1,545
 70
 71                                          1,583                    3,000        7,817              2,145               471,481
 72                   4% of Monthly Gross Revenues                                 9,979              1,687
 73
 74                                            841                                                      833
 75                                          4,850                                10,351              7,075
 76                                          1,904                                 6,619                777
 77
 78
 79
 80                                            872         4,167      4,167       13,995              1,276
80-a
80-b
 81                                                      155,000                   3,321                                  515,000
 82                                          1,424                    3,000        3,870              1,399
 83                                            839         3,500      3,500        5,968                773
 84                                          4,500                                 9,268              3,315
 85                                          7,000                                 3,870              3,220
 86                                                        3,446      3,446
86-a
86-b
 87                                          1,414                    5,468        9,417
 88                                          6,896                                 6,014              2,435
 89                                            365                    2,650       13,787                815
 90                                                      150,000                  13,132                582
 91                                                                                4,826              1,130
 92                   4% of Monthly Gross Revenues                                11,577              1,928               325,000
 93                                          3,775                                15,588                                  150,000
 94
 95                                          7,906                                 6,217              1,395
 96    No less than 4% of the monthly gross income
 97                                          6,860                                 6,993                975
 98                                          6,728                                 4,395                942
 99                                          6,624                                 8,174                751
 100                                                      49,000                   3,732
 101                                         2,785                                 5,723              3,527           50,000 (LOC)
 102                                                                                                                      251,464
 103                                         7,397                                 9,976
 104                                         1,235         3,833      3,833        9,828                                  107,000
 105
 106                                         1,200                                 2,760              1,500
 107                                                         583        583
 108                                         3,948                      525        2,655
 109                                                                               5,745                674             2,250,000
 110                                                     120,000                   1,079
 111                                                      60,000                     572
 112                                           237         1,000      1,000        4,170                425
 113                                           795       131,250                   5,642                531                22,927
 114
 115                                                                  1,500        2,294              1,181
 116                                                                                                                       25,000
 117                                           750       186,415                   2,059              7,500             1,012,400
 118                                                                  3,125        6,339
 119                                         2,999                                10,974              1,250               175,000
 120                                                      45,000                   3,438
 121                                         3,550                                 6,861              2,172
 122                                                     200,000                     339
 123                                           365                    3,793        3,899                667
 124
 125
 126                                                                               7,405
 127                                                                               4,266
 128                                                                               4,633
 129
 130                                         1,200                                 4,890              1,700
 131                                                                               1,616                571
 132                                                      65,600                   3,904                                   15,873
 133                                           350        50,000                   2,116                841
 134                                           426
 135                                                                              11,596
 136                                                                              15,895
 137
 138                                                                                                                          500
 139                                         5,417                                 2,709              1,704
 140                                           613        75,000      3,022        5,293
 141                                                      86,000                   6,211              1,306               250,000
 142                                           500                    2,353        5,179                961
 143
 144                                         1,208                                 6,334              2,140               308,577
 145                                                                               7,650
 146                                                                                 863
 147                                                                              11,930                926                   500
 148                                                                  1,800        3,896                594
 149                                           540   36,000 (LOC)                  6,392              1,989                 6,500
 150                                                                                 960
 151                                                                               1,912
 152                                           153                                 2,451                526
 153                                         6,738                                 2,350
 154                                           642                                 3,110                812
 155                                           747                                 2,882                749
 156                                                                               1,654
 157                                                                                                                       18,572
 158                                           258                                 2,119                606
 159                                         1,625                                 3,222              1,134
 160
160-a
160-b
 161                                           875                                 3,966              1,631               212,880
 162                                                                               3,096
 163                                           633                                 3,237                433
 164                                           287         1,167      1,167        2,919                551
 165                                           161
 166                                           747         2,011      2,011        2,743                409
 167                                         2,149                                 7,442              2,435
 168                                           130                    1,067        3,398
 169
 170                                           124                      746        2,976                679
 171                                                                    800        1,653                219                49,027
 172                                           830                                 3,522                546
 173
 174                                           168                      924        3,036                359
 175                                           378         1,240      1,240        1,735                                    1,250
 176
 177                                                                               3,224
 178
 179                                                                  1,500        2,685
 180                                           138                      789        1,287                767
 181                                           933                                 3,750                532
 182                                           137                      888        2,451                415
 183                                                                                 777
 184                                                      75,000                   1,393
 185                                                                                                    697
 186                                                                    632        1,754
 187                                           570                                 2,420                488
 188                                                                               2,283                877
 189                                                                                 877                                  112,856
 190                                                                  1,000        1,797
 191                                           315                      967        4,371                502
 192                                            40                                                                         72,000
 193                                                      40,000      1,000        3,336
 194                                                                               2,743
 195                                                      65,000                   1,041
 196                                                 40,130 (LOC)     1,433        3,935
 197                                           625                                 3,133                841
 198                                                                                 543
 199                                           563                      775        1,365                795
 200
 201                                                                               4,963
 202                                                                               1,651
 203                                           463                                 3,640                479
 204                                                110,000 (LOC)     1,799        3,075                176
 205
 206                                           417                                 2,489
 207                                           360        29,000        764        1,839                411
 208                                                                                 814                174
 209                                                                               1,059                387
 210                                                                               4,427
 211
 212                                                                                                                          500
 213


       OTHER ESCROW
 ID    DESCRIPTION (9)
-----  -----------------------------------------------------------------------------------------------------------------------------

  1
  2    Identified Rollover Space Reserve ($15,000,000), Ground Rent Reserve
  3
  4
 4-a
 4-b
 4-c
 4-d
 4-e
  5    Holdback Impound
  6    Weston Hurd/NEBS/Barnes Distribution Escrows
  7     Base Rent Reserve ($200,000), Tenant Holdback Reserve ($64,734), Buildout Reserve
 7-a
 7-b
 7-c
 7-d
 7-e
  8    Flood Insurance Requirement ($2,000,000 LOC), Rent Loss Insurance Requirement ($1,009,800 LOC)
  9
 9-a
 9-b
 9-c
 9-d
 10    Old Navy Holdback
 11    Holdback Reserve
11-a
11-b
11-c
11-d
11-e
 12    Occupancy
 13    MPEG Reserve
 14
 15    Occupancy Reserve ($450,000), Horizon Health Reserve ($163,840)
 16    Environmental Impound
 17    Musicland Tenant Reserve
 18
18-a
18-b
18-c
18-d
18-e
 19
 20
 21    Additional Security
 22    Rent and Construction Guarantee Escrows ($634,078), Occupancy Reserve
 23
 24
 25
 26    Vacant Space Leasing Reserve Holdback
 27
 28
 29
 30    Tenant Lease Mervyns ($433,104) ; Ground Rent ($4,791.67)
 31    Use Permit Escrow
 32    Occupancy Reserve ($264,000), Tenant Improvement Reserve ($154,750), Big 5 Rent Reserve ($111,250)
 33
 34
 35    Tenant Rent Step Escrow
 36
 37
 38
 39    Hibitt Reserve ($45,000), Alltel Reserve ($3,372), Aspen Dental Reserve ($900,000), Check Smart Reserve ($500,000), Nail Club
       Reserve ($5,182), Panera Bread Reserve ($36,369)
 40
 41    Economic Impound
 42    Smith Barney Reserve ($131,250), Bobcat Reserve ($115,668), Corporate Technologies, LLC and Multiband Tenancy LOC
       ($1,000,000), Special Leasing Reserve
 43
 44    BMCA Lease Work, BMCA Rent HB, Site Plan Approval HB, Environmental HB
 45
 46
 47
 48    Citigroup Letter of Credit
 49
 50    Cash Collateral Reserve ($300,000)
 51
51-a
51-b
 52    Prepaid Rent Reserve ($1,151,688), Leader Express Rent Reserve ($321,329)
 53
 54
 55
 56
 57
 58    Merle Norman Reserve
 59
 60
 61
 62
 63
 64
 65
 66
 67
 68
 69
 70
 71    GSA Reserve ($400,000), Rent Reserve ($71,481)
 72
 73
 74
 75
 76
 77
 78
 79
 80
80-a
80-b
 81    Additional Security
 82
 83
 84
 85
 86
86-a
86-b
 87
 88
 89    Special Leasing Reserve (Springing)
 90
 91
 92    Holdback(LOC)
 93    Additional Security/Paydown Funds
 94
 95
 96
 97
 98
 99
 100
 101   Environmental
 102   CafePress Rent Step Escrow
 103
 104   Tenant Reserve - Advanced Bio
 105
 106
 107
 108
 109   Economic Holdback Impound
 110
 111
 112
 113   McCalla Reserve ($22,926.64), Scoville Termination Resesrve, Debt Service Coverage Reserve
 114
 115
 116   Environmental
 117   Sixth Building Escrow, Rent Step Escrow, Insurance Deductible
 118
 119   Roof Repair Reserve ($175,000), Family Dollar Reserve, ALDI Reserve
 120
 121
 122
 123
 124
 125
 126
 127
 128
 129
 130
 131
 132   Rent Concessions
 133
 134
 135
 136
 137
 138   Minimum Account Balance Impound
 139
 140
 141   Economic Holdback
 142
 143
 144   MCI Holdback ($300,000), Violations Holdbacks ($7,577), Environmental Holdback ($1,000)
 145
 146
 147   Minimum Account Balance Impound
 148
 149   Rent Holdback ($6,500), Beall's Springing Leasing Reserve
 150
 151
 152
 153
 154
 155
 156
 157   Minimum Account Balance Impound
 158
 159
 160
160-a
160-b
 161   MCI Holdback ($200,000), Violations Holdbacks ($10,880), Environmental Holdback ($2,000)
 162
 163
 164
 165
 166
 167
 168
 169
 170
 171   Holdback Impounds
 172
 173
 174
 175   Environmental Holdback
 176
 177
 178
 179
 180
 181
 182
 183
 184
 185
 186
 187
 188
 189   Additional Security/Unpaid Contractor Sums
 190
 191
 192   Environmental
 193
 194
 195
 196
 197
 198
 199
 200
 201
 202
 203
 204
 205
 206
 207
 208
 209
 210
 211
 212   Minimum Account Balance Impound
 213


       ENVIRONMENTAL  ENGINEERING
 ID     REPORT DATE   REPORT DATE  LOAN SPONSOR
-----  -------------  -----------  -------------------------------------------------------------------------------------------------

  1      3/14/2006     3/27/2006   PREIT Associates LP
  2      4/5/2006      4/5/2006    Jack Rudin, Beth Rudin DeWoody, Eric C. Rudin, Madeleine Rudin Johnson, William C. Rudin,
                                   Katherine L. Rudin
  3      2/8/2006      1/20/2006   Robert C. Baker
  4      5/15/2006      Various    Paul Milhous, Robert Milhous, Ropamil LP, Robert Milhous Trust and Paul Milhous Trust
 4-a     5/15/2006     4/25/2006
 4-b     5/15/2006     5/15/2006
 4-c     5/15/2006     5/15/2006
 4-d     5/15/2006     5/15/2006
 4-e     5/15/2006     5/15/2006
  5      3/8/2006      4/26/2006   Dennis Doyle
  6      1/12/2006     3/8/2006    Werner Minshall and John Stewart
  7       Various       Various    Mark R. Munsell
 7-a     2/2/2006      1/30/2006
 7-b     2/2/2006      2/1/2006
 7-c     2/1/2006      2/1/2006
 7-d     2/2/2006      1/30/2006
 7-e     2/2/2006      1/31/2006
  8      1/9/2006      1/9/2006    Frederick R. Heebe
  9       Various      3/24/2006   Mills, Ron; Ben Spencer; Kevin Reid; MAC Income I, LP
 9-a     3/14/2006     3/24/2006
 9-b     3/13/2006     3/24/2006
 9-c     3/13/2006     3/24/2006
 9-d     3/13/2006     3/24/2006
 10      2/15/2006     2/13/2006   Mark Frankel and Chesky Frankel
 11       Various       Various    Mark R. Munsell
11-a     2/3/2006      1/31/2006
11-b     2/2/2006      1/31/2006
11-c     2/2/2006      2/1/2006
11-d     2/3/2006      1/30/2006
11-e     2/2/2006      1/31/2006
 12      2/10/2006     2/9/2006    Inland Western Retail Real Estate Trust, Inc.
 13      4/5/2006      4/3/2006    Lowe Real Estate Income and Growth Partners, LLC
 14      2/21/2006     2/7/2006    Minto Builders (Florida), Inc.
 15      9/26/2005     9/28/2005   Robert E. Smietana, John E. Shaffer, Melissa S. Pielet, Daniel F. Miranda, Eric E. Ogden,
                                   Michael J. Klonoski
 16      3/3/2006     12/31/2005   High Street Real Estate Fund II
 17      3/28/2006     3/28/2006   Keith Stoltz
 18       Various       Various    Lazard Freres Real Estate Investors
18-a     12/5/2005     12/9/2005
18-b    12/12/2005    12/12/2005
18-c    12/13/2005    12/12/2005
18-d     12/8/2005     12/9/2005
18-e    12/12/2005    12/12/2005
 19      1/20/2006     1/20/2006   Acadia Realty Trust
 20      7/21/2005     9/8/2005    L&R Investment Co.
 21      3/17/2006     3/17/2006   Farahvar, Houshang; Farhad Nikanjam; Kourosh Youshaei
 22      4/13/2006     4/7/2006    David S. Blatt & Related Family Trusts
 23      1/10/2006    12/27/2005   World Investments, Inc.; Omaha World-Herald Company
 24     12/28/2005    12/12/2005   Russell Geyser and Patrick Beach
 25      1/9/2006     12/27/2005   Paul Amir
 26      12/9/2005    12/12/2005   William S. Weisman, Daniel S. Mandel
 27      3/14/2006     3/14/2006   Oscar E Stefanutti, William Widmyer, Fred Gordon
 28      3/14/2006     3/14/2006   Oscar E Stefanutti, William Widmyer, Fred Gordon
 29      1/9/2006     12/30/2005   Charles Blaichman, Joe Daly, William Schaffel and Phillip Katz
 30      1/12/2006     1/13/2006   Bruce Leidenberger and Michael McPhee
 31      2/3/2006      2/2/2006    Anthony Piazza, Theodore Weinberg, Saul Weinberg and William Weinberg
 32      1/18/2006     1/3/2006    Morad Shophet, Abraham Shofet
 33      2/6/2006      2/6/2006    The Schomac Group, Inc.
 34      1/5/2006      1/5/2006    Bharat Lall and Suresh Patel
 35     12/30/2005    12/29/2005   Doruk Borecki, Ahmet Borecki and Kenan Borecki
 36      3/15/2006     3/13/2006   Richard M. Perlman
 37      4/19/2006     3/22/2006   Lichter, Stuart, Frederic and Barbara Rosenberg
 38      2/13/2006     2/10/2006   Joseph Pacitti, Hersha Hospitality Trust

 39      3/8/2006      3/9/2006    Lawrence B. Levey
 40      2/17/2006     2/20/2006   Nizar Damji, Mariyam Damji
 41      12/6/2005     12/5/2005   Jorge Ibarra

 42      9/30/2005     9/30/2005   Norman H. Leslie
 43      1/30/2006     1/26/2006   Marc F. Solomon
 44      1/24/2006     1/24/2006   Greg Manocherian and Robert Danial
 45     11/29/2005    11/29/2005   Cole Companies, Inc.
 46      2/21/2006     2/24/2006   Jana Yohanan
 47      2/10/2006     2/10/2006   John Ziegler
 48      3/29/2006     3/30/2006   Robert Weyers, Jeffrey Weyers, Paul Klister
 49      12/2/2005     12/5/2005   Mesirow Realty-Sale Leaseback Inc.
 50      2/24/2006     2/22/2006   John A. Meekins
 51      5/3/2006       Various    David Christenholz, Christopher Nottoli
51-a     5/3/2006      5/2/2006
51-b     5/3/2006      5/3/2006
 52     12/21/2005     12/7/2005   John E. Shaffer, Robert Smietana, Melissa Pielet, Robert Frain
 53      4/14/2006     4/21/2006   Greenstein, Jerald
 54      4/3/2006      6/28/2005   Paul F. Queyrel
 55      3/14/2006     3/14/2006   Ari Susman
 56      3/15/2006     3/15/2006   Ivan Stern
 57      1/17/2006     1/17/2006   Family Housing Resources, Inc.
 58     12/30/2005    12/28/2005   G.H. Christianson, II; James W. Caden and W. David Bartholomew
 59      12/1/2005    11/30/2005   Mesirow Realty-Sale Leaseback Inc.
 60      9/12/2005     3/9/2006    Kessler, Randall; Gary A. Kessler
 61      4/4/2006      4/4/2006    Steven Fogel and Howard Banchik
 62      1/18/2006     1/18/2006   Gerald Bedrin, Paul Bedrin
 63      2/10/2006     2/13/2006   Arthur Tom and Barbara Tom
 64      3/28/2006     3/27/2006   Richard Siegert
 65      1/3/2006      1/3/2006    Morad Shophet, Abraham Shofet
 66      1/19/2006     1/20/2006   Hersha Hospitality Trust
 67      2/20/2006     4/6/2006    Bharat Lall and Suresh Patel
 68      3/10/2006     3/10/2006   Steven Fogel and Howard Banchik
 69     12/27/2005    12/27/2005   Steve Mote, Robert J. Wustner
 70      1/16/2006     1/16/2006   Andrew Fuller, Jeffrey M. Mayer
 71      3/22/2006     3/20/2006   Scott McWhorter, Michael Green
 72      4/25/2006     4/25/2006   David Wespiser, Brian Kelly, James Clawson, Robert Ciampa, Anil B. Patel, Gunvant C. Shah,
                                   Hasmukh P. Patel, Mahendra K. Enaker, Ketan B. Pema,
 73      4/25/2006     4/26/2006   Nayan Patel
 74      2/14/2006     3/1/2006    Frank Jonna, Christine Jonna Piligian
 75      2/14/2006     2/21/2006   Jeanne Sommerville, B. Raymond Russo
 76      3/31/2006     3/31/2006   John P. Walsh
 77     10/17/2005     2/22/2006   Michael Tennenbaum
 78      3/10/2006     3/10/2006   Richard D Kessler, Bruce M Kessler
 79      12/1/2005     12/5/2005   Mesirow Realty-Sale Leaseback Inc.
 80     12/12/2005     1/5/2006    David Wu
80-a    12/12/2005     1/5/2006
80-b    12/12/2005     1/5/2006
 81      3/15/2006     5/1/2006    Furman Family Associates; Lynnhaven, LLC, Commonwealth Associates
 82      3/20/2006     3/20/2006   Alan Jacobs, Robert Koenig, John Whalen
 83      2/7/2006      2/10/2006   Michael Brodsky
 84      3/15/2006     3/15/2006   Eugene J. Williams
 85      2/17/2006     2/1/2006    C. Edward Springman
 86      1/19/2006     3/27/2006   Kimco Realty Corporation
86-a     1/19/2006     3/27/2006
86-b     1/19/2006     3/27/2006
 87      2/21/2006     2/21/2006   Dave Dollinger
 88      4/12/2006     4/12/2006   Bharat Patel
 89      3/1/2006      1/24/2006   James M. Ticus, Jessica E. Ticus
 90      1/13/2006     1/10/2006   Saperstein, Jan ; Jeffrey Kerker
 91      3/23/2006     3/16/2006   Richard C Lundin
 92     11/30/2005     1/18/2006   Leon Heller, David Nankin
 93      2/28/2006     3/28/2006   Lechiara, Steve
 94      12/5/2005     12/5/2005   Economy Realty, LP
 95      1/4/2006      1/6/2006    Bharat Lall and Suresh Patel
 96     12/27/2005     1/9/2006    Richard L. Vilardo, Ronald E. Franklin
 97      1/4/2006      1/6/2006    Bharat Lall and Suresh Patel
 98      1/4/2006      1/4/2006    Bharat Lall and Suresh Patel
 99      1/5/2006      1/6/2006    Bharat Lall and Suresh Patel
 100     3/27/2006     3/30/2006   Adkins, Charles T.
 101     4/13/2006     3/23/2006   Ray, Chad M.
 102     1/9/2006      1/9/2006    Daniel Smith, Ted Moses, David and Elizabeth Byron
 103     12/8/2005     12/8/2005   Hersha Hospitality Trust
 104    11/30/2005    11/29/2005   Greg Forester
 105    12/23/2005    12/22/2005   Alfred Leenstra
 106     11/1/2005    10/24/2005   Jonathan Berns, Edward Schwartz
 107     2/9/2006      1/19/2006   Dr. John Prestifilippo, John Prestifillippo Jr. and Stephen Malle
 108     1/5/2006      2/23/2006   Jay Ross
 109     2/14/2006     2/16/2006   Floyd R Ervin, Junetta D. Ervin
 110     11/9/2005     11/8/2005   Albany, Anthony
 111    11/10/2005     11/8/2005   Albany, Anthony
 112     1/26/2006     1/24/2006   Michael Ziman, Jill Ziman and Gary Ziman
 113     2/14/2006     1/20/2006   Richard L. Thompson, Lewis H. Singletary
 114     3/2/2006      3/8/2006    Steve Glusker, Donald Baron, Ed Franklin
 115     1/10/2006     1/3/2006    Morad Shophet, Abraham Shofet
 116     12/1/2005     12/5/2005   Mesirow Realty-Sale Leaseback Inc.
 117    12/12/2005    12/19/2005   Wayne Greenleaf and Jaime Greenleaf
 118     3/1/2006      3/2/2006    Burdge, Bruce; Kristen Kennedy Showalter
 119     2/10/2006     2/6/2006    Howard C. Nolan, Jr.
 120     2/28/2006     3/1/2006    Oppenheimer, Houston
 121     12/7/2005     12/9/2005   Nathan Metzger, Donald W. Brown, Larry P. Lieberman
 122    12/22/2005    12/13/2005   Gaylord, Robert; John A. Belcher; James M. Beverly; Michael M. Evans; Terry Forehand
 123     1/3/2005     12/23/2005   J. Russell Pitto
 124    12/15/2005     12/5/2005   Wallace Krone
 125     3/9/2006      2/17/2006   Kenneth Cohen
 126     2/7/2006      1/31/2006   Mark Dickinson, James Lavin and Louis Grossman
 127     3/22/2006     3/15/2006   Allen, Craig; Doris Allen
 128     3/7/2006      3/14/2006   McFarlane, Dennis; Douglas  Usher; James Schmidt; Charles Seufferlein
 129     3/24/2006     4/3/2006    Kowalik, Jeffrey T.; Jeffrey J. Donovan
 130     1/13/2006     1/11/2006   Elliot Leibowitz
 131     3/16/2006     4/14/2006   Harper, Russell B.
 132     4/9/2006      5/2/2006    Kermin, Don; John Bodenmann
 133    12/13/2005    12/13/2005   Jeff Susa and Lee Siefert
 134     11/2/2005     11/2/2005   Sotiris Kolokotronis and Matina Kolokotronis
 135     3/10/2006     3/9/2006    Rosenblum, Melvin
 136     3/13/2006     3/9/2006    Rosenblum, Melvin
 137     2/24/2006     3/23/2006   Steve Glusker, Donald Baron, Ed Franklin
 138        NAP        1/30/2006   Shirley K. Osumi
 139    11/21/2005    11/21/2005   Robert J. Giordano and David Culpepper
 140        NAP        4/12/2006   John Thompson, Mr. Paul Thrift, Gregory Gibson
 141     12/5/2005     12/1/2005   Concolo, Inc.
 142     4/7/2006      4/13/2006   Rick Larson, Walter L. Bush, Jr.
 143     1/26/2006     3/14/2006   GE Pension Trust and Kimco Realty Corporation
 144    11/17/2005    11/16/2005   Marilyn Finkelstein and Ilene Morgan
 145     3/9/2006      3/21/2006   Denzler, Gery; Christel Denzler
 146     2/22/2006     3/14/2006   Evans, Robert
 147        NAP        3/20/2006   Kerry Riordan-Sykes, Sean Riordan, Mike Riordan
 148     3/9/2006      2/27/2006   Richard LK Mendenhall
 149     3/13/2006     3/10/2006   David T. Stewart
 150     3/30/2006     4/18/2006   Howell, Paul R.
 151     2/10/2006     4/24/2006   Whidbee, Hoyt; Kathleen Whidbee
 152     1/27/2006     1/12/2006   Aida G. Norhadian, Armen Norhadian
 153     1/19/2006     1/19/2006   Hersha Hospitality Trust
 154     3/2/2006      2/23/2006   Steven T. Hovland
 155        NAP        2/22/2006   Adiel L Adams, Aiken Storage Company, LLC
 156     2/28/2006     2/24/2006   Sneider, Arturo; Unitas Trust
 157        NAP        3/16/2006   Suad J. Khuri, Jamil Khuri
 158     2/6/2006      2/6/2006    Steven T. Hovland, Michael Mancuso, Dr. John Mauriel, Jr.
 159     3/14/2006     3/14/2006   William R. Beck
 160     2/3/2006      2/3/2006    Lawrence B. Levey
160-a    2/3/2006      2/3/2006
160-b    2/3/2006      2/3/2006
 161    11/17/2005    11/17/2005   Marilyn Finkelstein and Ilene Morgan
 162     4/7/2006      3/31/2006   Bowen, Bruce; Claudia Bowen-Cambell
 163        NAP        2/16/2006   Iona Robinson, Leigh Robinson
 164     1/25/2006     1/24/2006   Elaine Nearon and David Nearon
 165     2/3/2006      2/3/2006    Albert J. Kleban
 166     2/27/2006     3/3/2006    Robert A McHugh, Michael C Jaeger
 167        NAP        2/13/2006   Donald Drew Pearson
 168        NAP        2/16/2006   Greg Stille, Eric Stille, David Knox, Mark Engstrom
 169     11/4/2005    10/28/2005   Lydick, John; Lee Lydick; Robert Lydick
 170        NAP       12/27/2005   Roger Schumacher, Thomas Cloutier, Jonathan Foss, Warm Water Pools of Savage, LLC
 171        NAP       12/23/2005   Melanie Kaiser, Melanie C. Kaiser Trust Dated 2/25/03, GST Trust under the Marilyn B. Kaiser
                                   Living Trust dated 8/31/88
 172    10/27/2005    10/28/2005   Donald Drew Pearson
 173     3/14/2006     4/4/2006    Parnell, Steven; Mark Leader
 174        NAP        2/24/2006   James J Lennon, Jacqueline Prokop, Cindy M Lennon, Mark Prokop, New Liberty Investments, LLP
 175     9/6/2005      9/1/2005    John McGrail and Carl Christie
 176        NAP        3/22/2006   M. Robert Cook
 177     2/27/2006     2/28/2006   Patel, Pradeep
 178     3/1/2006      3/1/2006    Wils, Steven; Madelyn Wils
 179     2/9/2006      2/14/2006   Arnold, Norman J.; Ben D. Arnold
 180        NAP        2/15/2006   Jon Gruber
 181     3/2/2006      3/3/2006    Douglas M. Hickok
 182        NAP        2/8/2006    Steve H. Osman
 183     4/5/2006      3/27/2006   Conte Jr., Charles R.; David L. Conte
 184     3/13/2006     3/14/2006   Dover Investments Corporation; JB Valley Devlopment Corporation
 185     2/3/2006      2/6/2006    P. Randall ten Doesschate
 186     12/7/2005     12/7/2005   Killian, George
 187     1/4/2006      1/4/2006    Andrew M. Kaplan
 188        NAP        3/22/2006   Kaercher James, Patch R. John, J Squared Properties, LLC
 189     3/9/2006      4/11/2006   Boren, Jeffrey; David Yasher; Eric Friedland
 190     1/26/2006     3/23/2006   Nahl, Michael
 191        NAP        2/16/2006   Ralph Wintrode, Mark Brecheen, David Kray, Rodney Richerson
 192     2/20/2006     2/6/2006    Greg Manocherian
 193     3/8/2006      3/7/2006    Dierks, John; Helga Dierks
 194     3/28/2006     3/29/2006   DeMattia, John
 195     3/13/2006     3/14/2006   Dover Investments Corporation; JB Valley Devlopment Corporation
 196     2/14/2006     2/9/2006    Walsh, John F.; D. Timothy Byrne; Sachiko T. Cochran
 197        NAP        2/24/2006   Natasha Von Imhof, Rudi Von Imhof
 198        NAP        4/3/2006    John Thompson, Mr. Paul Thrift, Thompson Thrift Properties, LLC
 199        NAP       10/31/2005   Joseph Patros, Scott Patros
 200     3/29/2006     4/4/2006    Riverview Management Company Inc.,
 201     2/15/2006     2/13/2006   DeMattia, John
 202     2/21/2006     3/8/2006    McKay, Joseph L.
 203        NAP        2/24/2006   Douglas Nestler
 204     2/28/2006     2/28/2006   Robert Lofgren, Jeffrey Lund, John Dalen
 205        NAP        3/22/2006   M. Robert Cook
 206        NAP        3/17/2006   Louis Johnson, Oceola Multi, LLC
 207        NAP        2/16/2006   Michael J Feller
 208        NAP        3/20/2006   Jack J. Jakosky
 209        NAP       12/30/2005   Allen Capital Partners, LLC, Glen Teter, Byron Dietrich
 210     3/10/2006     3/7/2006    Rosenblum, Melvin
 211     1/25/2006    12/20/2005   Phyllis Ziman Cutler, Larry D Ziman, Curtis Ziman, Allan W Ziman, Richard S. Ziman
 212        NAP        2/8/2006    Liliane Bien, Ralph Bien
 213        NAP        3/22/2006   Bruce S. Cook




BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC., SERIES 2006-PWR12

APPENDIX C - CERTAIN CHARACTERISTICS OF THE MULTIFAMILY AND MANUFACTURED HOUSING
COMMUNITY LOANS



                                                                                                    % OF
       CMSA        CMSA          MORTGAGE                                                       INITIAL POOL   LOAN GROUP
ID   LOAN NO.  PROPERTY NO.  LOAN SELLER (2)  PROPERTY NAME (1)                                   BALANCE     (ONE OR TWO)
---  --------  ------------  ---------------  ------------------------------------------------  ------------  ------------

  8       8         8-001         PMCF        Calypso Bay Apartments                                1.6%            2
 24      24        24-001         BSCMI       Reserve at Woodbridge                                 0.9%            2
 36      36        36-001         PMCF        Hunter's Crossing Apartments                          0.7%            2
 46      46        46-001          WFB        Coyote Creek Mobile Home Park                         0.6%            2
 55      55        55-001         PMCF        McCallum Highlands                                    0.4%            2
 57      57        57-001         PMCF        Villa Monterey Apartments                             0.4%            2
 70      70        70-001         NLIC        College Park Apartments                               0.4%            2
 75      75        75-001          WFB        Lowell Emerson                                        0.4%            2
 77      77        77-001          WFB        Saratoga Apartments                                   0.4%            2
 84      84        84-001         PMCF        Cedar Hills Manor                                     0.4%            2
 85      85        85-001         PMCF        Oates Creek Apartments                                0.4%            2
 93      93        93-001        PCF II       Oakbrook Apartments                                   0.3%            2
101     101       101-001        PCF II       Crestview Apartments                                  0.3%            2
106     106       106-001         PMCF        Newport Square Apartments                             0.3%            2
117     117       117-001         BSCMI       Guinea Grove Apartments                               0.3%            2
121     121       121-001         PMCF        Rugby Valley Apartments                               0.2%            2
130     130       130-001         PMCF        Fairmount Park Apartments                             0.2%            2
135     135       135-001        PCF II       Hillside Garden Apartments                            0.2%            2
136     136       136-001        PCF II       Highland Terrace Apartments                           0.2%            2
144     144       144-001         BSCMI       1240 Sherman Avenue                                   0.2%            2
159     159       159-001         PMCF        University Square                                     0.1%            2
161     161       161-001         BSCMI       1945 Loring Place                                     0.1%            2
167     167       167-001          WFB        Bedford Hills Apartment                               0.1%            2
181     181       181-001         BSCMI       Castle Arms Apartments                                0.1%            2
188     188       188-001          WFB        Manchester Place                                      0.1%            2
197     197       197-001          WFB        7016 Weimer Apartments                                0.1%            2
206     206       206-001          WFB        The Preserve at Mallard Pond - Buildings 4 and 5      0.1%            2
210     210       210-001        PCF II       River Drive Village Apartments                        0.1%            2


     % OF APPLICABLE              GENERAL                         DETAILED
        LOAN GROUP       # OF     PROPERTY                        PROPERTY
ID       BALANCE      PROPERTIES  TYPE                            TYPE
---  ---------------  ----------  ------------------------------  ------------------------------

  8       16.9%           1       Multifamily                     Garden
 24        9.2%           1       Multifamily                     Garden
 36        7.2%           1       Multifamily                     Garden
 46        5.9%           1       Manufactured Housing Community  Manufactured Housing Community
 55        4.7%           1       Multifamily                     Mid Rise
 57        4.7%           1       Multifamily                     Garden
 70        4.1%           1       Multifamily                     Garden
 75        4.1%           1       Multifamily                     High Rise
 77        4.0%           1       Multifamily                     Garden
 84        3.8%           1       Multifamily                     Garden
 85        3.7%           1       Multifamily                     Low Rise
 93        3.5%           1       Multifamily                     Garden
101        3.2%           1       Multifamily                     Garden
106        3.1%           1       Multifamily                     Garden
117        2.7%           1       Multifamily                     Garden
121        2.6%           1       Multifamily                     Garden
130        2.1%           1       Multifamily                     Low Rise
135        2.1%           1       Multifamily                     Garden
136        2.1%           1       Multifamily                     Garden
144        1.9%           1       Multifamily                     Mid Rise
159        1.5%           1       Multifamily                     Student Housing
161        1.5%           1       Multifamily                     Mid Rise
167        1.3%           1       Multifamily                     Low Rise
181        1.0%           1       Multifamily                     Low Rise
188        0.9%           1       Multifamily                     Garden
197        0.9%           1       Multifamily                     Low Rise
206        0.7%           1       Multifamily                     Garden
210        0.6%           1       Multifamily                     Garden


ID   STREET ADDRESS                                  CITY                     COUNTY                       STATE  ZIP CODE
---  ----------------------------------------------  -----------------------  ---------------------------  -----  --------

  8  3251 Wall Boulevard                             Gretna                   Jefferson Parish               LA    70056
 24  15000  West Airport                             Sugar Land               Fort Bend                      TX    77478
 36  1 Russett Lane                                  Middletown               Middletown                     CT    06457
 46  2580 Senter Road                                San Jose                 Santa Clara                    CA    95111
 55  6565 McCallum Boulevard                         Dallas                   Collin                         TX    75252
 57  7400 East Golf Links Road                       Tucson                   Pima                           AZ    85730
 70  899 Dogwood Avenue                              Lemoore                  Kings                          CA    93245
 75  1102-1110 8th Avenue                            Seattle                  King                           WA    98101
 77  2240 & 2340 W. University Drive                 Mesa                     Maricopa                       AZ    85201
 84  600 North Humboldt Avenue                       Willows                  Glenn                          CA    95988
 85  1805 Oates Drive                                Mesquite                 Dallas                         TX    75150
 93  7670 North Oakbrook Drive                       Reynoldsburg             Franklin                       OH    43068
101  101 Lewis Drive                                 Millersville             Sumner                         TN    37072
106  4562-4587, 22563-22935 Newport Lane             Warrensville Heights     Cuyahoga                       OH    44128
117  481 Remainder Estate Chocolate Hole             No. 11 Cruz Bay Quarter  St.John, U.S.Virgin Islands    VI    00831
121  2165 West Rugby Avenue                          College Park             Fulton                         GA    30337
130  1100 Yverdon Drive                              Camp Hill                Cumberland                     PA    17011
135  3 Hillside Avenue                               Rockaway                 Morris                         NJ    07866
136  414 Highland Avenue                             Clifton                  Passaic                        NJ    07011
144  1240 Sherman Avenue                             Bronx                    Bronx                          NY    10456
159  412 S. 13th Street & 1344 Locust Street         Indiana                  Indiana                        PA    15701
161  1945 Loring Place South                         Bronx                    Bronx                          NY    10453
167  942 Simpson Terrace                             Bedford Hills            Tarrant                        TX    76021
181  3121 Speedway                                   Austin                   Travis                         TX    78705
188  5285 Manchester Drive                           Maple Plain              Hennepin                       MN    55359
197  7016 Weimer Road                                Anchorage                Anchorage                      AK    99502
206  1530-1566 Blackbird Lane, 1658-1694 Duck Drive  Howell                   Livingston                     MI    48855
210  424 River Drive                                 Garfield                 Bergen                         NJ    07026


                           CUT-OFF DATE       ORIGINAL     STATED REMAINING      ORIGINAL         REMAINING      REMAINING
        CUT-OFF DATE        BALANCE PER  TERM TO MATURITY  TERM TO MATURITY    AMORTIZATION     AMORTIZATION   INTEREST ONLY
ID   BALANCE ($) (3)  UNIT/ROOM/BED ($)   OR ARD (MOS.)     OR ARD (MOS.)    TERM (MOS.) (4)  TERM (MOS.) (4)  PERIOD (MOS.)
---  ---------------  -----------------  ----------------  ----------------  ---------------  ---------------  -------------

  8       32,934,213            117,622         120               118              360              358
 24       18,000,000             62,500         120               118              360              360              58
 36       13,925,000             70,328         120               119              360              360              59
 46       11,450,000             62,912          60                59              360              360              11
 55        9,200,000             25,485         120               119              360              360              23
 57        9,074,100             25,206         120               117              360              357
 70        8,056,579             67,138         120               117              360              357
 75        7,917,610             40,812         120               119              360              359
 77        7,733,131             27,134         120               117              360              357
 84        7,343,333             40,796         120               119              360              359
 85        7,279,791             25,999         120               117              360              357
 93        6,900,000             38,122         120               119              360              360              11
101        6,300,000             32,984         120               118              360              360              10
106        6,087,839             84,553         120               118              360              358
117        5,245,509            145,709         120               119              360              359
121        4,984,870             35,606         120               117              360              357
130        4,181,384             63,354         120               118              240              238
135        4,000,000             37,383         120               118               0                0              118
136        4,000,000             42,105         120               118               0                0              118
144        3,693,891             63,688          60                58              360              358
159        3,000,000             46,154         120               119              360              360              23
161        2,845,294             67,745          60                58              360              358
167        2,498,161             29,740         120               119              360              359
181        2,005,000             62,656         120               118              360              360              34
188        1,798,646             59,955         120               119              360              359
197        1,677,902             55,930         120               119              300              299
206        1,398,775             69,939         120               119              360              359
210        1,140,000             30,811         120               118               0                0              118


                       DSCR        CUT-OFF           LTV                                         STUDIOS                  1 BEDROOM
                   AFTER INITIAL   DATE LTV        RATIO AT       UTILITIES                      NO. OF       AVG RENT      NO. OF
ID   DSCR (X) (5)  IO PERIOD (X)  RATIO (6)  MATURITY OR ARD (6)  PAID BY TENANT               UNITS/ROOMS  PER MO. ($)  UNITS/ROOMS
---  ------------  -------------  ---------  -------------------  ---------------------------  -----------  -----------  -----------

  8      1.20           NAP         72.1%           60.7%         Electric                                                   160
 24      1.69          1.37         72.4%           67.3%         Electric, Water                                            128
 36      1.45          1.20         79.1%           73.8%         Electric                          60          675          138
 46      1.44          1.23         62.6%           59.7%         Electric, Gas, Water
 55      1.52          1.26         64.8%           57.2%         Electric                                                   341
 57      1.21           NAP         69.5%           58.8%         Electric, Sewer, Water            72          335          144
 70      1.29           NAP         79.8%           67.3%         Electric                                                    60
 75      1.26           NAP         60.4%           50.7%         Electric, Gas                    189          620            5
 77      1.20           NAP         71.6%           60.6%         None                             142          504          142
 84      1.20           NAP         67.4%           56.7%         Electric                                                    14
 85      1.20           NAP         72.8%           61.8%         Electric, Water                                            184
 93      1.45          1.21         79.3%           68.6%         Electric                                                    36
101      1.53          1.27         77.8%           67.1%         Electric, Gas, Water              14          479           50
106      1.21           NAP         76.7%           64.5%         Electric
117      1.26           NAP         69.0%           58.5%         None                                                        24
121      1.50           NAP         63.1%           52.9%         Electric, Gas, Water, Sewer                                 12
130      1.11           NAP         69.7%           45.3%         Electric, Gas
135      2.88           NAP         39.6%           39.6%         Electric                                                    45
136      2.13           NAP         47.1%           47.1%         Electric, Gas                                               56
144      1.23           NAP         54.7%           51.4%         Electric                           5          709           27
159      1.43          1.20         75.6%           66.9%         Electric                                                    35
161      1.27           NAP         54.0%           50.7%         Electric                           1          600           23
167      1.30           NAP         65.7%           56.6%         Electric                                                    16
181      1.48          1.24         72.9%           65.8%         Electric                                                    13
188      1.20           NAP         79.9%           68.7%         Electric, Gas
197      1.38           NAP         73.0%           57.0%         Electric                                                     8
206      1.47           NAP         56.9%           48.1%         Electric, Gas                                                2
210      2.81           NAP         36.8%           36.8%         Electric                                                    34


                   2 BEDROOM                 3 BEDROOM                 4 BEDROOM                 5 BEDROOM
       AVG RENT      NO. OF      AVG RENT      NO. OF      AVG RENT      NO. OF      AVG RENT      NO. OF      AVG RENT
ID   PER MO. ($)  UNITS/ROOMS  PER MO. ($)  UNITS/ROOMS  PER MO. ($)  UNITS/ROOMS  PER MO. ($)  UNITS/ROOMS  PER MO. ($)
---  -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------

  8     1,017         80          1,420         40          1,740
 24       836        136          1,025         24          1,355
 36       832
 46
 55       507         20            815
 57       420        144            524
 70       700         60            854
 75     1,160
 77       604          1            729
 84       550        152            600         14            750
 85       478         96            650
 93       531        127            627         18            812
101       479        115            598         12            759
106                   72            860
117     1,400         12          1,900
121       625        126            731          2            900
130                                             66            877
135       950         62          1,300
136     1,000         38          1,300
144       769         15            850         11          1,083
159       550         30            864
161       794         12            971          6          1,025
167       587         46            706         22            864
181       723         18            916
188                   27            748          3            875
197       800         22            986
206       850         12          1,023          6          1,246
210       950          3          1,100


     6 BEDROOM                  7 BEDROOM                OTHER UNITS
       NO. OF      AVG RENT      NO. OF      AVG RENT       NO. OF      AVG RENT     NO. OF
ID   UNITS/ROOMS  PER MO. ($)  UNITS/ROOMS  PER MO. ($)  UNITS/ROOMS  PER MO. ($)  ELEVATORS
---  -----------  -----------  -----------  -----------  -----------  -----------  ---------

  8
 24
 36
 46                                                          182           699
 55
 57
 70
 75
 77
 84
 85
 93
101
106
117
121
130
135
136
144                                                                                     1
159
161
167                                                                                     1
181
188                                                            1           575
197
206
210




BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC., SERIES 2006-PWR12

FOOTNOTES TO APPENDIX B AND APPENDIX C

1    Moody's Investors Service, Inc. and Standard and Poor's Ratings Services
     have confirmed that Loan ID#2 (1675 Broadway) has, in the context of its
     inclusion in the trust, credit characteristics consistent with that of an
     obligation rated "Baa3" / "BBB-", respectively.

     Standard and Poor's Ratings Services has confirmed that Loan ID#105
     (McMinnville Market Center) has, in the context of its inclusion in the
     trust, credit characteristics consistent with that of an obligation rated
     "BBB-".

2    PMCF - Prudential Mortgage Capital Funding, LLC; BSCMI - Bear Stearns
     Commercial Mortgage, Inc.; WFB - Wells Fargo Bank, National Association;
     PCF II - Principal Commercial Funding II, LLC; PCF - Principal Commercial
     Funding, LLC; NLIC - Nationwide Life Insurance Company

3    For Loan ID#2 (1675 Broadway), the $155,000,000 mortgage loan represents an
     A-Note portion ("A-Note") of a $180,000,000 first mortgage split into an
     A-Note and a B-Note. The $25,000,000 B-Note portion ("B-Note") is not
     included in the trust. All LTV, DSCR and Cut-off Date Balance per Net
     Rentable Area SF/Unit numbers presented are based on the $155,000,000
     A-Note financing. The DSCR based on the total first mortgage debt during
     the interest only period is 1.69x. The DSCR based on the total first
     mortgage debt would be 1.40x, based on the principal and interest payment.
     The total first mortgage debt LTV is 51.4%.

     For Loan ID#13 (Tuscany Plaza), the $27,000,000 mortgage loan represents an
     A-Note portion ("A-Note") of a $30,375,000 first mortgage split into an
     A-Note and a B-Note. The $3,375,000 B-Note portion ("B-Note") is not
     included in the trust. All LTV, DSCR and Cut-off Date Balance per Net
     Rentable Area SF/Unit numbers presented are based on the $27,000,000 A-Note
     financing. The DSCR based on the total first mortgage debt during the
     interest only period is 1.14x. The DSCR based on the total first mortgage
     debt would be 0.97x, based on the principal and interest payment. The DSCRs
     based on the total first mortgage debt assume a LIBOR of 5.15% to calculate
     the B-Note interest rate. The total first mortgage debt LTV is 69.0%.

     For Loan IDs#27-28 (Baylor Medical Plaza and Baylor Surgicare Grapevine),
     the pooled mortgage loans are cross-collateralized and cross-defaulted with
     each other. All LTV, DSCR and Cut-off Date Balance per Net Rentable Area
     SF/Unit numbers presented are based on the combined entire first mortgage
     loan, appraised value, underwritten net cash flow and net rentable area.

     For Loan IDs#110-111 (Albany Industrial Park and 5075 Cameron Street
     Industrial Building), the pooled mortgage loans are cross-collateralized
     and cross-defaulted with each other. All LTV, DSCR and Cut-off Date Balance
     per Net Rentable Area SF/Unit numbers presented are based on the combined
     entire first mortgage loan, appraised value, underwritten net cash flow and
     net rentable area.

4    For Loan ID#12 (Centre at Laurel), the mortgage loan is a 7-year Interest
     Only loan structure with the rate in the first two years being 4.85% with a
     payment of $109,933.33. On the April 1, 2008 the payment increases to
     $117,866.67 based on an interest rate of 5.20% for one year. Beginning
     April 1, 2009 the payment increases to $120,133.33 based on an interest
     rate of 5.30% for one year. Beginning April 1, 2010 the payment increases
     to $121,266.67 based on an interest rate of 5.35% for one year. Finally on
     April 1, 2011 the payment increases to $123,533.33 based on an interest
     rate of 5.45% until maturity.

     For Loan ID#14 (Monandnock Marketplace), the mortgage loan is a 7-year
     Interest Only loan structure with the rate in the first two years being
     4.88% with a payment of $108,925.67. On the April 1, 2008 the payment
     increases to $113,836.25 based on an interest rate of 5.10% for two years.
     Beginning April 1, 2010 the payment increases to $118,300.42 based on an
     interest rate of 5.30% for one year. Finally on April 1, 2011 the payment
     increases to $121,648.54 based on an interest rate of 5.45% until maturity.

     For Loan ID#37 (American Business Center), the mortgage loan requires
     principal and interest payments based on 30-year amortization from July 1,
     2006 through June 1, 2014. Beginning July 1, 2014 until the loan is paid in
     full at the maturity date of June 1, 2016 the loan payments will be
     interest only.

5    Annual Debt Service Payments, Monthly Debt Service Payments, and DSCR for
     loans are defined in the Prospectus Supplement. These numbers reflect
     current scheduled payments as of the Cut-off Date for all mortgage loans.



6    For Loan ID#20 (Philadelphia Airport Parking), the Appraised Value and LTV
     are based on the "Stabilized" value of $27,800,000 as of October 1, 2005.
     The "Stabilized" value assumes a new lease at the property with LRW
     Investment Co. taking effect. The lease is in place with an expiration of
     September 30, 2026. The "As-Is" value was $22,500,000 as of September 30,
     2005 with value attributed only to the fee simple interest in the land.

     For Loan ID#40 (Hampton Inn Suites), the Appraised Value and LTV are based
     on the "Stabilized" value of $18,200,000 as of April 1, 2006. The
     "Stabilized" value assumes the completion of renovations at the property.
     The renovations at the property are underway and the Borrower has placed
     $425,000 into an upfront escrow for the remainder of the $620,000
     (budgeted) renovation project. The "As-Is" value was $17,800,000 as of
     February 6, 2006.

     For Loan ID#41 (Data Point), the Appraised Value and LTV are based on the
     "Stabilized" value of $17,850,000 as of November 9, 2006. The "Stabilized"
     value assumes the occupancy has stabilized. The occupancy as of February 1,
     2006 was 82.4%. Additionally, there is a $3,500,000 performance holdback
     which shall be released, if among other things, upon increasing the net
     cash flow and achieving a DSCR of 0.87x as determined by lender (calculated
     based on a 10% loan constant). The "As-Is" value was $16,900,000 as of
     November 9, 2005.

     For Loan ID#44 (9 Finderne Avenue), the Appraised Value and LTV are based
     on the "Stabilized" value of $16,700,000 as of December 1, 2006. The
     "Stabilized" value assumes the completion of renovations at the property.
     The renovations at the property are underway and the Borrower has placed in
     escrow 125% of hard costs included in deferred maintenance for a total of
     over $3.4 million in hard costs and soft costs for additional capital work.
     The "As-Is" value was $14,100,000 as of November 10, 2005.

     For Loan ID#48 (Nicolet Office Center), the Appraised Value and LTV are
     based on the "Stabilized" value of $13,800,000 as of January 1, 2007. The
     "Stabilized" value assumes the property is operating on a stabilized basis.
     The occupancy as of April 1, 2006 was 81.4%. The "As-Is" value was
     $13,000,000 as of March 14, 2006.

     For Loan ID#69 (La Plata Shopping Center), the Appraised Value and LTV are
     based on the "Stabilized" value of $10,300,000 as of March 31, 2006. The
     "Stabilized" value assumes the occupancy has stabilized. The occupancy as
     of December 10, 2005 was 94.7%. The "As-Is" value was $9,900,000 as of
     December 14, 2005.

     For Loan ID#70 (College Park Apartments), the Appraised Value and LTV are
     based on the "Stabilized" value of $10,100,000 as of February 1, 2006. The
     "Stabilized" value assumes the completion of building improvements /
     construction and property is operating on a stabilized basis. The occupancy
     as of February 8, 2006 was 97.5%. The "As-Is" value was $8,950,000 as of
     November 15, 2005.

     For Loan ID#74 (Chesterfield Square), the Appraised Value and LTV are based
     on the "As Complete and Stabilized" value of $11,200,000 as of March 1,
     2006. The "As Complete and Stabilized" value assumes the completion of
     building improvements / construction and the execution of 2 pending leases
     to their respected lease terms bringing occupancy to 100.0%. Dollar Tree
     Stores, Inc. signed their lease on May 1, 2006 which will take the property
     up to 94.9% leased. The occupancy as of March 14, 2006 was 80.1%.

     For Loan ID#117 (Guinea Grove Apartments), the Appraised Value and LTV are
     based on the "Stabilized" value of $7,600,000 as of October 17, 2005. The
     "Stabilized" value assumes the completion of construction at the property
     in January 2006. The building improvements for the first five buildings are
     completed with the sixth building still under construction. The borrower
     placed in escrow $782,000 till such time as building is complete, accepted
     by tenant without right of offset, and rent has commenced. The "As-Is"
     value was $4,600,000 as of October 17, 2005.

     For Loan ID#144 (1240 Sherman Avenue), the mortgage loan is structured with
     an earnout holdback of $300,000, for major capital improvements. Under the
     New York City Housing Authority MCI program, approved capital improvements
     result in a combination of rent increases and J-51 tax abatements for
     rent-stabilized properties. All LTV numbers presented are based on the
     numerator for the LTV calculated by subtracting $300,000 from the Cut-off
     Date Balance or Maturity Balance of the mortgage loan.

     For Loan ID#161 (1945 Loring Place), the mortgage loan is structured with
     an earnout holdback of $200,000, for major capital improvements. Under the
     New York City Housing Authority MCI program, approved capital improvements
     result in a combination of rent increases and J-51 tax abatements for
     rent-stabilized properties. All LTV numbers presented are based on the
     numerator for the LTV calculated by subtracting $200,000 from the Cut-off
     Date Balance or Maturity Balance of the mortgage loan.

     For Loan ID#171 (Long Beach Center), the Appraised Value and LTV are based
     on the "As Complete and Stabilized" value of $5,600,000 as of December 1,
     2005. The "Stabilized" value assumes the construction of the building is
     complete and the occupancy has stabilized. The occupancy as of March 29,
     2006 was 85.8%. The "As-Is" value was $5,250,000 as of October 20, 2005 and
     assumed only 85% of construction completed and 85% pre-leased.



     For Loan ID#180 (Mission Plaza Retail), the Appraised Value and LTV are
     based on the "Stabilized" value of $3,030,000 as of June 16, 2006. The
     "Stabilized" value assumes the occupancy has stabilized. The occupancy as
     of March 20, 2006 was 100.0%. The "As-Is" value was $3,000,000 as of
     February 16, 2006.

     For Loan ID#206 (The Preserve at Mallard Pond - Buildings 4 and 5), the
     Appraised Value and LTV are based on the "Stabilized" value of $2,460,000
     as of May 1, 2006. The "Stabilized" value assumes the occupancy has
     stabilized. The occupancy as of March 16, 2006 was 94.1%. The "As-Is" value
     was $2,350,000 as of March 3, 2006.

7    For Loan ID#28 (Baylor Surgicare Grapevine), the tenant has an option to
     purchase the mortgaged property upon the occurrence of certain trigger
     events, including specified casualty and condemnation events, expiration of
     current lease term (which occurs more than five years after the mortgage
     loan's ARD), or a continuing landlord default. If the purchase option is so
     exercised, the mortgaged property may be released upon payment of the
     related pooled mortgage loan in full, including applicable prepayment
     charges.

     For Loan ID#110 (Albany Industrial Park) and Loan ID#111 (5075 Cameron
     Street Industrial Building), the loans are cross collateralized and cross
     defaulted. The Borrower does not have the right to prepay both of the loans
     prior to 45 days before the maturity date, however the Borrower is
     permitted to prepay either loan in full without prepaying the other loan in
     full provided the DSCR on the remaining premises shall equal or exceed
     1.45x on the remaining loan; the loan-to-value on the remaining loan does
     not exceed 60% and the remaining premises is at least 90% occupied. If
     these requirements along with others are met, the Borrower may prepay the
     loan with no prepayment premium or yield maintenance.

     For Loan ID#135 (Hillside Garden Apartments) the Borrower does not have the
     right to prepay the loan prior to 1 month prior to the maturity date except
     in the event of a casualty and the Borrower is unable to rebuild as a
     result of it being a non-conforming legal use. In this event the Borrower
     is required to prepay the loan with a prepayment premium or yield
     maintenance to a level in which the DSCR is 2.00x or greater.

     For Loan ID#178 (505 Jefferson Road) the Borrower does not have the right
     to prepay the loan prior to 1 month prior to the maturity date except in
     the event of a casualty and the Borrower is unable to rebuild as a result
     of it being a non-conforming legal use. In this event the Borrower is
     required to prepay the loan with a prepayment premium or yield maintenance
     to a level in which the DSCR is 1.50x or greater.

     For Loan ID#190 (1735 U.S. Route 9) the Borrower does not have the right to
     prepay the loan prior to 1 month prior to the maturity date except in the
     event of a casualty and the Borrower is unable to rebuild as a result of it
     being a non-conforming legal use. In this event the Borrower is required to
     prepay the loan with a prepayment premium or yield maintenance to a level
     in which the DSCR is 1.32x or greater.

8    Certain of the mortgage loans that are secured by retail properties include
     in-line and/or anchor tenant ground lease parcels in the calculation of the
     total square footage of the property.

     For Loan ID#69 (La Plata Shopping Center), the largest tenant in the
     shopping center, representing 51.9% of the property, has been "dark" and
     paying rent for approximately two years, however, the space is currently in
     the process of being partially subleased.

9    For Loan ID#5 (Southdale Office Center), the mortgage loan is structured
     with a performance holdback of $1,000,000, which is subject to achievement
     of certain release conditions, as defined in the Promissory Note. The
     amount of the reserve will be applied to the outstanding principal balance
     of the mortgage loan, with a yield maintenance premium, in the event the
     release conditions are not satisfied by May 1, 2008. All future payments of
     principal and interest will be recalculated based on the reduced
     outstanding principal balance. Release conditions include, but are not
     limited to, achieving an 87% Economic Occupancy; a Trailing 12 Month DSCR
     of not less than 0.87x (calculated on a 10% annual loan constant) and an
     actual DSCR of 1.20x; and LTV does not exceed 80%. Borrower may request
     Lender to determine if release conditions have been satisfied no more then
     three times prior to May 1, 2008.

     For Loan ID#9 (Titan Portfolio) the mortgage loan is structured with a
     performance holdback of $43,437.50, which is subject to achievement of
     certain release conditions. The amount of the reserve will, under certain
     circumstances, be applied to the balance of the mortgage loan with yield
     maintenance by October 25, 2006, if the items identified in the property
     condition assessment have not been completed and evidence provided in
     accordance with the terms of the respective reserve agreement.

     For Loan ID#12 (Centre at Laurel) the mortgage loan is structured with a
     performance holdback of $4,033,050 in the form of a letter of credit, which
     is subject to achievement of certain release conditions. The proceeds of
     the letter of credit can be applied to the balance of the mortgage loan
     with yield maintenance premium 30 days prior to the expiration of the
     letter of credit (if the letter of credit is not renewed) if the property
     does not achieve a specified level of financial performance in accordance
     with the



     respective reserve agreement.

     For Loan ID#41 (Data Point), the mortgage loan is structured with a
     performance holdback of $3,500,000, which is subject to achievement of
     certain release conditions, as defined in the Promissory Note. The amount
     of all reserved funds will, under certain circumstances, be applied to the
     outstanding principal balance of the mortgage loan, or retained for the
     duration of the loan term in the event release conditions are not satisfied
     by March 3, 2008. Release conditions include, but are not limited to, the
     property maintaining a DSCR of 0.87x (calculated on a 10% annual loan
     constant).

     For Loan ID#48 (Nicolet Office Center), the mortgage loan is structured
     with a performance holdback of $126,000 in the form of a letter of credit,
     which is approximately eight times monthly base rent (including certain
     expenses) of the tenant specified in the mortgage loan documents. The
     proceeds of the letter of credit will, under certain circumstances, be
     applied to the balance of the mortgage loan if the specified tenant does
     not take occupancy in accordance with the related lease agreement or if
     there is a default by the borrower under the mortgage loan documents.

     For Loan ID#74 (Chesterfield Square), the mortgage loan is structured with
     a performance holdback of $331,000 in the form of a letter of credit, which
     is subject to achievement of an annualized net operating income of $659,890
     (calculated pursuant to the terms of a letter of credit agreement). The
     proceeds of the letter of credit will, under certain circumstances, be
     applied to the balance of the mortgage loan after April 1, 2008, if the
     release condition has not been met.

     For Loan ID#81 (Parkway Plaza) the mortgage loan is structured with a
     performance holdback of $515,000, which is subject to achievement of
     certain release conditions. The amount of the reserve will, under certain
     circumstances, be applied to the balance of the mortgage loan with yield
     maintenance by May 1, 2007, if the items identified in the loan documents
     as additional security for construction close out have not been completed
     and evidence provided in accordance with the terms of the respective
     reserve agreement.

     For Loan ID#81 (Parkway Plaza) the mortgage loan is structured with a
     performance holdback of $133,000, which is subject to achievement of
     certain release conditions. The amount of the reserve will, under certain
     circumstances, be applied to the balance of the mortgage loan with yield
     maintenance by December 1, 2006, if tenant improvement and leasing
     commissions have not been completed and evidence provided in accordance
     with the terms of the respective reserve agreement.

     For Loan ID#92 (Radisson Hotel - Kenosha), the mortgage loan is structured
     with a performance holdback of $325,000, in the form of a letter of credit,
     which is subject to achievement of certain release conditions, as defined
     in the Promissory Note. The proceeds of the letter of credit will, under
     certain circumstances, be applied to the balance of the mortgage loan, with
     a yield maintenance premium, in the event the release conditions are not
     satisfied by January 1, 2009. Release conditions include, but are not
     limited to, achieving a LTV of 75% or less, and a Trailing 12 Month DSCR of
     not less than 1.15x (calculated on a 10% annual loan constant) and actual
     DSCR of not less than 1.40x.

     For Loan ID#93 (Oakbrook Apartments) the mortgage loan is structured with a
     performance holdback of $18,750, which is subject to achievement of certain
     release conditions. The amount of the reserve will, under certain
     circumstances, be applied to the balance of the mortgage loan with yield
     maintenance by April 14, 2007, if the items identified in the property
     condition assessment have not been completed and evidence provided in
     accordance with the terms of the respective reserve agreement.

     For Loan ID#93 (Oakbrook Apartments) the mortgage loan is structured with a
     performance holdback of $150,000, which is subject to achievement of
     certain release conditions. The amount of the reserve will, under certain
     circumstances, be applied to the balance of the mortgage loan with a
     prepayment premium or yield maintenance calculated as provided in the loan
     documents by January 15, 2007, if the annual net cash flow conditions
     identified in the loan documents have not been met in accordance with the
     terms of the respective reserve agreement.

     For Loan ID#101 (Crestview Apartments) the mortgage loan is structured with
     a performance holdback of $205,000, which is subject to achievement of
     certain release conditions. The amount of the reserve will, under certain
     circumstances, be applied to the balance of the mortgage loan with yield
     maintenance by December 1, 2006, if the items identified in the property
     condition assessment have not been completed and evidence provided in
     accordance with the terms of the respective reserve agreement.

     For Loan ID#109 (Surprise Self Storage), the mortgage loan is structured
     with performance holdback of $2,250,000, which is subject to achievement of
     certain release conditions. The amount of the reserve will, under certain
     circumstances, be applied to the balance of the mortgage loan with a yield
     maintenance premium by March 1, 2008, if the property has not satisfied
     certain occupancy, income and net cash flow conditions set forth in the
     Promissory Note, including but not limited to a loan to value ratio of 70%
     or less. Borrower may request determination if release conditions have been
     satisfied no more then two times per calendar year.

     For Loan ID#127 (Security Central Storage) the mortgage loan is structured
     with a performance holdback of $2,450, which is subject to achievement of
     certain release conditions. The amount of the reserve will, under certain
     circumstances, be applied to the balance of the mortgage loan with yield
     maintenance by July 15, 2006, if the items identified in the property
     condition



     assessment have not been completed and evidence provided in accordance with
     the terms of the respective reserve agreement.

     For Loan ID#129 (1305 N. Casaloma Drive) the mortgage loan is structured
     with a performance holdback of $62,500, which is subject to achievement of
     certain release conditions. The amount of the reserve will, under certain
     circumstances, be applied to the balance of the mortgage loan with yield
     maintenance by October 1, 2006, if the items identified in the property
     condition assessment have not been completed and evidence provided in
     accordance with the terms of the respective reserve agreement.

     For Loan ID#141 (Canon Plaza), the mortgage loan is structured with a
     performance holdback of $250,000, which is subject to the achievement of
     certain release conditions, as defined in the Promissory Note. Following
     the occurrence of an event of default, the amount of the reserve will,
     under certain circumstances, be applied to the balance of the mortgage
     loan, with a yield maintenance premium, or held at the Lender's sole
     discretion. Release conditions include, but are not limited to, executing a
     new or renewal lease, and delivery of an estoppel certificate executed by
     the tenant. Borrower may request Lender to determine if release conditions
     have been satisfied no more then three times during any twelve month
     period.

     For Loan ID#144 (1240 Sherman Avenue), the mortgage loan is structured with
     an earnout holdback of $300,000, for major capital improvements. Under the
     New York City Housing Authority MCI program, approved capital improvements
     result in a combination of rent increases and J-51 tax abatements for
     rent-stabilized properties. A 6% rent increase, as allowed for by the New
     York City Housing Authority, was applied to the in-place rent in the
     underwriting due to holdback. The amount of the MCI Reserve ($300,000)
     will, under certain circumstances, be applied to the balance of the
     mortgage loan with yield maintenance by September 2, 2007, if the major
     capital improvements have not been completed and evidence provided in
     accordance with the terms of the respective reserve agreement.

     For Loan ID#145 (Ethan Way Office Building) the mortgage loan is structured
     with a performance holdback of $52,500, which is subject to achievement of
     certain release conditions. The amount of the reserve will, under certain
     circumstances, be applied to the balance of the mortgage loan with yield
     maintenance by November 1, 2006, if the items identified in the property
     condition assessment have not been completed and evidence provided in
     accordance with the terms of the respective reserve agreement.

     For Loan ID#161 (1945 Loring Place), the mortgage loan is structured with
     an earnout holdback of $200,000, for major capital improvements. Under the
     New York City Housing Authority MCI program, approved capital improvements
     result in a combination of rent increases and J-51 tax abatements for
     rent-stabilized properties. A 6% rent increase, as allowed for by the New
     York City Housing Authority, was applied to the in-place rent in the
     underwriting due to holdback. The amount of the MCI Reserve ($200,000)
     will, under certain circumstances, be applied to the balance of the
     mortgage loan with yield maintenance by September 2, 2007, if the major
     capital improvements have not been completed and evidence provided in
     accordance with the terms of the respective reserve agreement.



                                   APPENDIX D

                      MORTGAGE LOAN NO. 1 -- WOODLAND MALL


                               [5 PHOTOS OMITTED]





                                      D-1








                      MORTGAGE LOAN NO. 1 -- WOODLAND MALL


                                  [MAP OMITTED]





                                      D-2




                      MORTGAGE LOAN NO. 1 -- WOODLAND MALL

----------------------------------------------------------------
                     LOAN INFORMATION
----------------------------------------------------------------
MORTGAGE LOAN SELLER:          PMCF

LOAN PURPOSE:                  Acquisition

ORIGINAL BALANCE:              $156,500,000

CUT-OFF DATE BALANCE:          $156,500,000

FIRST PAYMENT DATE:            05/05/2006

INTEREST RATE:                 5.58250%

AMORTIZATION TERM:             Months 1-36: Interest Only
                               Months 37-120: 360 months

ARD:                           No

ANTICIPATED REPAYMENT DATE:    NAP

MATURITY DATE:                 04/05/2016

EXPECTED MATURITY BALANCE:     $140,483,727

SPONSOR:                       PREIT Associates LP

INTEREST CALCULATION:          Actual/360

CALL PROTECTION:               35-payment lockout from the
                               first payment date, with the greater of 1% or
                               yield maintenance for the following 84 payments,
                               and open to prepayment without premium thereafter
                               through the maturity date.

CUT-OFF DATE BALANCE PER SF:   $393.32

UP-FRONT RESERVES:(1)          None

ONGOING RESERVES:(2)           RE Taxes:         Springing

                               Insurance:        Springing

                               Replacement:      Springing

LOCKBOX:                       Hard
-----------------------------------------------------------------

-----------------------------------------------------------------
                  PROPERTY INFORMATION
-----------------------------------------------------------------
SHADOW RATING:              NAP

SINGLE ASSET/PORTFOLIO:     Single Asset

PROPERTY TYPE:              Retail

PROPERTY SUB-TYPE:          Regional Mall

LOCATION:                   Grand Rapids, MI

YEAR BUILT/RENOVATED:       1968 / 2006

PERCENT LEASED (AS OF):     87.7% (02/28/2006)

NET RENTABLE AREA:          397,897

THE COLLATERAL:             A regional shopping center
                            located in Grand Rapids,
                            Michigan.

OWNERSHIP INTEREST:         Fee

PROPERTY MANAGEMENT:        PREIT Services LLC

MOST RECENT NOI (AS OF):    $13,860,780 (TTM 10/31/2005)

2ND RECENT NOI (AS OF):     $14,730,619 (TTM 12/31/2004)

3RD RECENT NOI (AS OF):     $15,105,405 (TTM 12/31/2003)

U/W NET OP. INCOME:         $14,140,616

U/W NET CASH FLOW:          $13,345,571

APPRAISED VALUE (AS OF):    $195,800,000 (02/20/2006)

CUT-OFF DATE LTV RATIO:     79.9%

LTV RATIO AT MATURITY:      71.7%

U/W DSCR:                   1.51x

U/W DSCR POST IO:           1.24x
------------------------------------------------------------------

(1)  In lieu of an up-front deposit for immediate repairs, the borrower is
     required to complete the immediate repairs set forth in the engineering
     report, all of which are to be completed no later than 210 days of
     origination. The sponsor has guaranteed the timely completion of all
     repairs.

(2)  The borrower is not required to make monthly tax, insurance, or capital
     expenditure deposits unless and until the earliest of: (i) the occurrence
     of a default under the loan; and/or (ii) the DSCR is less than 1.05x, as
     determined by lender on a quarterly basis (each, a "Reserve Trigger
     Event"). Upon a Reserve Trigger Event, the borrower is required to deposit
     1/12 of annual real estate taxes and annual insurance premiums each month,
     along with $17,655 each month for annual capital expenditures approved by
     lender.

THE WOODLAND MALL LOAN.

     THE LOAN. The largest loan (the "Woodland Mall Loan") is a $156,500,000
first mortgage loan secured by the borrower's fee simple interest in a super
regional shopping center known as Woodland Mall located in Grand Rapids,
Michigan (the "Woodland Mall Property").

     THE BORROWER. The borrower, PR Woodland Limited Partnership, a Delaware
limited partnership (the "Woodland Mall Borrower"), is a single purpose entity
that owns no material assets other than the mortgaged property and related
interests. The Board of Directors of the Woodland Mall Borrower has two
independent directors. A non-consolidation opinion was delivered at origination.
The sponsor, PREIT Associates LP, is an affiliate of Pennsylvania Real Estate
Investment Trust ("PREIT"). PREIT (NYSE: PEI), founded in 1960, had a total
market capitalization in excess of $3.9 billion for the quarter ended March 31,
2006. Headquartered in Philadelphia, Pennsylvania, PREIT's primary investment
focus is on retail shopping malls and power and strip centers located in the
Mid-Atlantic region and in the eastern part of the U.S. As of March 31, 2006,
PREIT owned or had an interest in 51 retail properties in 13 states, comprised
of 39 shopping malls and 12 strip and power centers, and one office property.
The retail properties totaled approximately 34.5 million square feet, of which
PREIT and its partnerships collectively own approximately 25.9 million square
feet. PREIT directly leases and manages a majority of its properties. As of
March 31, 2006, PREIT reported total assets of approximately $3.1 billion and
total stockholders' equity of approximately $968 million.

     The sponsor has master leased the vacant retail space (12.3% of the NRA) at
the Woodland Mall Property at $478,200 per annum representing base rent and
reimbursements. As the Woodland Mall Borrower re-tenants any portion of this
space with an acceptable replacement tenant, the obligations of the sponsor in
respect of rental payments under the master lease will be reduced and at such
time as the amount of annual rental payments payable by the sponsor has been
reduced to zero, the master lease will

                                      D-3



automatically be deemed terminated subject to the terms set forth in the
mortgage loan documents. The sponsor is obligated to make rental payments upon
the occurrence of a default under the loan.

     THE PROPERTY. The Woodland Mall Property is located in Grand Rapids,
Michigan. The collateral consists of 397,897 square feet of in-line retail space
within four buildings, which include a theater and two restaurants. The Woodland
Mall Property is part of the larger Woodland Mall shopping center of
approximately 1.2 million square feet (the "Center") anchored by Sears, J.C.
Penney, and Marshall Field's, all of which own their own stores, as well as by
Kohl's (separately owned). These anchor stores are not included in the
collateral, but contribute to CAM reimbursements. As of February 28, 2006, the
Woodland Mall Property was 87.7% leased by 105 tenants, while the Center,
including non-collateral space, was approximately 96% leased. The Center was
built between 1968 and 1989, with major renovations and remodeling in 1998 and
in 2001. Since 2005, the Woodland Mall Property had expanded its restaurant and
entertainment components, with a new 14-screen Cinemark Theater and two
freestanding restaurants (On the Border and Red Robin Restaurant). The Red Robin
Restaurant is currently under construction, with occupancy and rental payments
expected to commence by August 1, 2006. A range of national and regional tenants
including Hollister, Banana Republic, Coldwater Creek, Williams-Sonoma, Ann
Taylor, Brookstone, Apple, and Chico's tenant the Woodland Mall Property, and no
single tenant is responsible for more than 12% of the total net rentable area.

     More specific information about the Center is set forth in the tables
below:



------------------ ---------------------------------- --------------------------- ---------------------- ------------------------
                                                           CREDIT RATING OF
                                                            PARENT COMPANY
ANCHOR             PARENT COMPANY                      (FITCH/MOODY'S/S&P)(1)              GLA           COLLATERAL INTEREST(2)
------------------ ---------------------------------- --------------------------- ---------------------- ------------------------

Sears              Sears Holdings Corporation                 BB/Ba1/BB+                312,965                    No
------------------ ---------------------------------- --------------------------- ---------------------- ------------------------
J.C. Penney        J.C. Penney Company, Inc.                BBB-/Baa3/BBB-              254,905                    No
------------------ ---------------------------------- --------------------------- ---------------------- ------------------------
Marshall Field's   Federated Department Stores, Inc.        BBB+/Baa1/BBB               157,316                    No
------------------ ---------------------------------- --------------------------- ---------------------- ------------------------
Kohl's             Kohl's Corporation                         A/A3/BBB+                  71,000                    No
------------------ ---------------------------------- --------------------------- ---------------------- ------------------------
Total                                                                                   796,186
------------------ ---------------------------------- --------------------------- ---------------------- ------------------------


(1)  Certain ratings are those of the parent company whether or not the parent
     guarantees the lease.

(2)  Each of the anchor tenants contributes towards common area maintenance
     reimbursements.



-------------------------- ------------------- ---------- --------- ----------------- ------------- --------------- -------------
                                                                                       % OF TOTAL     ANNUALIZED
                             CREDIT RATING                             ANNUALIZED      ANNUALIZED    UNDERWRITTEN
                                (FITCH/         TENANT                UNDERWRITTEN    UNDERWRITTEN    BASE RENT         LEASE
TENANT NAME                 MOODY'S/S&P) (1)      NRA     % OF NRA    BASE RENT ($)     BASE RENT     ($ PER NRA)     EXPIRATION
-------------------------- ------------------- ---------- --------- ----------------- ------------- --------------- -------------

Cinemark Theater (Out-lot)      --/--/B+        46,922      12%          $516,142           4%          $11.00      11/30/2020
-------------------------- ------------------- ---------- --------- ----------------- ------------- --------------- -------------
The Gap/Gap Kids             BBB-/Baa3/BBB-     12,480       3%          $461,760           4%          $37.00      02/29/2012
-------------------------- ------------------- ---------- --------- ----------------- ------------- --------------- -------------
Victoria's Secret              --/Baa2/BBB      10,849       3%          $273,829           2%          $25.24      01/31/2016
-------------------------- ------------------- ---------- --------- ----------------- ------------- --------------- -------------
Forever 21                      --/--/--        10,060       3%          $315,000           2%          $31.31      01/31/2012
-------------------------- ------------------- ---------- --------- ----------------- ------------- --------------- -------------
American Eagle Outfitters       --/--/--         8,263       2%          $476,091           4%          $57.62      01/31/2009
-------------------------- ------------------- ---------- --------- ----------------- ------------- --------------- -------------
Express                        --/Baa2/BBB       8,213       2%          $287,455           2%          $35.00      01/31/2010
-------------------------- ------------------- ---------- --------- ----------------- ------------- --------------- -------------
Waldenbooks (MTM) (2)           --/--/--         8,000       2%          $239,880           2%          $29.98      02/28/2006
-------------------------- ------------------- ---------- --------- ----------------- ------------- --------------- -------------
J. Crew                         --/Caa1/B        7,980       2%          $199,500           2%          $25.00      01/31/2012
-------------------------- ------------------- ---------- --------- ----------------- ------------- --------------- -------------
Express Men                    --/Baa2/BBB       7,628       2%          $266,980           2%          $35.00      05/31/2006
-------------------------- ------------------- ---------- --------- ----------------- ------------- --------------- -------------
Red Robin Restaurant (3)        --/--/--         7,100       2%          $100,000           1%          $14.08      07/31/2021
-------------------------- ------------------- ---------- --------- ----------------- ------------- --------------- -------------
Total/Weighted Average                         127,495      32%        $3,136,637          24%          $24.60
-------------------------- ------------------- ---------- --------- ----------------- ------------- --------------- -------------

-------------------------- ------------------- ---------- --------- ----------------- ------------- --------------- -------------
Other Tenants                      NAP         221,416      56%        $9,763,948          76%          $44.10        Various
-------------------------- ------------------- ---------- --------- ----------------- ------------- --------------- -------------
Vacant Space (4)                   NAP          48,986      12%                $0           0%           $0.00          NAP
-------------------------- ------------------- ---------- --------- ----------------- ------------- --------------- -------------
Total/Weighted Average                         397,897     100%       $12,900,585         100%          $32.42
-------------------------- ------------------- ---------- --------- ----------------- ------------- --------------- -------------


(1)  Certain ratings are those of the parent company whether or not the parent
     guarantees the leases.

(2)  The tenant's lease expired in 2005, but the tenant was still in occupancy
     and paying rent to the borrower on a MTM basis as of the occupancy date.

(3)  Improvements are under construction and the tenant is anticipated to open
     for business and commence rental payments by August 1, 2006.

(4)  This space is master leased by the sponsor. See "The Borrower" above.


                                      D-4





---------------------------------------------------------------------------------------------------------------------------------
                                                    LEASE ROLLOVER SCHEDULE(1)

                        # OF
                       LEASES        TOTAL SF      % OF TOTAL SF   CUMULATIVE TOTAL SF    CUMULATIVE % OF    AVG. BASE RENT PER
       YEAR           EXPIRING       EXPIRING         EXPIRING           EXPIRING           SF EXPIRING         SF EXPIRING
-------------------- ------------ ---------------- --------------- --------------------- ------------------ ---------------------

      Vacant             --           48,986            12%                 48,986              12%                   --
-------------------- ------------ ---------------- --------------- --------------------- ------------------ ---------------------
      MTM (2)             2            8,810             2%                 57,796              15%                 $38.58
-------------------- ------------ ---------------- --------------- --------------------- ------------------ ---------------------
       2006               2            9,225             2%                 67,021              17%                 $55.79
-------------------- ------------ ---------------- --------------- --------------------- ------------------ ---------------------
       2007              12           23,833             6%                 90,854              23%                 $49.99
-------------------- ------------ ---------------- --------------- --------------------- ------------------ ---------------------
       2008              12           22,105             6%                112,959              28%                 $42.67
-------------------- ------------ ---------------- --------------- --------------------- ------------------ ---------------------
       2009              12           36,170             9%                149,129              37%                 $42.50
-------------------- ------------ ---------------- --------------- --------------------- ------------------ ---------------------
       2010               8           17,239             4%                166,368              42%                 $47.06
-------------------- ------------ ---------------- --------------- --------------------- ------------------ ---------------------
       2011               9           17,809             4%                184,177              46%                 $41.95
-------------------- ------------ ---------------- --------------- --------------------- ------------------ ---------------------
       2012              10           42,584            11%                226,761              57%                 $42.01
-------------------- ------------ ---------------- --------------- --------------------- ------------------ ---------------------
       2013               7           16,751             4%                243,512              61%                 $34.47
-------------------- ------------ ---------------- --------------- --------------------- ------------------ ---------------------
       2014               8           15,929             4%                259,441              65%                 $53.20
-------------------- ------------ ---------------- --------------- --------------------- ------------------ ---------------------
       2015              11           42,931            11%                302,372              76%                 $30.54
-------------------- ------------ ---------------- --------------- --------------------- ------------------ ---------------------
    Thereafter           12           95,525            24%                397,897             100%                 $23.98
-------------------- ------------ ---------------- --------------- --------------------- ------------------ ---------------------


(1)  The information in the table is based on the actual rent roll dated
     February 28, 2006 and leases in place.

(2)  MTM tenants are classified as tenants whose leases expired prior to 2006,
     but the tenants were still in occupancy and paying rent to the borrower as
     of the occupancy date. MTM tenants include one tenant (0.20% of Total SF),
     whose lease expired on 1/31/2006.


     PROPERTY MANAGEMENT. The Woodland Mall Property is managed by PREIT
Services LLC, an affiliate of the Woodland Mall Borrower.

     ADDITIONAL INDEBTEDNESS. Not Allowed.

     GROUND LEASE. None.

     RELEASE OF PARCELS. Not Allowed.



                                      D-5










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                                      D-6



                      MORTGAGE LOAN NO. 2 -- 1675 BROADWAY












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                                      D-7



                      MORTGAGE LOAN NO. 2 -- 1675 BROADWAY












                                  [MAP OMITTED]







                                      D-8




                      MORTGAGE LOAN NO. 2 -- 1675 BROADWAY

------------------------------------------------------------------
                        LOAN INFORMATION
------------------------------------------------------------------
MORTGAGE LOAN SELLER:           PMCF

LOAN PURPOSE:                   Refinance

ORIGINAL BALANCE:(1)            $155,000,000

CUT-OFF DATE BALANCE:(1)        $155,000,000

FIRST PAYMENT DATE:             07/05/2006

INTEREST RATE:                  5.63750%

AMORTIZATION TERM:              Months 1-60: Interest Only
                                Months 61-120: 360 months

ARD:                            No

ANTICIPATED REPAYMENT DATE:     NAP

MATURITY DATE:                  06/05/2016

EXPECTED MATURITY BALANCE:      $144,498,888

SPONSORS:                       Jack Rudin, Beth Rudin DeWoody,
                                Eric C. Rudin, Madeleine Rudin
                                Johnson, William C. Rudin,
                                Katherine L. Rudin

INTEREST CALCULATION:           Actual/360

CALL PROTECTION:                48-payment lockout from the
                                first payment date, with the greater of 1% or
                                yield maintenance for the following 69 payments,
                                and open to prepayment without premium
                                thereafter through the maturity date.

CUT-OFF DATE BALANCE PER SF:(1) $203.65

UP-FRONT RESERVES:              RE Taxes:        $5,333,333

                                Other:(2)        $15,000,000

ONGOING RESERVES:(2)            RE Taxes:        $1,019,431 / month

                                Insurance:(3)    Springing

                                Replacement: (3) Springing

                                TI/LC:(3)        Springing

                                Other:(4)        Springing

LOCKBOX:                        Hard
------------------------------------------------------------------

------------------------------------------------------------------
                    PROPERTY INFORMATION
------------------------------------------------------------------
SHADOW RATING:(5)                    BBB+ / Baa3

SINGLE ASSET/PORTFOLIO:              Single Asset

PROPERTY TYPE:                       Office

PROPERTY SUB-TYPE:                   Urban

LOCATION:                            New York, NY

YEAR BUILT/RENOVATED:                1989 / NAP

PERCENT LEASED (AS OF):              99.5% (03/01/2006)

NET RENTABLE AREA:                   761,092

THE COLLATERAL:                      A 35-story, Class A office
                                     building located in New York,
                                     New York.

OWNERSHIP INTEREST:                  Leasehold

PROPERTY MANAGEMENT:                 Rudin Management

MOST RECENT NOI (AS OF):             $16,769,282 (TTM 12/31/2005)

2ND RECENT NOI (AS OF):              $19,088,049 (TTM 12/31/2004)

3RD RECENT NOI (AS OF):              $18,638,373 (TTM 12/31/2003)

U/W Net Op. Income: (6)              $19,075,983

U/W Net Cash Flow: (6)               $17,603,232

Appraised Value (As of):             $350,000,000 (05/01/2006)

Cut-off Date LTV Ratio:(1)(7)        44.3%


LTV Ratio at Maturity:(1)(7)         41.3%


U/W DSCR: (1)(6)(8)                  1.99x

U/W DSCR Post IO: (1)(6)(8)          1.64x
-----------------------------------------------------------------

(1)  The subject $155,000,000 loan represents the A-Note portion of an
     $180,000,000 total mortgage debt. All Loan per SF, LTV and DSCR numbers in
     this table are based on the A-Note.

(2)  The borrower deposited $15,000,000 into a reserve account to be used to pay
     for tenant improvements and leasing commissions in connection with
     re-leasing the office space currently leased by Entertainment Weekly and
     The MacManus Group. In the event the Entertainment Weekly lease is renewed
     for a term of at least 10 years, $36.00 per square foot pursuant to such
     renewal lease will be released from the reserve and returned to the
     borrower. In the event The MacManus Group lease is renewed for a term of at
     least 10 years, all remaining funds will be released from the reserve and
     returned to the borrower.

(3)  Upon the occurrence of a Trigger Event, the borrower is required to make
     insurance (1/12 of annual insurance premiums per month), replacement
     ($22,000 per month), and TI/LC ($130,000 per month) deposits. A Trigger
     Event means (i) there is an event of default under the loan documents, or
     (ii) the DSCR is less than or equal to 1.15x for two consecutive calendar
     quarters ("DSCR Event"). So long as no event of default exists, in the
     event the DSCR falls below 1.15x, but is greater than 1.05x for two
     consecutive calendar quarters, the borrower may deliver to the lender, up
     to four times, funds in an amount that will bring the DSCR to 1.15x, and in
     such event, no DSCR Event will be deemed to have occurred for the two
     consecutive calendar quarters in question.

(4)  Upon the occurrence of a Trigger Event, the borrower is required to make
     monthly payments equal to the amount of ground rent that will be due on or
     prior to the next monthly payment date.

(5)  Standard and Poor's Ratings Services and Moody's Investors Service, Inc.
     have confirmed that the 1675 Broadway Loan has, in the context of its
     inclusion in the trust, credit characteristics consistent with that of an
     obligation rated "BBB+" / "Baa3", respectively.

(6)  Real estate taxes from 1989 through 1995 were deferred until 1998 under New
     York's ICIP program. Deferred tax payments of $2,161,826 per year are due
     through 2008 in addition to annual real estate taxes. The deferred tax
     payments were not included in underwritten net operating income and
     underwritten net cash flow. The deferred tax payments are included in
     monthly deposits to the RE Taxes reserve.

(7)  The Cut-off Date LTV Ratio and LTV Ratio at Maturity of the $180,000,000
     total first mortgage debt are 51.4% and 48.0%, respectively.

(8)  The DSCR is based solely on the A-Note portion. The DSCR based on the total
     first mortgage debt during the interest only period is 1.69x. The DSCR
     based on the total first mortgage debt would be 1.40x, based on the
     principal and interest payment.

THE 1675 BROADWAY LOAN.

     THE LOAN. The second largest loan (the "1675 Broadway Loan") is a
$155,000,000 A-Note, which is the senior portion of a $180,000,000 first
mortgage loan secured by the borrower's leasehold interest in a 35-story,
761,092 square foot office building with ground level retail (the "1675 Broadway
Property") located in New York, New York. The subordinate portion of the total
first mortgage loan is evidenced by a subordinate B-note in the original
principal amount of $25,000,000 (the "B-Note").

                                      D-9




     THE BORROWER. The borrower, Broadway 52nd, L.P., is a Delaware limited
partnership (the "1675 Broadway Borrower") and is a single-purpose entity that
owns no material assets other than the 1675 Broadway Property and related
interests. The general partner of the 1675 Broadway Borrower was structured with
two independent managers. A non-consolidation opinion was delivered at
origination. The sponsors are Jack Rudin, Beth Rudin DeWoody, Eric C. Rudin,
Madeleine Rudin Johnson, William C. Rudin, and Katherine L. Rudin. The Rudin
organization is a family-run, private company with more than 70 years of
experience in owning and operating commercial real estate in New York City.

     THE PROPERTY. The 1675 Broadway Property is a 35-story office building
(with ground floor and mezzanine retail space) containing approximately 761,092
rentable square feet. There is also an underground garage with 61 parking
spaces. The improvements are located in Midtown Manhattan between 52nd and 53rd
Streets on Broadway. This location is proximate to several New York City subway
lines.

The following table presents certain information relating to the tenants at the
1675 Broadway Property:



--------------------------- ---------------- ----------- ----------- ----------------- -------------- -------------- ------------
                                                                                        % OF TOTAL     ANNUALIZED
                             CREDIT RATING                             ANNUALIZED       ANNUALIZED    UNDERWRITTEN
                                 (FITCH/                              UNDERWRITTEN     UNDERWRITTEN    BASE RENT       LEASE
TENANT NAME                  MOODY'S/S&P)(1) TENANT NRA   % OF NRA    BASE RENT ($)      BASE RENT     ($ PER NRA)   EXPIRATION
--------------------------- ---------------- ----------- ----------- ----------------- -------------- -------------- ------------

THE MACMANUS GROUP           --/Baa2/BBB+     359,387         47%      $13,783,656          45%          $38.35      09/30/2010
--------------------------- ---------------- ----------- ----------- ----------------- -------------- -------------- ------------
MAYER BROWN ROWE & MAW         --/--/--       247,933         33%      $10,226,764          34%          $41.25      08/31/2015
--------------------------- ---------------- ----------- ----------- ----------------- -------------- -------------- ------------
ARENT FOX                      --/--/--        86,215         11%       $3,982,784          13%          $46.20      06/30/2018
--------------------------- ---------------- ----------- ----------- ----------------- -------------- -------------- ------------
ENTERTAINMENT WEEKLY         --/Baa2/BBB+      62,225          8%       $2,310,581           8%          $37.13      12/31/2009
--------------------------- ---------------- ----------- ----------- ----------------- -------------- -------------- ------------
STARBUCKS                      --/--/--         1,290          0%          $90,000           0%          $69.77      02/28/2014
--------------------------- ---------------- ----------- ----------- ----------------- -------------- -------------- ------------
TOTAL/WEIGHTED AVERAGE                        757,050         99%      $30,393,785         100%          $40.15
--------------------------- ---------------- ----------- ----------- ----------------- -------------- -------------- ------------

--------------------------- ---------------- ----------- ----------- ----------------- -------------- -------------- ------------
Vacant Space                     NAP            4,042          1%               $0           0%           $0.00          NAP
--------------------------- ---------------- ----------- ----------- ----------------- -------------- -------------- ------------
TOTAL/WEIGHTED AVERAGE                        761,092        100%      $30,393,785         100%          $40.15
--------------------------- ---------------- ----------- ----------- ----------------- -------------- -------------- ------------


(1)  Certain ratings are those of the parent company whether or not the parent
     guarantees the lease.



---------------------------------------------------------------------------------------------------------------------------------
                                                       LEASE ROLLOVER SCHEDULE (1)
-------------------------- ------------- ------------- ---------------- ---------------- ----------------- ----------------------
                                                                          CUMULATIVE
                           # OF LEASES     TOTAL SF     % OF TOTAL SF      TOTAL SF      CUMULATIVE % OF    AVG. BASE RENT PER
          YEAR               EXPIRING      EXPIRING       EXPIRING         EXPIRING        SF EXPIRING          SF EXPIRING
-------------------------- ------------- ------------- ---------------- ---------------- ----------------- ----------------------

         Vacant                 --          4,042            1%              4,042              1%                   --
-------------------------- ------------- ------------- ---------------- ---------------- ----------------- ----------------------
           MTM                 2(2)           300            --              4,342              1%              $36.13(2)
-------------------------- ------------- ------------- ---------------- ---------------- ----------------- ----------------------
          2006                 2(2)            --            --              4,342              1%                 (2)
-------------------------- ------------- ------------- ---------------- ---------------- ----------------- ----------------------
          2007                  --             --            --              4,342              1%                  --
-------------------------- ------------- ------------- ---------------- ---------------- ----------------- ----------------------
          2008                  1              --            --              4,342              1%                 (2)
-------------------------- ------------- ------------- ---------------- ---------------- ----------------- ----------------------
          2009                 2(2)        61,925            8%             66,267              9%              $37.03(2)
-------------------------- ------------- ------------- ---------------- ---------------- ----------------- ----------------------
          2010                 2(2)       359,387            47%           425,654             56%              $38.65(2)
-------------------------- ------------- ------------- ---------------- ---------------- ----------------- ----------------------
          2011                 2(2)            --            --            425,654             56%                 (2)
-------------------------- ------------- ------------- ---------------- ---------------- ----------------- ----------------------
          2012                  --             --            --            425,654             56%                  --
-------------------------- ------------- ------------- ---------------- ---------------- ----------------- ----------------------
          2013                  --             --            --            425,654             56%                  --
-------------------------- ------------- ------------- ---------------- ---------------- ----------------- ----------------------
          2014                  1           1,290            --            426,944             56%                $69.77
-------------------------- ------------- ------------- ---------------- ---------------- ----------------- ----------------------
          2015                  1         247,933            33%           674,877             89%                $41.30
-------------------------- ------------- ------------- ---------------- ---------------- ----------------- ----------------------
       Thereafter               1          86,215            11%           761,092            100%                $46.20
-------------------------- ------------- ------------- ---------------- ---------------- ----------------- ----------------------


(1)  The information in the table is based on the actual rent roll dated March
     1, 2006.

(2)  Additional rental revenue is generated from several leases whereby the
     tenants do not physically occupy any NRA. The Average Base Rent per SF
     Expiring is inclusive of this additional revenue generated from these
     leases.

     PROPERTY MANAGEMENT. The 1675 Broadway Property is managed by the Rudin
Management Co., Inc., an affiliate of the 1675 Broadway Borrower.

     ADDITIONAL INDEBTEDNESS. The 1675 Broadway Property also secures a
subordinate B-Note, with an original principal balance of $25,000,000. Only the
A-Note is included in the trust. The combined aggregate original principal
balance of the A-Note and B-Note was $180,000,000. The B-Note has a 10-year term
(interest only first 5 years) with a 30 year amortization schedule and 6.2135%
interest rate. The holder of the B-Note will have various consent rights with
respect to material servicing decisions, a right to appoint or replace the
special servicer, a right to cure defaults and an option to purchase the A-Note
under certain circumstances. For more information with respect to these rights,
see "Description of the Mortgage Pool--Subordinate and/or Other Financing--Split
Loan Structures--The 1675 Broadway Loan Group" in the Prospectus Supplement. The
B-Note is currently held by The Prudential Insurance Company of America.

     The 1675 Broadway Borrower is permitted to obtain unsecured loans from
related Rudin family entities not to exceed $5,000,000. Additionally, mezzanine
financing secured only by equity interests other than those of the borrower's
single purpose general partnership in an amount up to $10,000,000 will be
permitted, provided the DSCR of the 1675 Broadway Loan is at least 1.35x and the
combined DSCR, inclusive of the entire 1675 Broadway Loan, B-note and mezzanine
debt, is at least 1.25x, subject


                                      D-10



to written confirmation from each of the Rating Agencies then rating the series
2006-PWR12 certificates that the incurrence of such debt will not result in the
qualification, downgrade or withdrawal of any of the ratings on the series
2006-PWR12 certificates

     GROUND LEASE. The 1675 Broadway Property is encumbered by a ground lease
that expires December 31, 2039 and has five, 20-year renewal options. Annual
rent payments are currently $3,650,000 and will increase to $4,050,000 on
January 1, 2011. In addition to base rent, the 1675 Broadway Borrower is
required to make additional rent payments contingent upon an NOI formula
detailed in the ground lease. Currently, the 1675 Broadway Property's NOI does
not require any additional rent payments to be made. The 1675 Broadway Borrower
is also required to pay to the ground lessor 5% of the proceeds over
$155,000,000 on any secured financing or refinancing, subject to allowable
deductions as described in the ground lease. The ground lessor is The Shubert
Organization, which owns the adjacent Broadway Theater. Additionally, subject to
terms and conditions under the ground lease, both the ground lessor and the 1675
Broadway Borrower have a right of first refusal to purchase the other party's
interest in the 1675 Broadway Property if such party desires to sell its
interest. The right of first refusal applies to a sale of a 50% or more of the
equity interests in the selling party.

     RELEASE OF PARCELS.  Not Allowed.




                                      D-11















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                                      D-12




                      MORTGAGE LOAN NO. 3 -- ORANGE PLAZA






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                                      D-13




                      MORTGAGE LOAN NO. 3 -- ORANGE PLAZA






                                  [MAP OMITTED]






                                      D-14




                      MORTGAGE LOAN NO. 3 -- ORANGE PLAZA

----------------------------------------------------------------
                       LOAN INFORMATION
----------------------------------------------------------------
MORTGAGE LOAN SELLER:          PMCF

LOAN PURPOSE:                  Refinance

ORIGINAL BALANCE:              $90,500,000

CUT-OFF DATE BALANCE:          $90,500,000

FIRST PAYMENT DATE:            04/05/2006

INTEREST RATE:                 5.63500%

AMORTIZATION TERM:             Months 1-24: Interest Only
                               Months 25-120: 360 months

ARD:                           No

ANTICIPATED REPAYMENT DATE:    NAP

MATURITY DATE:                 03/05/2016

EXPECTED MATURITY BALANCE:     $79,697,772

SPONSOR:                       Robert C. Baker

INTEREST CALCULATION:          Actual/360

CALL PROTECTION:               28-payment lockout from the
                               first payment date, with U.S. Treasury
                               defeasance for the following 88
                               payments, and open to prepayment
                               without premium thereafter through
                               the maturity date.

CUT-OFF DATE BALANCE PER SF:   $118.24

UP-FRONT RESERVES:             RE Taxes:(1)      $941,566(LOC)

                               Insurance:(2)     $46,975

ONGOING RESERVES:              Replacement:(3)   $5,221 / month

                               TI/LC:(4)         Springing

LOCKBOX:                       Hard
---------------------------------------------------------------

---------------------------------------------------------------
                     PROPERTY INFORMATION
---------------------------------------------------------------
SHADOW RATING:             NAP

SINGLE ASSET/PORTFOLIO:    Single Asset

PROPERTY TYPE:             Retail

PROPERTY SUB-TYPE:         Anchored

LOCATION:                  Middletown, NY

YEAR BUILT/RENOVATED:      1971 / 2002

PERCENT LEASED (AS OF):    99.4% (01/10/2006)

NET RENTABLE AREA:         765,390

THE COLLATERAL:            An anchored retail center located
                           in Middletown, New York.

OWNERSHIP INTEREST:        Fee

PROPERTY MANAGEMENT:       National Realty & Development Corp.

MOST RECENT NOI (AS OF):   $8,044,806 (TTM 12/31/2005)

2ND RECENT NOI (AS OF):    $7,102,759 (TTM 12/31/2004)

3RD RECENT NOI (AS OF):    $6,734,547 (TTM 12/31/2003)

U/W NET OP. INCOME:        $7,541,526

U/W NET CASH FLOW:         $7,252,105

APPRAISED VALUE (AS OF):   $115,000,000 (01/13/2006)

CUT-OFF DATE LTV RATIO:    78.7%

LTV RATIO AT MATURITY:     69.3%

U/W DSCR:                  1.40x

U/W DSCR POST IO:          1.16x
---------------------------------------------------------------

(1)  In lieu of monthly deposits, the borrower posted a letter of credit at
     origination in the base amount of $941,566, which is equivalent to six
     months of real estate taxes and assessments.

(2)  In lieu of monthly deposits, a deposit in the amount of $46,975 equal to
     six months of insurance premiums was collected at origination.

(3)  Monthly deposits into the replacement reserve account are subject to a
     $313,270 cap.

(4)  Commencing on the earlier to occur of (i) a "Key Tenant" (as hereinafter
     defined) vacating or going dark, (ii) a Key Tenant terminating its lease,
     (iii) certain insolvency-related events with respect to a Key Tenant, or
     (iv) a Key Tenant failing to renew its lease, the borrower will be required
     to fund a reserve on a monthly basis to pay unaffiliated, third party
     leasing commissions and tenant improvements costs relating to the Key
     Tenant's space, to the extent that there is excess cash flow from the
     property after payment of debt service, capital expenditures and operating
     expenses, subject to a cap of the amount obtained by multiplying $6.00 by
     the NRA of the Key Tenant's space. The monthly escrow is subject to
     reduction in certain circumstance and will cease with respect to that Key
     Tenant if, among other things, the Key Tenant renews or affirms its lease
     or an acceptable replacement tenant takes occupancy and begins paying full
     rent on the space. In lieu of a monthly escrow, the borrower may elect to
     post a letter of credit in the face amount of the cap. A Key Tenant is
     defined as any tenant that leases 20,000 or more square feet of NRA or a
     ground tenant that has constructed improvements consisting of 20,000 or
     more square feet.

THE ORANGE PLAZA LOAN.

     THE LOAN. The third largest loan (the "Orange Plaza Loan") is a $90,500,000
first mortgage loan secured by the borrower's fee simple interest in a regional
power center known as Orange Plaza located in Middletown, New York (the "Orange
Plaza Property").

     THE BORROWER. The borrower, Middletown I Resources L.P., a Delaware limited
partnership (the "Orange Plaza Borrower"), is a single purpose entity that owns
no material assets other than the mortgaged property and related interests. The
general partner of the Orange Plaza Borrower is structured with an independent
director. A non-consolidation opinion was delivered at origination. The sponsor
is Robert C. Baker, Chairman and CEO of National Realty & Development Corp. Mr.
Baker has been an active developer and owner of real estate for the past 45
years, and presently owns approximately 75 shopping centers located throughout
14 states, as well as a number of office buildings and industrial buildings.

     THE PROPERTY. The Orange Plaza Property, located in Middletown, New York,
consists of 765,390 square feet of anchor and in-line retail space on
approximately 80 acres. The Orange Plaza Property was built in 1971, and
expanded in 1978, with additional renovations and remodeling completed in 2002.
The site fronts on the south side of Route 211 and the east side of Dunning
Road, directly adjacent to the west side of Route 17. Although it has a
Middletown address, the Orange Plaza Property is physically located in the Town
of Wallkill. The collateral includes 11 outparcels, including 9 ground leased
pads, with tenants owning their own improvements (not part of the collateral).
The Orange Plaza Property is anchored by Wal-Mart, Home Depot USA, Kohl's
Department Stores, and Burlington Coat Factory. Other significant tenants
include Marshall's Store, Bed Bath & Beyond, Staples Inc., and Modell's
Sporting. As of January 10, 2006, the Orange Plaza Property was 99.4% leased to
43 tenants.

                                      D-15



     More specific information about the Orange Plaza Property is set forth in
the tables below:



------------------------- ---------------------------------- -------------------------- ------------------ ----------------------
                                                                 CREDIT RATING OF
                                                                  PARENT COMPANY
ANCHOR                    PARENT COMPANY                      (FITCH/MOODY'S/S&P) (1)          GLA          COLLATERAL INTEREST
------------------------- ---------------------------------- -------------------------- ------------------ ----------------------
Wal-Mart                  Wal-Mart Stores, Inc.                      AA/Aa2/AA              228,910                 Yes
------------------------- ---------------------------------- -------------------------- ------------------ ----------------------
Home Depot USA            Home Depot, Inc.                           AA/Aa3/AA              112,058                 Yes
------------------------- ---------------------------------- -------------------------- ------------------ ----------------------
Kohl's Department Stores  Kohl's Corporation                         A/A3/BBB+               89,531                 Yes
------------------------- ---------------------------------- -------------------------- ------------------ ----------------------
Burlington Coat Factory   Bain Capital, LLC                           --/--/--               84,897                 Yes
------------------------- ---------------------------------- -------------------------- ------------------ ----------------------
TOTAL                                                                                       515,396
------------------------- ---------------------------------- -------------------------- ------------------ ----------------------


(1)  Certain ratings are those of the parent company whether or not the parent
     guarantees the lease.



--------------------------- ---------------- ------------ ---------- ---------------- ------------- ---------------- ------------
                                                                                       % OF TOTAL     ANNUALIZED
                             CREDIT RATING                            ANNUALIZED       ANNUALIZED   UNDERWRITTEN
                                (FITCH/         TENANT                UNDERWRITTEN    UNDERWRITTEN    BASE RENT         LEASE
TENANT NAME                  MOODY'S/S&P)(1)    NRA(2)     % OF NRA   BASE RENT ($)    BASE RENT    ($ PER NRA)(2)   EXPIRATION
--------------------------- ---------------- ------------ ---------- ---------------- ------------- ---------------- ------------

Wal-Mart                       AA/Aa2/AA       228,910       30%       $2,450,742          28%           $10.71      04/23/2022
--------------------------- ---------------- ------------ ---------- ---------------- ------------- ---------------- ------------
Home Depot USA                 AA/Aa3/AA       112,058       15%         $325,000           4%            $2.90      01/31/2010
--------------------------- ---------------- ------------ ---------- ---------------- ------------- ---------------- ------------
Kohl's Department Stores       A/A3/BBB+        89,531       12%         $534,223           6%            $5.97      01/28/2023
--------------------------- ---------------- ------------ ---------- ---------------- ------------- ---------------- ------------
Burlington Coat Factory        CCC/Caa1/B       84,897       11%         $560,000           6%            $6.60      03/31/2014
--------------------------- ---------------- ------------ ---------- ---------------- ------------- ---------------- ------------
Marshall's Store                --/A3/A         30,000        4%         $375,000           4%           $12.50      05/31/2012
--------------------------- ---------------- ------------ ---------- ---------------- ------------- ---------------- ------------
Bed Bath & Beyond              --/--/BBB        25,384        3%         $423,150           5%           $16.67      01/31/2013
--------------------------- ---------------- ------------ ---------- ---------------- ------------- ---------------- ------------
Staples Inc.                 BBB+/Baa2/BBB      23,750        3%         $285,000           3%           $12.00      09/30/2017
--------------------------- ---------------- ------------ ---------- ---------------- ------------- ---------------- ------------
Rag Shop Store                  --/--/--        18,942        2%         $246,246           3%           $13.00      08/31/2012
--------------------------- ---------------- ------------ ---------- ---------------- ------------- ---------------- ------------
Modell's Sporting               --/--/--        18,080        2%         $288,000           3%           $15.93      06/30/2017
--------------------------- ---------------- ------------ ---------- ---------------- ------------- ---------------- ------------
Brown Group Retail             BB+/Ba3/BB       12,000        2%         $198,000           2%           $16.50      08/31/2012
(Famous Footwear)
--------------------------- ---------------- ------------ ---------- ---------------- ------------- ---------------- ------------
TOTAL/WEIGHTED AVERAGE                         643,552       84%       $5,685,361          66%            $8.83
--------------------------- ---------------- ------------ ---------- ---------------- ------------- ---------------- ------------

--------------------------- ---------------- ------------ ---------- ---------------- ------------- ---------------- ------------
Other Tenants                     NAP          117,109       15%       $2,993,824          34%           $25.56       Various
--------------------------- ---------------- ------------ ---------- ---------------- ------------- ---------------- ------------
Vacant Space                      NAP            4,729        1%               $0           0%            $0.00         NAP
--------------------------- ---------------- ------------ ---------- ---------------- ------------- ---------------- ------------
TOTAL/WEIGHTED AVERAGE                         765,390      100%       $8,679,185         100%           $11.34
--------------------------- ---------------- ------------ ---------- ---------------- ------------- ---------------- ------------


(1)  Certain ratings are those of the parent company whether or not the parent
     guarantees the lease.

(2)  Excludes square footage of ground lease tenants. Annualized Underwritten
     Base Rent includes the rental revenue generated by the ground lease
     tenants, but excludes the SF. The ground leased space totals 48,452 SF.



---------------------------------------------------------------------------------------------------------------------------------
                                                 LEASE ROLLOVER SCHEDULE(1)

                        # OF
                       LEASES                           % OF TOTAL SF    CUMULATIVE TOTAL   CUMULATIVE % OF     AVG. BASE RENT
       YEAR           EXPIRING     TOTAL SF EXPIRING       EXPIRING         SF EXPIRING       SF EXPIRING      PER SF EXPIRING
-------------------- ------------ -------------------- ----------------- ------------------ ----------------- -------------------

      Vacant              1              4,729                1%               4,729               1%                 --
-------------------- ------------ -------------------- ----------------- ------------------ ----------------- -------------------
      2006(2)             1             10,000                1%              14,729               2%               $16.00
-------------------- ------------ -------------------- ----------------- ------------------ ----------------- -------------------
       2007               2             13,200                2%              27,929               4%               $14.00
-------------------- ------------ -------------------- ----------------- ------------------ ----------------- -------------------
      2008(3)             1               --                  --              27,929               4%                (3)
-------------------- ------------ -------------------- ----------------- ------------------ ----------------- -------------------
       2009               1              1,548                --              29,477               4%               $26.00
-------------------- ------------ -------------------- ----------------- ------------------ ----------------- -------------------
      2010(3)             3             114,558              15%              144,035             19%               $3.72
-------------------- ------------ -------------------- ----------------- ------------------ ----------------- -------------------
       2011              --               --                  --              144,035             19%                 --
-------------------- ------------ -------------------- ----------------- ------------------ ----------------- -------------------
       2012              10             89,509               12%              233,544             31%               $15.45
-------------------- ------------ -------------------- ----------------- ------------------ ----------------- -------------------
       2013               6             52,953                7%              286,497             37%               $17.23
-------------------- ------------ -------------------- ----------------- ------------------ ----------------- -------------------
       2014               4             98,722               13%              385,219             50%               $9.06
-------------------- ------------ -------------------- ----------------- ------------------ ----------------- -------------------
      2015(3)             3              5,400                1%              390,619             51%               $48.19
-------------------- ------------ -------------------- ----------------- ------------------ ----------------- -------------------
   Thereafter(3)         12             374,771              49%              765,390             100%              $11.62
-------------------- ------------ -------------------- ----------------- ------------------ ----------------- -------------------


(1)  The information in the table is based on the actual rent roll dated January
     10, 2006.

(2)  The tenant whose lease expires in 2006 will reportedly not be renewing its
     lease.

(3)  Includes one or more ground lease tenants for which a square footage of
     zero was assigned. Avg. Base Rent per SF Expiring includes the rental
     revenue generated by the ground lease tenants, but excludes the SF. The
     ground leased space totals 48,452 SF.

     PROPERTY MANAGEMENT. The Orange Plaza Property is managed by National
Realty & Development Corp., an affiliate of the Orange Plaza Borrower.

     ADDITIONAL INDEBTEDNESS. Not Allowed.

     GROUND LEASE. None.

     Release of Parcels. The Orange Plaza Borrower is entitled to obtain a
release of an undeveloped outparcel, without any required prepayment of the
Orange Plaza Loan, provided that it satisfies certain conditions specified in
the mortgage loan documents. The lender did not underwrite any income from this
outparcel, and the appraisal did not assign any value to this outparcel.

                                      D-16



                 MORTGAGE LOAN NO. 4 -- BROKEN SOUND PORTFOLIO





                               [4 PHOTOS OMITTED]









                                      D-17




                 MORTGAGE LOAN NO. 4 -- BROKEN SOUND PORTFOLIO





                                  [MAP OMITTED]









                                      D-18



                 MORTGAGE LOAN NO. 4 -- BROKEN SOUND PORTFOLIO

-----------------------------------------------------------------
                        LOAN INFORMATION
-----------------------------------------------------------------
MORTGAGE LOAN SELLER:          WFB

LOAN PURPOSE:                  Refinance

ORIGINAL BALANCE:              $47,000,000

CUT-OFF DATE BALANCE:          $47,000,000

FIRST PAYMENT DATE:            07/01/2006

INTEREST RATE:                 6.14000%

AMORTIZATION TERM:             Interest Only

ARD:                           No

ANTICIPATED REPAYMENT DATE:    NAP

MATURITY DATE:                 06/01/2016

EXPECTED MATURITY BALANCE:     $47,000,000

SPONSORS:                      Paul Milhous, Robert Milhous,
                               Ropamil LP, Paul Milhous Trust,
                               and Robert Milhous Trust

INTEREST CALCULATION:          Actual/360

CALL PROTECTION:               24-payment lockout from the
                               first payment date, with U.S.
                               Treasury defeasance for the
                               following 92 payments, and open to
                               prepayment without premium thereafter
                               through the maturity date.

CUT-OFF DATE BALANCE PER SF:   $127.22

UP-FRONT RESERVES:             RE Taxes:         $315,210

                               Insurance:        $76,649

ONGOING RESERVES:              RE Taxes:         $45,030 / month

                               Insurance:        $25,550 / month

                               Replacement: (1)  Springing

                               TI/LC: (2)        Springing

LOCKBOX:                       Springing Hard
---------------------------------------------------------------

---------------------------------------------------------------
                     PROPERTY INFORMATION
---------------------------------------------------------------
SHADOW RATING:             NAP

SINGLE ASSET/PORTFOLIO:    Portfolio

PROPERTY TYPE:             Various

PROPERTY SUB-TYPE:         Various

LOCATION:                  Various - See Table

YEAR BUILT/RENOVATED:      Various - See Table

PERCENT LEASED (AS OF):    96.3% (05/15/2006)

NET RENTABLE AREA:         369,444

THE COLLATERAL:            Five properties located in Florida.

OWNERSHIP INTEREST:        Fee

PROPERTY MANAGEMENT:       Paige Associates, Inc. (d/b/a
                           Paige Charters Inc.)

MOST RECENT NOI (AS OF):   $3,124,267 (TTM 12/31/2005)

2ND RECENT NOI (AS OF):    NAP

3RD RECENT NOI (AS OF):    NAP

U/W NET OP. INCOME:        $4,399,906

U/W NET CASH FLOW:         $4,103,406

APPRAISED VALUE (AS OF):   $62,700,000 (02/2006)

CUT-OFF DATE LTV RATIO:    75.0%

LTV RATIO AT MATURITY:     75.0%

U/W DSCR:                  1.40x

U/W DSCR POST IO:          NAP

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

(1)  Following the occurrence and continuance of a default under the loan, the
     borrower is required to fund a Replacement Reserve in an amount equal to
     one-twelfth of the product of (a) the then total aggregate number of
     rentable square feet at the mortgaged properties and (b) $0.17.

(2)  Following the occurrence and continuance of a default under the loan, the
     borrower is required to fund a TI/LC Reserve in an amount equal to
     one-twelfth of the product of (a) the then total aggregate number of
     rentable square feet at the mortgaged properties and (b) $7.00. The
     borrower and sponsor will be required to post a letter of credit, or fund a
     designated Springing TI Impound in the event SBA Communications, among
     other things, gives notice that it will not exercise its option to extend
     its lease, fails to exercise the renewal option at least 6-months prior to
     the expiration of its lease, defaults or elects to terminate the lease. The
     amount of the impound must equal 6-months of SBA Communications' then
     current gross rent. So long as no default under the loan exists, the
     impound will be disbursed upon the satisfaction of certain conditions in
     amount(s) equal to the product of (a) the springing impound amount, and (b)
     a fraction, whereby the numerator is the total rentable square feet of the
     new or renewed lease, and the denominator is 79,131.

THE BROKEN SOUND PORTFOLIO LOAN.

     THE LOAN. The fourth largest loan (the "Broken Sound Portfolio Loan") as
evidenced by the Consolidated, Amended, Restated and Renewal Promissory Note
Secured By Mortgage (the "Broken Sound Portfolio Note") is secured pursuant to
the Amended and Restated Mortgage and Absolute Assignment of Rents and Leases
and Security Agreement (and Fixture Filing) (the "Broken Sound Portfolio
Mortgage") by the Borrower's fee interest in five properties located in Florida
(the "Broken Sound Portfolio Properties").

     THE BORROWER. The borrowers, 990 South Rogers Associates, LLC, 5900-6000
Broken Sound Associates, LLC, 6100 Broken Sound Associates, LLC, and Colonnade
Plaza Associates, LLC, are single purpose entities that own no material assets
other than the Broken Sound Portfolio Properties and related interests. Each of
the borrowers are single member Delaware limited liability companies. A
non-consolidation opinion was delivered at origination. The sponsors of the loan
are Paul Milhous, Robert Milhous, Ropamil LP, Robert Milhous Trust and Paul
Milhous Trust (individually and collectively, as context may require, the
"Broken Sound Sponsor"). The Broken Sound Sponsor has approximately 40 years of
commercial real estate experience with interests in 12 properties consisting of
approximately one million square feet, and a net worth of $207 million.

     THE PROPERTY. The Broken Sound Portfolio Properties consist of five
properties consisting of 369,444 square feet, located in Florida. Four of the
properties are located in Boca Raton, Florida, and one property is located in
Deerfield Beach, Florida. Four of the properties

                                      D-19



are multi-tenant, while one property is single tenant. On a combined basis, the
portfolio is approximately 96.3% leased as of May 15, 2006. Two of the
properties are Class A suburban office buildings (40% of the NRA), one property
is flex-industrial (33% of the NRA), one property is mixed-use office warehouse
(18% of the NRA) and one property is comprised of a 10,000 square foot retail
center and a 25,000 square foot industrial building.

     More specific information about each property is set forth in the tables
below.



-------------------------- --------------- ----------- ------------- ------------ ---------- ---------- ------------- -------------
                                             YEAR       ALLOCATED
                                             BUILT/      CUT-OFF      OWNERSHIP                                        APPRAISED
PROPERTY (1)               LOCATION        RENOVATED   LOAN BALANCE   INTEREST       NRA     % LEASED     U/W NCF        VALUE
-------------------------- --------------- ----------- ------------- ------------ ---------- ---------- ------------- -------------

5900 Broken Sound Plaza    Boca Raton, FL  2001 / NAP  $12,560,000       Fee       73,191     100.0%     $1,221,979   $18,000,000
-------------------------- --------------- ----------- ------------- ------------ ---------- ---------- ------------- -------------
6000 Broken Sound Plaza    Boca Raton, FL  2001 / NAP  $12,165,000       Fee       72,763     100.0%       $907,988   $15,000,000
-------------------------- --------------- ----------- ------------- ------------ ---------- ---------- ------------- -------------
Rogers Circle              Boca Raton, FL  1987 / NAP  $10,000,000       Fee      122,390      88.8%       $872,866   $12,900,000
-------------------------- --------------- ----------- ------------- ------------ ---------- ---------- ------------- -------------
Newhouse Business Center   Boca Raton, FL  1999 / NAP   $7,550,000       Fee       66,100     100.0%       $679,542   $10,500,000
-------------------------- --------------- ----------- ------------- ------------ ---------- ---------- ------------- -------------
                           Deerfield
Colonnade Plaza            Beach, FL       2002 / NAP   $4,725,000       Fee       35,000     100.0%       $421,031    $6,300,000
-------------------------- --------------- ----------- ------------- ------------ ---------- ---------- ------------- -------------
TOTAL PORTFOLIO / WTD.                                 $47,000,000                369,444      96.3%     $4,103,406   $62,700,000
AVG.
-------------------------- --------------- ----------- ------------- ------------ ---------- ---------- ------------- -------------


(1)  The 5900 Broken Sound Plaza and 6000 Broken Sound Plaza properties are
     suburban office properties. The Rogers Circle property is a flex industrial
     property. The Newhouse Business Center property is a mixed use
     (office/warehouse) property. The Colonnade Plaza property is a mixed use
     (Office/Retail/Warehouse) property.



------------------- ------------------- --------- ---------- ---------- ----------- ----------- ---------- ------------ -----------
                                                                                                  % OF        % OF
                                                   % OF       % OF                   U/W BASE   PROPERTY    PORTFOLIO
                                        TENANT    PROPERTY   PORTFOLIO   U/W BASE    RENT ($    U/W BASE    U/W BASE      LEASE
PROPERTY            LARGEST TENANT        NRA        NRA        NRA        RENT      PER NRA)     RENT        RENT      EXPIRATION
------------------- ------------------- --------- ---------- ---------- ----------- ----------- ---------- ------------ -----------

5900 Broken Sound   SBA                  73,191      100%       20%     $1,415,514    $19.34       100%         30%     02/28/2012
Plaza               Communications
------------------- ------------------- --------- ---------- ---------- ----------- ----------- ---------- ------------ -----------
6000 Broken Sound
Plaza               Taylor & Francis     42,927       59%       12%      $622,442     $14.50        58%         13%     01/31/2016
------------------- ------------------- --------- ---------- ---------- ----------- ----------- ---------- ------------ -----------
Newhouse Business
Center              Freescale            30,018       45%        8%      $372,632     $12.41        50%          8%     02/28/2010
------------------- ------------------- --------- ---------- ---------- ----------- ----------- ---------- ------------ -----------
Colonnade Plaza     Pool People, Inc.    25,000       71%        7%      $288,000     $11.52        61%          6%     02/28/2011
------------------- ------------------- --------- ---------- ---------- ----------- ----------- ---------- ------------ -----------
Rogers Circle       W.W. Grainger        20,600       17%        6%      $144,200      $7.00        14%          3%     03/31/2011
------------------- ------------------- --------- ---------- ---------- ----------- ----------- ---------- ------------ -----------




---------------------------------------------------------------------------------------------------------------------------------
                                                 LEASE ROLLOVER SCHEDULE (1)

                              # OF                                        CUMULATIVE
                             LEASES       TOTAL SF      % OF TOTAL SF      TOTAL SF      CUMULATIVE % OF    AVG. BASE RENT PER
          YEAR              EXPIRING      EXPIRING        EXPIRING         EXPIRING        SF EXPIRING          SF EXPIRING
-------------------------- ------------ -------------- ---------------- ---------------- ----------------- ----------------------

         Vacant                --         13,700              4%            13,700                4%                  --
-------------------------- ------------ -------------- ---------------- ---------------- ----------------- ----------------------
          2006                  3          7,500              2%            21,200                6%              $18.33
-------------------------- ------------ -------------- ---------------- ---------------- ----------------- ----------------------
          2007                  1          2,500              1%            23,700                6%              $19.30
-------------------------- ------------ -------------- ---------------- ---------------- ----------------- ----------------------
          2008                  1         16,775              5%            40,475               11%               $8.24
-------------------------- ------------ -------------- ---------------- ---------------- ----------------- ----------------------
          2009                  3         32,074              9%            72,549               20%               $8.27
-------------------------- ------------ -------------- ---------------- ---------------- ----------------- ----------------------
          2010                  6         76,799             21%           149,348               40%              $12.49
-------------------------- ------------ -------------- ---------------- ---------------- ----------------- ----------------------
          2011                  5         69,832             19%           219,180               59%               $9.59
-------------------------- ------------ -------------- ---------------- ---------------- ----------------- ----------------------
          2012                  2         79,041             21%           298,221               81%              $18.56
-------------------------- ------------ -------------- ---------------- ---------------- ----------------- ----------------------
          2013                  2         28,296              8%           326,517               88%              $10.00
-------------------------- ------------ -------------- ---------------- ---------------- ----------------- ----------------------
          2014                 --             --              --           326,517               88%                  --
-------------------------- ------------ -------------- ---------------- ---------------- ----------------- ----------------------
          2015                 --             --              --           326,517               88%                  --
-------------------------- ------------ -------------- ---------------- ---------------- ----------------- ----------------------
       Thereafter               1         42,927             12%           369,444              100%              $14.50
-------------------------- ------------ -------------- ---------------- ---------------- ----------------- ----------------------


(1)  The above table represents the rollover based on the entire portfolio. The
     information in the table is based on the underwritten rent roll.

     PROPERTY MANAGEMENT. The properties are managed by Paige Associates, Inc.,
an affiliate of the borrowers, doing business in Florida as Paige Charters Inc.

     ADDITIONAL INDEBTEDNESS. There is no existing mezzanine debt. Future
mezzanine debt is permitted, subject to certain conditions set forth in the
mortgage loan documents, including, among others, a maximum aggregate loan to
value ("LTV") ratio not to exceed 75% and a combined debt service coverage ratio
("DSCR") to be equal to or greater than 1.15x.

     SUBSTITUTION AND RELEASE OF PROPERTIES. After the lockout period, the loan
may be partially defeased based on 110% of the original allocated loan amount
and an individual property may be released from the collateral securing the
loan, subject to certain conditions including but not limited to (i) no event of
default will have occurred, (ii) borrower will pay all reasonable costs and
expenses associated with the release, (iii) the DSCR after giving effect to the
release is greater than or equal to 1.15x (based on a 7.30% loan constant), (iv)
the LTV after giving effect to the release is equal to or less than the LTV as
of the closing date (approximately 75%), and (v) adequate reserves have been
pledged, as determined by lender, for rollover concentration projected for the
remaining portfolio. In the event of a permitted sale or assumption of an
individual property, such property will be released from the cross
collateralization and cross default provisions of the loan documents for the
remaining loan properties subject to the satisfaction of certain conditions.
Substitution is not permitted.

                                      D-20




                 MORTGAGE LOAN NO. 5 -- SOUTHDALE OFFICE CENTRE








                               [5 PHOTOS OMITTED]








                                      D-21



                 MORTGAGE LOAN NO. 5 -- SOUTHDALE OFFICE CENTRE








                                  [MAP OMITTED]








                                      D-22




                 MORTGAGE LOAN NO. 5 -- SOUTHDALE OFFICE CENTRE

---------------------------------------------------------------
                       LOAN INFORMATION
---------------------------------------------------------------
MORTGAGE LOAN SELLER:          WFB

LOAN PURPOSE:                  Acquisition

ORIGINAL BALANCE:              $44,500,000

CUT-OFF DATE BALANCE:          $44,500,000

FIRST PAYMENT DATE:            06/01/2006

INTEREST RATE:                 6.18500%

AMORTIZATION TERM:             Months 1-60: Interest Only
                               Months 61-120: 360 months

ARD:                           No

ANTICIPATED REPAYMENT DATE:    NAP

MATURITY DATE:                 05/01/2016

EXPECTED MATURITY BALANCE:     $41,796,550

SPONSOR:                       Dennis Doyle

INTEREST CALCULATION:          Actual/360

CALL PROTECTION:               35-payment lockout from the
                               first payment date, with U.S.
                               Treasury defeasance for the
                               following 81 payments, and open
                               to prepayment without premium
                               thereafter through maturity.

CUT-OFF DATE BALANCE PER SF:   $99.26

UP-FRONT RESERVES:             RE Taxes:       $221,470

                               Insurance:      $36,225

                               TI/LC:(1)       $1,000,000

                               Holdback:(2)    $1,000,000

ONGOING RESERVES:              RE Taxes:       $110,735 / month

                               Insurance:      $4,025 / month

                               Replacement:(3) $7,471 / month

LOCKBOX:(4)                    Springing Hard
---------------------------------------------------------------


---------------------------------------------------------------
                     PROPERTY INFORMATION
---------------------------------------------------------------
SHADOW RATING:             NAP

SINGLE ASSET/PORTFOLIO:    Single Asset

PROPERTY TYPE:             Office

PROPERTY SUB-TYPE:         Suburban

LOCATION:                  Edina, MN

YEAR BUILT/RENOVATED:      1967 - 1974, 1991 / NAP

PERCENT LEASED (AS OF):    82.8% (02/28/2006)

NET RENTABLE AREA:         448,299

THE COLLATERAL:            Six-building, suburban office
                           complex located in Edina, Minnesota

OWNERSHIP INTEREST:        Fee

PROPERTY MANAGEMENT:       Welsh Companies, LLC

MOST RECENT NOI (AS OF):   $3,855,636 (TTM 12/31/2005)

2ND RECENT NOI (AS OF):    $4,247,766 (TTM 12/31/2004)

3RD RECENT NOI (AS OF):    $5,058,338 (TTM 12/31/2003)

U/W NET OP. INCOME:        $4,537,278

U/W NET CASH FLOW:         $4,077,292

APPRAISED VALUE (AS OF):   $57,500,000 (03/09/2006)

CUT-OFF DATE LTV RATIO:    77.4%

LTV RATIO AT MATURITY:     72.7%

U/W DSCR:                  1.46x

U/W DSCR POST IO:          1.25x
---------------------------------------------------------------

(1)  If a disbursement is made from the TI/LC impound and the balance of the
     TI/LC impound is less than $1,000,000, borrower shall be required to pay
     the amount of $30,861 monthly until the amount of $1,000,000 has been
     achieved.

(2)  On May 1, 2008 ("Holdback Disbursement Date") and no more than three times
     prior to the Holdback Disbursement Date, borrower may request that lender
     determine if holdback conditions have been satisfied: the conditions are:
     (i) no default under the loan shall have occurred; (ii) borrower shall have
     delivered evidence to lender that economic occupancy is at least 87%; (iii)
     borrower shall have delivered evidence that the property has achieved a net
     operating revenue that results in a DSCR of no less than 0.87x (assuming a
     10% loan constant on the outstanding principal balance of the note) and
     actual DSCR of 1.20x and (iv) borrower shall deliver evidence that LTV does
     not exceed 80%. DSCR will be calculated based on the P&I payment amount and
     30-year amortization. Borrower may request a partial disbursement of the
     holdback on May 1, 2008 if all conditions have been satisfied other than
     section (iii) above. The amount of the partial draw shall be equal to the
     largest amount that satisfies the tests for DSCR mentioned above. If
     borrower does not satisfy these conditions, the proceeds will be held by
     the lender as additional collateral for the loan.

(3)  This reserve will be capped and maintained at $300,000.

(4)  The lender has the ability to initiate a cash flow sweep in the event the
     actual debt service coverage ratio (assuming a 30-year amortization
     schedule) falls below 1.10x. Sweep will be suspended once the debt service
     ratio reaches 1.20x based on the property's trailing twelve months
     operating statements.

THE SOUTHDALE OFFICE CENTRE LOAN.

     THE LOAN. The fifth largest loan (the "Southdale Office Centre Loan") as
evidenced by the Promissory Note (the "Southdale Office Centre Note") secured by
a first priority fee Deed of Trust and Absolute Assignment of Rents and Leases
and Security Agreement (the "Southdale Office Centre Mortgage") encumbering the
448,299 square foot suburban office property located in Edina, Minnesota. The
Southdale Office Centre Loan was originated on April 20, 2006 by or on behalf of
Wells Fargo Bank, National Association.

     THE BORROWER. The co-borrowers are Southdale Office, LLC, a Delaware
limited liability company, and KADO Southdale Investment, LLC, a Delaware
limited liability company, as tenants in common (the "Southdale Office Centre
Borrower"). The Southdale Office Centre Borrower is a Level V single-purpose
entity that owns no material assets other than the mortgaged property and
related interests. A non-consolidation opinion was delivered at origination.
Southdale Office, LLC will own a 78.3% interest, and KADO Southdale Investment,
LLC will own a 21.7% interest. Southdale Office, LLC is 100% owned by Welsh
Institutional Investments, LLC, which is owned by GEBAM, Inc.

                                      D-23



(95.8%) and DoyleInvest II, LLC (4.2%). GEBAM, Inc. is wholly owned by General
Electric Capital Corporation. KADO Southdale Investment, LLC is 100% owned by
Kado Investment Partners, LLC, which is owned by Welsh Holdings, LLC (62.5%) and
Welsh Ventures, LLC (37.6%).

     THE PROPERTY. The Southdale Office Centre Property is a 6-building, 448,299
square foot office complex with a Pizzeria Uno restaurant and a stand-alone bank
branch (Metropolitan Bank). The Southdale Office Centre Property is located at
6600-6800 France Avenue South in Edina, Minnesota, about seven miles southwest
of downtown Minneapolis. The Southdale Office Centre Property consists of four
office buildings connected by ground level enclosed walkways and on-site
amenities include a cafeteria, a sundries shop, fitness center, underground
parking garages, 24-hour on-site security guards and a security card access
system. The Southdale Office Centre Property is located on France Avenue South,
a six-lane north/south arterial connecting to I-494 and State Route 62. The
Southdale Office Centre Property is located across from the Southdale Mall, a
regional shopping center, and Fairview Southdale Hospital, a full service
medical facility

     SIGNIFICANT TENANTS: As of February 28, 2006, Southdale Office Centre was
approximately 82.8% leased by 74 tenants.

     Edina Financial Services leases 91,812 square feet (20.5% of the NRSF)
under a lease expiring November 2011 (5.6% of the Edina space expires in 2006).
Edina Financial Services, Inc. is part of Edina Realty. Edina Realty is a
subsidiary of HomeServices of America, a Berkshire Hathaway affiliate. With its
headquarters at Southdale Office Centre, Edina Realty is one of the nation's
largest real estate companies with more than 90 real estate offices throughout
Minnesota, North Dakota and Wisconsin and more than 3,400 sales associates. The
company's affiliates include Edina Realty Mortgage, Edina Realty Title, and
Edina Realty Relocation.

More specific information about the property is set forth in the tables below:



-------------------------------- --------------  ----------- ---------- ---------------- ------------- -------------- --------------
                                                                                          % OF TOTAL    ANNUALIZED
                                  CREDIT RATING                           ANNUALIZED      ANNUALIZED   UNDERWRITTEN
                                     (FITCH/                             UNDERWRITTEN    UNDERWRITTEN    BASE RENT       LEASE
TENANT NAME                      MOODY'S/S&P)(1) TENANT NRA   % OF NRA   BASE RENT ($)    BASE RENT     ($ PER NRA)    EXPIRATION
-------------------------------- --------------  ----------- ---------- ---------------- ------------- -------------- --------------

Edina Financial Services, Inc.     --/--/--         91,812       20%      $1,417,707         30%          $15.44       11/30/2011(2)
-------------------------------- --------------  ----------- ---------- ---------------- ------------- -------------- --------------
Fortis Benefits Insurance Co.      --/--/--         37,902        8%        $379,020          8%          $10.00       02/28/2007
-------------------------------- --------------  ----------- ---------- ---------------- ------------- -------------- --------------
Intrepid Companies, Inc.           --/--/--         30,782        7%        $361,688          8%          $11.75       10/31/2008
-------------------------------- --------------  ----------- ---------- ---------------- ------------- -------------- --------------
Crown Bankshares, Inc.             --/--/--         11,205        3%        $148,466          3%          $13.25       11/30/2010
-------------------------------- --------------  ----------- ---------- ---------------- ------------- -------------- --------------
Total/Weighted Average                             171,701       38%      $2,306,881         49%          $13.44
-------------------------------- --------------  ----------- ---------- ---------------- ------------- -------------- --------------

-------------------------------- --------------  ----------- ---------- ---------------- ------------- -------------- --------------
Other Tenants(3)                     NAP           199,518       45%      $2,378,546         51%          $11.92       Various
-------------------------------- --------------  ----------- ---------- ---------------- ------------- -------------- --------------
Vacant Space                         NAP            77,080       17%              $0          0%           $0.00         NAP
-------------------------------- --------------  ----------- ---------- ---------------- ------------- -------------- --------------
Total/Weighted Average(3)                          448,299      100%      $4,685,427        100%          $12.62
-------------------------------- --------------  ----------- ---------- ---------------- ------------- -------------- --------------


(1)  Certain ratings are those of the parent company whether or not the parent
     guarantees the lease.

(2)  Approximately 5.6% (5,103 square feet) of the Edina Financial Services,
     Inc. ("Edina") space expires in 2006. This space accounts for approximately
     5.2% of the total Edina Annualized Underwritten Base Rent.

(3)  Includes 9,095 square feet of common area, amenity, utility or Midwest
     Foods Services space as described in footnotes (1) and (2) (below) and may
     or may not directly contribute income to the property.



---------------------------------------------------------------------------------------------------------------------------------
                                                  LEASE ROLLOVER SCHEDULE(1)

                        # OF
                       LEASES        TOTAL SF       % OF TOTAL SF     CUMULATIVE TOTAL   CUMULATIVE % OF SF     AVG. BASE RENT
       YEAR           EXPIRING       EXPIRING          EXPIRING         SF EXPIRING           EXPIRING         PER SF EXPIRING
-------------------- ------------ ---------------- ----------------- ------------------- -------------------- -------------------

      Vacant             --           77,080               17%              77,080                17%                   --
-------------------- ------------ ---------------- ----------------- ------------------- -------------------- -------------------
     MTM ((2))            7            5,943                1%              83,023                19%                   --
-------------------- ------------ ---------------- ----------------- ------------------- -------------------- -------------------
       2006              12           19,042                4%             102,065                23%               $13.73
-------------------- ------------ ---------------- ----------------- ------------------- -------------------- -------------------
       2007              13           68,173               15%             170,238                38%               $10.78
-------------------- ------------ ---------------- ----------------- ------------------- -------------------- -------------------
       2008              11           49,580               11%             219,818                49%               $12.34
-------------------- ------------ ---------------- ----------------- ------------------- -------------------- -------------------
       2009               8           17,359                4%             237,177                53%               $12.50
-------------------- ------------ ---------------- ----------------- ------------------- -------------------- -------------------
    2010 ((3))           13           49,254               11%             286,431                64%               $11.50
-------------------- ------------ ---------------- ----------------- ------------------- -------------------- -------------------
       2011              23          121,176               27%             407,607                91%               $14.75
-------------------- ------------ ---------------- ----------------- ------------------- -------------------- -------------------
       2012               5           27,060                6%             434,667                97%               $12.67
-------------------- ------------ ---------------- ----------------- ------------------- -------------------- -------------------
       2013               2            9,531                2%             444,198                99%               $10.97
-------------------- ------------ ---------------- ----------------- ------------------- -------------------- -------------------
       2014               1              917                --             445,115                99%               $11.50
-------------------- ------------ ---------------- ----------------- ------------------- -------------------- -------------------
       2015               1            3,184                1%             448,299               100%               $15.00
-------------------- ------------ ---------------- ----------------- ------------------- -------------------- -------------------
    Thereafter           --               --                --             448,299               100%                   --
-------------------- ------------ ---------------- ----------------- ------------------- -------------------- -------------------


(1)  The information in the table is based on the underwritten rent roll.

(2)  5,943 square feet of MTM space as presented above is currently used for
     common area, amenity space or utility purposes (i.e. tenant conference
     rooms, building management office, fire command station, etc.). This space
     is not leased or directly contributes income to the property.

(3)  49,254 square feet of space expiring in 2010 includes 3,152 square feet of
     space leased to Midwest Food Services. This tenant operates a cafeteria,
     and is considered an amenity to the property. Additionally Midwest Food
     Services only pays percentage rent, which has been underwritten as "Other
     Income". For the purpose of this rollover schedule's Average Rent per SF
     Expiring calculation, the numerator does not include any rent contributed
     by Midwest Food Services, however the denominator includes the Midwest Food
     Services area. Excluding the subject tenant's area; the Average Rent per SF
     Expiring in 2010 equals $12.28.


                                      D-24





     PROPERTY MANAGEMENT. The Southdale Office Centre Property is managed by the
Welsh Companies, LLC.

     ADDITIONAL INDEBTEDNESS.  Not Allowed.

     GROUND LEASE. None.

     RELEASE OF PARCELS.  Not Allowed.







                                      D-25
















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                                      D-26



                    MORTGAGE LOAN NO. 6 -- TOWER AT ERIEVIEW







                               [4 PHOTOS OMITTED]




                                      D-27



                    MORTGAGE LOAN NO. 6 -- TOWER AT ERIEVIEW







                                  [MAP OMITTED]




                                      D-28




                    MORTGAGE LOAN NO. 6 -- TOWER AT ERIEVIEW

-----------------------------------------------------------------
                       LOAN INFORMATION
-----------------------------------------------------------------
MORTGAGE LOAN SELLER:          BSCMI

LOAN PURPOSE:                  Refinance

ORIGINAL BALANCE:              $43,500,000

CUT-OFF DATE BALANCE:          $43,500,000

FIRST PAYMENT DATE:            05/01/2006

INTEREST RATE:                 6.06500%

AMORTIZATION TERM:             Months 1-48: Interest Only
                               Months 49-120: 360 months

ARD:                           No

ANTICIPATED REPAYMENT DATE:    NAP

MATURITY DATE:                 04/01/2016

EXPECTED MATURITY BALANCE:     $40,123,012

SPONSORS:                      Werner Minshall and John Stewart

INTEREST CALCULATION:          Actual/360

CALL PROTECTION:               47-payment lockout from the first
                               payment date, with U.S. Treasury
                               defeasance for the following 72 payments,
                               and open to prepayment without premium
                               thereafter through maturity.

CUT-OFF DATE BALANCE PER SF:   $61.86

UP-FRONT RESERVES:             RE Taxes:           $298,141

                               Insurance:          $56,848

                               Deferred            $398,610
                               Maintenance:

                               Replacement:        $12,231

                               TI/LC:              $37,500

                               Other:(1)           $2,077,939

ONGOING RESERVES:              RE Taxes:           $74,535 / month

                               Insurance:          $14,212 / month

                               Replacement:        $12,231 / month

                               TI/LC:              $37,500 / month

LOCKBOX:                       Hard
-----------------------------------------------------------------

---------------------------------------------------------------
                     PROPERTY INFORMATION
---------------------------------------------------------------
SHADOW RATING:                NAP

SINGLE ASSET/PORTFOLIO:       Single Asset

PROPERTY TYPE:                Office

PROPERTY SUB-TYPE:            Urban

LOCATION:                     Cleveland, OH

YEAR BUILT/RENOVATED:         1964 / 1987, 2003-2005

PERCENT LEASED (AS OF):       89.8% (03/23/2006)

NET RENTABLE AREA:            703,205

THE COLLATERAL:               40-story office tower with an
                              attached parking garage
                              containing 429 parking spaces
                              located in Cleveland, Ohio.

OWNERSHIP INTEREST:           Fee

PROPERTY MANAGEMENT:          Minshall Development Company, Inc.

MOST RECENT NOI (AS OF):      $3,918,336 (TTM 12/31/2005)

2ND MOST RECENT NOI (AS OF):  $2,197,650 (TTM 12/31/2004)

3RD MOST RECENT NOI (AS OF):  $4,069,587 (TTM 12/31/2003)

U/W NET OP. INCOME:           $4,899,320

U/W NET CASH FLOW:            $4,192,009

APPRAISED VALUE (AS OF):      $60,000,000 (12/01/2005)

CUT-OFF DATE LTV RATIO:       72.5%

LTV RATIO AT MATURITY:        66.9%

U/W DSCR:                     1.57x

U/W DSCR POST IO:             1.33x
---------------------------------------------------------------

(1)  A reserve of $2,077,939 was required origination which is comprised of the
     following: Weston Hurd Escrow ($1,390,000), NEBS Holdback ($500,000) and
     Barnes Distribution Escrow ($187,939).

THE TOWER AT ERIEVIEW LOAN.

     THE LOAN. The sixth largest loan (the "Tower at Erieview Loan") is a
$43,500,000 first mortgage loan secured by the borrower's fee interest in the
Tower at Erieview property located in Cleveland, Ohio.

     THE BORROWER. The borrower, Erieview Tower & Parking, LLC, is a single
purpose entity that owns no material assets other than the mortgaged property
and related interests. The managing member of the borrower is structured with
one independent director. A non-consolidation opinion was delivered at
origination. The sponsors, Werner Minshall and John Stewart, are the founding
members of Minshall Stewart Properties ("Minshall Stewart"). Minshall Stewart is
a full service real estate investment firm that is headquartered in Washington,
DC and has regional offices in Cleveland, Ohio and in Denver, Colorado. The
company's portfolio currently consists of 2,137,000 square feet of commercial
space in suburban Washington, DC, Cleveland and Columbus, Ohio, and Denver,
Colorado. Minshall Stewart also has 560 residential units, which are located in
West Virginia and suburban Detroit, Michigan.


                                      D-29



     THE PROPERTY. Tower at Erieview is a 703,205 square foot, 40-story office
tower located in Cleveland, Ohio. The property is 89.8% leased to approximately
50 tenants which include law firms, research companies, distribution companies,
and retail office tenants. The property is located within the Cleveland CBD and
is positioned within a 4 block radius of several commuter corridors and public
transportation stations. The property has a 429 space heated parking garage for
driving commuters with direct access from the property into the garage. The
Tower at Erieview is also attached via a walkway to the Galleria, an enclosed
mall which offers additional amenities including a food court and various
national retailers. Since acquiring the property in December 2002, the sponsors
have spent approximately $12 million in building and tenant improvements.

More specific information about the property is set forth in the tables below:



----------------------------- ----------------- ------------ ---------- ------------- -------------- --------------- ------------
                                                                         ANNUALIZED    % OF TOTAL      ANNUALIZED
                               CREDIT RATING                            UNDERWRITTEN   ANNUALIZED     UNDERWRITTEN
                                  (FITCH/                                BASE RENT    UNDERWRITTEN     BASE RENT        LEASE
TENANT NAME                   MOODY'S/S&P)(1)   TENANT NRA   % OF NRA       ($)         BASE RENT     ($ PER NRA)    EXPIRATION
----------------------------- ----------------- ------------ ---------- ------------- -------------- --------------- ------------

Barnes Group, Inc.               --/--/--          62,490        9%      $831,909           7%           $13.31       08/31/2014
----------------------------- ----------------- ------------ ---------- ------------- -------------- --------------- ------------
Walter & Haverfield              --/--/--          43,590        6%      $781,668           7%           $17.93       01/09/2019
----------------------------- ----------------- ------------ ---------- ------------- -------------- --------------- ------------
Duvin, Cahn, & Hutton, LPA       --/--/--          40,076        6%      $892,867           8%           $22.28       08/31/2008
----------------------------- ----------------- ------------ ---------- ------------- -------------- --------------- ------------
Weston Hurd                      --/--/--          39,720        6%      $694,166           6%           $17.48       12/04/2020
----------------------------- ----------------- ------------ ---------- ------------- -------------- --------------- ------------
Lesco, Inc.                      --/--/--          39,414        6%      $617,362           6%           $15.66       05/31/2010
----------------------------- ----------------- ------------ ---------- ------------- -------------- --------------- ------------
Kahn Kleinman & Arnson, Co.      --/--/--          35,761        5%      $804,303           7%           $22.49       06/30/2009
----------------------------- ----------------- ------------ ---------- ------------- -------------- --------------- ------------
CGI-AMS, Inc.                    --/--/--          31,290        4%      $575,392           5%           $18.39       12/24/2009
----------------------------- ----------------- ------------ ---------- ------------- -------------- --------------- ------------
Emerald Health Network           --/--/--          29,357        4%      $466,446           4%           $15.89       01/31/2010
----------------------------- ----------------- ------------ ---------- ------------- -------------- --------------- ------------
Dollar Bank                      --/--/--          28,898        4%      $648,080           6%           $22.43       08/31/2009
----------------------------- ----------------- ------------ ---------- ------------- -------------- --------------- ------------
Acordia of Ohio, Inc.            --/--/--          21,125        3%      $377,128           3%           $17.85       05/31/2013
----------------------------- ----------------- ------------ ---------- ------------- -------------- --------------- ------------
TOTAL/WEIGHTED AVERAGE                            371,721       53%     $6,689,322         60%           $18.00
----------------------------- ----------------- ------------ ---------- ------------- -------------- --------------- ------------

----------------------------- ----------------- ------------ ---------- ------------- -------------- --------------- ------------
Other Tenants                       NAP           259,468       37%     $4,509,348         40%           $17.38       Various
----------------------------- ----------------- ------------ ---------- ------------- -------------- --------------- ------------
Vacant Space                        NAP            72,016       10%            $0           0%            $0.00         NAP
----------------------------- ----------------- ------------ ---------- ------------- -------------- --------------- ------------
TOTAL/WEIGHTED AVERAGE                            703,205      100%     $11,198,670       100%           $17.74
----------------------------- ----------------- ------------ ---------- ------------- -------------- --------------- ------------

(1)  Certain ratings are those of the parent company whether or not the parent
     guarantees the lease.



---------------------------------------------------------------------------------------------------------------------------------
                                                 LEASE ROLLOVER SCHEDULE(1)

                      # OF LEASES                          % OF TOTAL SF    CUMULATIVE TOTAL    CUMULATIVE %     AVG. BASE RENT
       YEAR           EXPIRING (2)   TOTAL SF EXPIRING       EXPIRING          SF EXPIRING     OF SF EXPIRING   PER SF EXPIRING
-------------------- --------------- ------------------- ------------------ ------------------ ---------------- -----------------

      Vacant               --             72,016                10%                72,016            10%               --
-------------------- --------------- ------------------- ------------------ ------------------ ---------------- -----------------
        MTM                6               7,032                1%                 79,048            11%             $0.34
-------------------- --------------- ------------------- ------------------ ------------------ ---------------- -----------------
       2006                6              15,033                2%                 94,081            13%             $20.32
-------------------- --------------- ------------------- ------------------ ------------------ ---------------- -----------------
       2007                8              17,102                2%                111,183            16%             $19.66
-------------------- --------------- ------------------- ------------------ ------------------ ---------------- -----------------
       2008                13             82,675                12%               193,858            28%             $22.95
-------------------- --------------- ------------------- ------------------ ------------------ ---------------- -----------------
       2009                14            134,069                19%               327,927            47%             $20.86
-------------------- --------------- ------------------- ------------------ ------------------ ---------------- -----------------
       2010                14             98,114                14%               426,041            61%             $15.89
-------------------- --------------- ------------------- ------------------ ------------------ ---------------- -----------------
       2011                4              22,045                3%                448,086            64%             $16.19
-------------------- --------------- ------------------- ------------------ ------------------ ---------------- -----------------
       2012                --                 --                --                448,086            64%               --
-------------------- --------------- ------------------- ------------------ ------------------ ---------------- -----------------
       2013                5              29,100                4%                477,186            68%             $17.29
-------------------- --------------- ------------------- ------------------ ------------------ ---------------- -----------------
       2014                12             81,278                12%               558,464            79%             $12.68
-------------------- --------------- ------------------- ------------------ ------------------ ---------------- -----------------
       2015                4              28,671                4%                587,135            83%             $17.47
-------------------- --------------- ------------------- ------------------ ------------------ ---------------- -----------------
    Thereafter             11            116,070               17%                703,205           100%             $16.46
-------------------- --------------- ------------------- ------------------ ------------------ ---------------- -----------------


(1)  The information in the table is based on the underwritten rent roll.

(2)  For the purposes of this column, each leased tenant space was considered a
     separate tenant lease even if multiple tenant spaces were covered under the
     same lease.

     PROPERTY MANAGEMENT. The property is managed by Minshall Development
Company, Inc., an affiliate of the borrower.

     ADDITIONAL INDEBTEDNESS. The borrower has incurred mezzanine debt in the
amount of $8,566,308 with RAIT Investment Trust, which is not secured by the
property and held outside the trust. RAIT Investment Trust (NYSE:RAS) is a
specialty finance company focused on the mid-sized commercial real estate
industry. RAIT provides structured financing to private and corporate owners of
real estate, including senior and junior mortgage debt and mezzanine lending,
and acquires real estate for its own account. This additional debt is subject to
an inter-creditor agreement.

     GROUND LEASE. None.

     RELEASE OF PARCELS. Not Allowed.

                                      D-30





              MORTGAGE LOAN NO. 7 -- EMBASSY OFFICE PARK - POOL A




                               [4 PHOTOS OMITTED]









                                      D-31





              MORTGAGE LOAN NO. 7 -- EMBASSY OFFICE PARK - POOL A




                                  [MAP OMITTED]









                                      D-32



              MORTGAGE LOAN NO. 7 -- EMBASSY OFFICE PARK - POOL A

-----------------------------------------------------------------
                        LOAN INFORMATION
-----------------------------------------------------------------
MORTGAGE LOAN SELLER:          PMCF

LOAN PURPOSE:                  Acquisition

ORIGINAL BALANCE:              $36,350,000

CUT-OFF DATE BALANCE:          $36,350,000

FIRST PAYMENT DATE:            05/05/2006

INTEREST RATE:                 5.86000%

AMORTIZATION TERM:             Months 1-36: Interest Only

                               Months 37-120: 360 months

ARD:                           No

ANTICIPATED REPAYMENT DATE:    NAP

MATURITY DATE:                 04/05/2016

EXPECTED MATURITY BALANCE:     $32,809,685

SPONSOR:                       Mark R. Munsell

INTEREST CALCULATION:          Actual/360

CALL PROTECTION:               27-payment lockout from the first
                               payment date, with U.S. Treasury
                               defeasance for the following 89
                               payments, and open to prepayment
                               without premium thereafter through
                               the maturity date.

CUT-OFF DATE BALANCE PER SF:   $119.41

UP-FRONT RESERVES:             Insurance:        $6,567

                               Other:(1)(2)      $264,734

ONGOING RESERVES:              RE Taxes:         $49,660 / month

                               Insurance:        $3,283 / month

                               Replacement:(3)   $6,345 / month

                               TI/LC:(4)         $29,400 / month

                               Other:(5)         Springing

LOCKBOX:                       None
-----------------------------------------------------------------


-----------------------------------------------------------------
                    PROPERTY INFORMATION
-----------------------------------------------------------------
SHADOW RATING:              NAP

SINGLE ASSET/PORTFOLIO:     Portfolio

PROPERTY TYPE:              Office

PROPERTY SUB-TYPE:          Suburban

LOCATION:                   Fairlawn, OH

YEAR BUILT/RENOVATED:       Various - See Table

PERCENT LEASED (AS OF):     90.1% (03/28/2006)

NET RENTABLE AREA:          304,416

THE COLLATERAL:             Five properties located in
                            Fairlawn, Ohio.

OWNERSHIP INTEREST:         Fee

PROPERTY MANAGEMENT:        John Dellagnese & Associates

MOST RECENT NOI (AS OF):    $3,164,428 (TTM 12/31/2005)

2ND RECENT NOI (AS OF):     $3,071,475 (TTM 12/31/2004)

3RD RECENT NOI (AS OF):     $2,987,042 (TTM 12/31/2003)

U/W NET OP. INCOME:         $3,472,906

U/W NET CASH FLOW:          $3,044,664

APPRAISED VALUE (AS OF):    $45,700,000 (01/23/2006)

CUT-OFF DATE LTV RATIO:     79.5%

LTV RATIO AT MATURITY:      71.8%

U/W DSCR:                   1.41x

U/W DSCR POST IO:           1.18x
-----------------------------------------------------------------

(1)  A reserve of $200,000 was collected at origination. Funds will be disbursed
     when the properties are producing an aggregate annual base rent of
     $4,931,525 (inclusive of any master lease rental payments). Funds may be
     partially released, one time only, at the rate of $11.76 for each dollar of
     base rent in excess of $4,914,525.

(2)  A tenant holdback reserve of $64,734 was collected at origination. This
     reserve consists of amounts held for tenant improvements on spaces in the
     3700 Embassy Parkway Building ($44,295), the 4040 Embassy Parkway Building
     ($10,595), and the 3560 West Market Office Building ($9,844). Each of these
     reserves will be released upon satisfaction of the conditions specified in
     the loan documents, which generally include that (i) specified tenants have
     taken occupancy of the related space and are paying their respective full
     contractual rent; (ii) all tenant improvements have been completed; and
     (iii) the tenant and/or tenants deliver an estoppel certificate.

(3)  Monthly deposits are not required at any time the replacement reserve has a
     balance of $230,000 or more.

(4)  Monthly deposits are not required at any time the TI/LC reserve has a
     balance of $600,000 or more. Monthly deposits may also be adjusted as
     described in "Release of Properties" and "Partial Assumption of Loan"
     below.

(5)  In the event of a sale of any property that is security for the loan (see
     "Substitution and Release of Properties" below), a reserve must be
     established in the amount of $13.04/SF for each square foot of unoccupied
     or unimproved space on the fifth floor of the 3700 Embassy Parkway Building
     that has not been brought to "white box" condition at the time of such
     sale.

THE EMBASSY OFFICE PARK - POOL A LOAN.

     THE LOAN. The seventh largest loan (the "Embassy Office Park Loan") is a
$36,350,000 first mortgage loan secured by the borrower's fee interest in five
office properties located in Fairlawn, Ohio (the "Embassy Office Park
Portfolio").

     THE BORROWER. The borrowers, 3500 Embassy LLC, 3700 Embassy LLC, 3875
Embassy LLC, 4040 Embassy LLC, and 3560 W Market LLC (collectively the, "Embassy
Office Park Borrower"), are single purpose entities that own no material assets
other than the respective Embassy Office Park Portfolio properties and related
interests. Each borrower is a single member Ohio limited liability company whose
sole member is a single member Delaware limited liability company structured
with an independent manager. A non-consolidation opinion was delivered at
origination. The sponsor of the loan is Mark R. Munsell, President and sole
owner of Munsell Realty Advisors, Inc. ("MRA"), a commercial real estate
brokerage and advisory firm. Mr. Munsell currently holds ownership interests in
14 office and retail properties located in Ohio and Illinois, approximating 1.9
million square feet. Mr. Munsell

                                      D-33



has guaranteed $260,000 of the Embassy Office Park Loan, which will be reduced,
pro rata on a $13.04 per square footage basis, when the currently unoccupied and
unimproved space on the fifth floor of the property located at 3700 Embassy
Parkway is brought to "white box" condition. The guaranty will be released if
the springing reserve required to be established in connection with the sale of
one or more of the individual properties is fully funded. The Embassy Office
Park Borrower is affiliated with the borrower under the Embassy Office Park -
Pool B mortgage loan.

     THE PROPERTIES. The Embassy Office Park Portfolio consists of 5
multi-tenanted office properties comprising 304,416 square feet, located in
Fairlawn, Ohio. On a combined basis, the portfolio is approximately 90.1%
leased.

     More specific information about each property is set forth in the tables
below:



--------------------------- ------------- ------------ ------------- ------------ ---------- ---------- ------------- -------------
                                             YEAR       ALLOCATED
                                            BUILT/       CUT-OFF      OWNERSHIP              PERCENT                   APPRAISED
PROPERTY                    LOCATION       RENOVATED   LOAN BALANCE   INTEREST       NRA      LEASED      U/W NCF        VALUE
--------------------------- ------------- ------------ ------------- ------------ ---------- ---------- ------------- -------------

3875 Embassy                Fairlawn, OH  1990 / NAP   $13,050,000       Fee       95,638      100.0%     $1,276,735  $16,400,000
--------------------------- ------------- ------------ ------------- ------------ ---------- ---------- ------------- -------------
3700 Embassy (1)            Fairlawn, OH  2000 / NAP    $9,000,000       Fee       78,985       73.8%       $542,996  $11,300,000
--------------------------- ------------- ------------ ------------- ------------ ---------- ---------- ------------- -------------
4040 Embassy                Fairlawn, OH  1992 / NAP    $5,950,000       Fee       50,556       93.5%       $550,880   $7,500,000
--------------------------- ------------- ------------ ------------- ------------ ---------- ---------- ------------- -------------
3560 West Market            Fairlawn, OH  1985 / NAP    $4,775,000       Fee       49,560       87.7%       $334,693   $6,000,000
--------------------------- ------------- ------------ ------------- ------------ ---------- ---------- ------------- -------------
3500 Embassy                Fairlawn, OH  1995 / NAP    $3,575,000       Fee       29,677      100.0%       $339,360   $4,500,000
--------------------------- ------------- ------------ ------------- ------------ ---------- ---------- ------------- -------------
TOTAL PORTFOLIO / WTD. AVG.                            $36,350,000                304,416       90.1%     $3,044,664  $45,700,000
--------------------------- ------------- ------------ ------------- ------------ ---------- ---------- ------------- -------------


(1)  The sponsor has master leased 1,556 square feet at the 3700 Embassy
     Property at an annual rent of $28,000 ($18.00/SF). The master lease will
     terminate on the earlier of (i) April 30, 2011 or (ii) the properties are
     generating a base rent of $4,931,525, exclusive of the rent attributable to
     the master lease.



--------------- --------------------- --------- ---------- ---------- ----------- ----------- ---------- ------------ -----------
                                                                                                % OF         % OF
                                                 % OF       % OF                   U/W BASE   PROPERTY    PORTFOLIO
                                       TENANT   PROPERTY   PORTFOLIO   U/W BASE    RENT ($    U/W BASE    U/W BASE      LEASE
PROPERTY        LARGEST TENANT           NRA       NRA        NRA        RENT      PER NRA)     RENT        RENT      EXPIRATION
--------------- --------------------- --------- ---------- ---------- ----------- ----------- ---------- ------------ -----------

3875 Embassy    Oak Associate Ltd.      36,420     38%        12%       $643,906      $17.68      35%         12%     08/31/2008
--------------- --------------------- --------- ---------- ---------- ----------- ----------- ---------- ------------ -----------
3700 Embassy    Morgan Stanley           9,963     13%         3%       $199,294      $20.00      19%          4%     05/31/2011
--------------- --------------------- --------- ---------- ---------- ----------- ----------- ---------- ------------ -----------
4040 Embassy    CBIZ                    12,435     25%         4%       $211,395      $17.00      23%          4%     12/31/2006
--------------- --------------------- --------- ---------- ---------- ----------- ----------- ---------- ------------ -----------
3560 Market     Crystal Clinic           6,976     14%         2%        $99,408      $14.25      14%          2%     11/30/2009
--------------- --------------------- --------- ---------- ---------- ----------- ----------- ---------- ------------ -----------
3500 Embassy    Degussa Corporation     22,614     76%         7%       $292,787      $12.95      71%          5%     09/30/2009
--------------- --------------------- --------- ---------- ---------- ----------- ----------- ---------- ------------ -----------




---------------------------------------------------------------------------------------------------------------------------------
                                                   LEASE ROLLOVER SCHEDULE (1)

                              # OF                                        CUMULATIVE
                             LEASES       TOTAL SF      % OF TOTAL SF      TOTAL SF      CUMULATIVE % OF    AVG. BASE RENT PER
          YEAR              EXPIRING      EXPIRING        EXPIRING         EXPIRING        SF EXPIRING          SF EXPIRING
-------------------------- ------------ -------------- ---------------- ---------------- ----------------- ----------------------

         Vacant                --          29,262            10%            29,262               10%                --
-------------------------- ------------ -------------- ---------------- ---------------- ----------------- ----------------------
           MTM                  2           1,833             1%            31,095               10%              $18.66
-------------------------- ------------ -------------- ---------------- ---------------- ----------------- ----------------------
          2006                  7          24,944             8%            56,039               18%              $18.10
-------------------------- ------------ -------------- ---------------- ---------------- ----------------- ----------------------
          2007                  7          24,755             8%            80,794               27%              $17.07
-------------------------- ------------ -------------- ---------------- ---------------- ----------------- ----------------------
          2008                  6          54,780            18%           135,574               45%              $17.88
-------------------------- ------------ -------------- ---------------- ---------------- ----------------- ----------------------
          2009                  9          80,753            27%           216,327               71%              $16.87
-------------------------- ------------ -------------- ---------------- ---------------- ----------------- ----------------------
          2010                 10          32,554            11%           248,881               82%              $19.04
-------------------------- ------------ -------------- ---------------- ---------------- ----------------- ----------------------
          2011                  6          27,167             9%           276,048               91%              $18.44
-------------------------- ------------ -------------- ---------------- ---------------- ----------------- ----------------------
          2012                 --              --             --           276,048               91%                --
-------------------------- ------------ -------------- ---------------- ---------------- ----------------- ----------------------
          2013                 --              --             --           276,048               91%                --
-------------------------- ------------ -------------- ---------------- ---------------- ----------------- ----------------------
          2014                 --              --             --           276,048               91%                --
-------------------------- ------------ -------------- ---------------- ---------------- ----------------- ----------------------
          2015                  1          24,093             8%           300,141               99%              $20.50
-------------------------- ------------ -------------- ---------------- ---------------- ----------------- ----------------------
       Thereafter               1           4,275             1%           304,416              100%              $21.00
-------------------------- ------------ -------------- ---------------- ---------------- ----------------- ----------------------


(1)  The above table represents the rollover based on the entire portfolio. The
     information in the table is based on the actual rent roll dated March 28,
     2006.

     PROPERTY MANAGEMENT. The Embassy Office Park Portfolio is managed by John
Dellagnese & Associates, Inc., which is not an affiliate of the Embassy Office
Park Borrower. John Dellagnese & Associates, Inc. manages over 735,000 square
feet of office space and has over 30 years experience.

     ADDITIONAL INDEBTEDNESS. Not Allowed.

     GROUND LEASE. None.

     SUBSTITUTION AND RELEASE OF PROPERTIES. The Embassy Office Park Borrower is
permitted to obtain the release of any individual property during the term of
the loan through partial defeasance, subject to satisfaction of certain
conditions set forth in the mortgage loan documents, including that the Embassy
Office Park Loan is partially defeased in an amount equal to the greater of

                                      D-34



(i) the allocated loan amount with respect to the individual property to be
released (each, a "Release Property") and (ii) an amount such that after giving
effect to such defeasance, the DSCR with respect to the remaining individual
properties comprising the Embassy Office Park Portfolio (the "Remaining
Property") is not less than 1.25x and the ratio of the aggregate allocated loan
amounts of the Remaining Property to the value of the Remaining Property is not
greater than 80%. If the individual property to be released is "3560 West Market
Street," the monthly escrows to the TI/LC reserve will be reduced to $25,000 and
the TI/LC cap will be reduced to $550,000. Pursuant to the mortgage loan
documents, the Embassy Office Park Borrower will be required to increase the
monthly TI/LC reserve escrow depending on the number of properties that have
been released or transferred and assumed, whether a single tenant accounts for a
specified percentage of NRA of the Remaining Property and the length of that
tenant's remaining lease term in relation to the maturity date of the Embassy
Office Park Loan. Substitution is not permitted.

     PARTIAL ASSUMPTION OF LOAN. The Embassy Office Park Borrower is entitled to
obtain a release of one or more (but not more than four) of the individual
properties securing the Embassy Office Park Loan in connection with the sale of
the property to, and the assumption of a portion of the indebtedness under the
Embassy Office Park Loan by, a third party, subject to satisfaction of certain
conditions set forth in the mortgage loan documents, including the following:
(i) the DSCR of each Release Property and the Remaining Property is at least
1.25x, (ii) the loan-to-value ratio with respect to the Remaining Property must
not exceed 80%, (iii) the loan-to-value ratio of the Release Property must not
exceed 80%, (iv) the ratio of the allocated loan amount of the Release Property
to the purchase price paid by the purchaser of such Release Property must not
exceed 80%, (v) if a single tenant accounts for at least 75% of the Release
Property's NRA or gross potential rent, the allocated loan amount must be less
than the "as dark" value of the Release Property, and (vi) the Embassy Office
Park Borrower delivers confirmation from each rating agency that the release
would not result in the downgrade, withdrawal or qualification of the then
outstanding ratings on the series 2006-PWR12 certificates. If these conditions
are not satisfied, the Embassy Office Park Borrower is permitted to partially
defease a portion of the Embassy Office Park Loan in an amount sufficient to
satisfy such test, and the allocated loan amounts for the individual properties
comprising the Remaining Property will be reduced, on a pro rata basis, by the
principal amount defeased. In addition, the Embassy Office Park Borrower will be
required to increase the monthly TI/LC reserve escrow as described in "Releases
of Properties" above.




                                      D-35











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                                      D-36



                 MORTGAGE LOAN NO. 8 -- CALYPSO BAY APARTMENTS







                               [4 PHOTOS OMITTED]








                                      D-37



                 MORTGAGE LOAN NO. 8 -- CALYPSO BAY APARTMENTS







                                  [MAP OMITTED]








                                      D-38



                 MORTGAGE LOAN NO. 8 -- CALYPSO BAY APARTMENTS


------------------------------------------------------------------
                        LOAN INFORMATION
------------------------------------------------------------------
MORTGAGE LOAN SELLER:           PMCF

LOAN PURPOSE:                   Refinance

ORIGINAL BALANCE:               $33,000,000

CUT-OFF DATE BALANCE:           $32,934,213

FIRST PAYMENT DATE:             05/05/2006

INTEREST RATE:                  5.61000%

AMORTIZATION TERM:              360 months

ARD:                            No

ANTICIPATED REPAYMENT DATE:     NAP

MATURITY DATE:                  04/05/2016

EXPECTED MATURITY BALANCE:      $27,720,597

SPONSOR:                        Frederick R. Heebe

INTEREST CALCULATION:           Actual/360

CALL PROTECTION:                27-payment lockout from the
                                first payment date, with U.S.
                                Treasury defeasance for the
                                following 89 payments, and open
                                to prepayment without premium
                                thereafter through the maturity
                                date.

CUT-OFF DATE BALANCE PER UNIT:  $117,622

UP-FRONT RESERVES:              RE Taxes:        $89,975

                                Insurance:       $127,669

                                Deferred
                                Maintenance: (1) $206,125

                                Other:(2)        $3,009,800 (LOCs)

ONGOING RESERVES:               RE Taxes:        $17,995 / month

                                Insurance:       $14,185 / month

                                Replacement:     $4,667 / month

LOCKBOX:                        None
---------------------------------------------------------------

---------------------------------------------------------------
                        PROPERTY INFORMATION
---------------------------------------------------------------
SHADOW RATING:              NAP

SINGLE ASSET/PORTFOLIO:     Single Asset

PROPERTY TYPE:              Multifamily

PROPERTY SUB-TYPE:          Garden

LOCATION:                   Gretna, LA

YEAR BUILT/RENOVATED:       2004 / NAP

PERCENT LEASED (AS OF):     95.7% (02/28/2006)

UNITS:                      280

THE COLLATERAL:             Class A multifamily property
                            located in Gretna, Louisiana.

OWNERSHIP INTEREST:         Fee

PROPERTY MANAGEMENT:        Shadowlake Management Company, Inc.

MOST RECENT NOI (AS OF):    $1,430,238 (TTM 10/31/2005)

2ND RECENT NOI (AS OF):     NAP

3RD RECENT NOI (AS OF):     NAP

U/W NET OP. INCOME:         $2,779,695

U/W NET CASH FLOW:          $2,723,695

APPRAISED VALUE (AS OF):    $45,700,000 (12/01/2005)

CUT-OFF DATE LTV RATIO:     72.1%

LTV RATIO AT MATURITY:      60.7%

U/W DSCR:                   1.20x

U/W DSCR POST IO:           NAP
---------------------------------------------------------------

(1)  The deposit of $206,125 represents 125% of the estimated cost to complete
     repairs on 15 of the units (inclusive of 3 units that have already been
     remediated) relating to minor damage caused by windstorm due to the effects
     of Hurricane Katrina. The borrower is required to satisfactorily complete
     the repairs within 90 days of origination, subject to the terms set forth
     in the mortgage loan documents.

(2)  At origination, the borrower posted two letters of credit totaling
     $3,009,800: (i) a letter of credit in the amount of $2,000,000, which will
     be released at such time as the borrower provides acceptable evidence that
     flood insurance in the amount of not less than $16,500,000 is in full force
     and effect; the letter of credit may only be utilized in the event that the
     collateral suffers a casualty by flood and there is a shortfall in the
     insurance proceeds as the result of the borrower having flood insurance in
     an amount less than $16,500,000; and (ii) a letter of credit in the amount
     of $1,009,800 that is equal to three months of rents and profits from the
     collateral, so as to provide, together with the business income (loss of
     rents) coverage obtained by the borrower, 15 months of coverage. The amount
     of the letter of credit described in clause (ii) of the prior sentence will
     be adjusted annually to reflect an amount equal to 25% of the rents and
     profits generated by the collateral during the succeeding calendar year.

THE CALYPSO BAY APARTMENTS LOAN.

     THE LOAN. The eighth largest loan (the "Calypso Bay Apartments Loan") is a
$33,000,000 first mortgage loan secured by the borrower's fee simple interest in
a Class A multifamily property known as Calypso Bay Apartments (the "Calypso Bay
Apartments Property") located in Gretna, Louisiana.

     THE BORROWER. The borrower, Calypso Bay, L.L.C., a Louisiana limited
liability company (the "Calypso Bay Apartments Borrower"), is a single purpose
entity that owns no material assets other than the mortgaged property and
related interests. The managing member of the Calypso Bay Apartments Borrower is
structured with one independent director. A non-consolidation opinion was
delivered at origination. The Calypso Bay Apartments Borrower is 99% owned by
Frederick R. Heebe, its sponsor, and 1% owned by Calypso Bay Manager, Inc., its
managing member. Mr. Heebe is the President of Calypso Bay Manager, Inc. Mr.
Heebe, a New Orleans native, has developed and is the owner of over 1,300
apartment units comprised of seven properties in the New Orleans area.

                                      D-39



     At origination, Mr. Heebe executed two personal guarantees: (i) a guaranty
in an amount that is limited to $3,700,000 (the "Flood Insurance Guaranty"),
that is only available in the event that the Calypso Bay Apartments Property
suffers a casualty by flood and there is a shortfall in insurance proceeds as a
result of the Calypso Bay Apartments Borrower having flood insurance in an
amount less than $16,500,000 and (ii) a guaranty that is limited to $3,300,000,
plus certain expenses (the "Partial Recourse Guaranty"), subject to reduction to
$1,650,000 plus certain expenses, in the event that (a) the Calypso Bay
Apartments Borrower meets a minimum debt service coverage ratio test as provided
in the mortgage loan documents and (b) flood insurance in a minimum amount of
$16,500,000 is in effect on the Calypso Bay Apartments Property. The Flood
Insurance Guaranty may be released by the lender when the Calypso Bay Apartments
Borrower obtains the minimum required amount of flood insurance on the Calypso
Bay Apartments Property. The Partial Recourse Guaranty may also be released by
the lender when the minimum required amount of flood insurance on the Calypso
Bay Apartments Property is in effect, provided that the specified minimum debt
service coverage ratio test has been satisfied as provided within the time
frames set forth in the mortgage loan documents.

     THE PROPERTY. The Calypso Bay Apartments Property is a 280-unit, Class A,
Caribbean-themed multifamily complex, comprised of 34 two-story buildings with
parking provided for 537 vehicles (1.92 spaces/unit). The Calypso Bay Apartments
Property was constructed in 2004. Property amenities include a private gated
community with a 24-hour manned gatehouse, a swimming pool and water relaxation
area with swim-up refreshment centers, Caribbean-themed landscaping, a fully
equipped fitness center, guest quarters, a leasing office, a covered barbeque
area, concierge services, a business center, conference facilities, a billiard
room, and a yoga/exercise room. Unit amenities include washers/dryers, vaulted
ceilings, high speed internet, and satellite television. The Calypso Bay
Apartments Property provides 210 private 1- and 2-car attached garages with
direct access to units, 14 detached garages, and additional parking spaces in
open areas. The units exhibit a high level of finish including solid surface
flooring, tile flooring in designer bathrooms and gourmet kitchens, stainless
steel appliances, double sink vanities, large closets, screened lanais, garden
tubs, and surround sound systems. All units offer a private patio or balcony
area. Additionally, security alarms are provided in each unit and
motion-activated cameras that follow movement are in place throughout the
Calypso Bay Apartments Property. As of February 28, 2006, the Calypso Bay
Apartments Property was 95.7% leased.

     The following table outlines the unit types at the Calypso Bay Apartments
Property:



----------------------------------------------------------------------------------------------
        UNIT TYPE           NUMBER OF UNITS     AVERAGE SF    AVERAGE MONTHLY MARKET RENTS
----------------------------------------------------------------------------------------------

1 Bedroom                          160             907                    $1,017
----------------------------------------------------------------------------------------------
2 Bedroom                           80           1,258                    $1,420
----------------------------------------------------------------------------------------------
3 Bedroom                           40           1,544                    $1,740
----------------------------------------------------------------------------------------------
TOTAL / WEIGHTED AVERAGE           280           1,098                    $1,235
----------------------------------------------------------------------------------------------


     PROPERTY MANAGEMENT. The Calypso Bay Apartments Property is managed by
Shadowlake Management Company, Inc., an affiliate of the Calypso Bay Apartments
Borrower.

     ADDITIONAL INDEBTEDNESS. Not Allowed.

     GROUND LEASE. None.

     RELEASE OF PARCELS. Not Allowed.



                                      D-40




                     MORTGAGE LOAN NO. 9 -- TITAN PORTFOLIO








                               [4 PHOTOS OMITTED]







                                      D-41




                     MORTGAGE LOAN NO. 9 -- TITAN PORTFOLIO








                            [4 MAPS & LEGEND OMITTED]







                                      D-42





                     MORTGAGE LOAN NO. 9 -- TITAN PORTFOLIO

-----------------------------------------------------------------
                        LOAN INFORMATION
-----------------------------------------------------------------
MORTGAGE LOAN SELLER:          PCF II

LOAN PURPOSE:                  Acquisition

ORIGINAL BALANCE:              $30,895,000

CUT-OFF DATE BALANCE:          $30,895,000

FIRST PAYMENT DATE:            06/01/2006

INTEREST RATE:                 6.37000%

AMORTIZATION TERM:             Months 1-24: Interest Only
                               Months 25-72: 360 months

ARD:                           Yes

ANTICIPATED REPAYMENT DATE:    05/01/2012

MATURITY DATE:                 05/01/2036

EXPECTED MATURITY BALANCE:     $29,498,328

SPONSORS:                      Ron Mills; Ben Spencer; Kevin
                               Reid and MAC Income I, LP

INTEREST CALCULATION:          Actual/360

CALL PROTECTION:               Greater of 1% or yield
                               maintenance for the first 70
                               payments and open to prepayment
                               without premium thereafter
                               through the maturity date.

CUT-OFF DATE BALANCE PER SF:   $41.15

UP-FRONT RESERVES:             RE Taxes:         $169,077

                               Deferred
                               Maintenance:      $43,438

ONGOING RESERVES:              RE Taxes:         $45,366 / month

                               Insurance:        $10,327 / month

                               TI/LC:            $15,000 / month

LOCKBOX:                       None
--------------------------------------------------------------

--------------------------------------------------------------
                  PROPERTY INFORMATION
--------------------------------------------------------------
SHADOW RATING:              NAP

SINGLE ASSET/PORTFOLIO:     Portfolio

PROPERTY TYPE:              Industrial

PROPERTY SUB-TYPE:          Warehouse

LOCATION:                   Various - See Table

YEAR BUILT/RENOVATED:       Various - See Table

PERCENT LEASED (AS OF):     85.9% (04/28/2006)

NET RENTABLE AREA:          750,732

THE COLLATERAL:             Four properties comprising 13
                            buildings, located in Texas and
                            New Mexico.

OWNERSHIP INTEREST:         Fee/Leasehold

PROPERTY MANAGEMENT:        Titan Development of Texas, LLC

MOST RECENT NOI (AS OF):    $2,419,943 (TTM 12/31/2005)

2ND RECENT NOI (AS OF):     NAP

3RD RECENT NOI (AS OF):     NAP

U/W NET OP. INCOME:         $3,076,480

U/W NET CASH FLOW:          $2,770,000

APPRAISED VALUE (AS OF):    $39,590,000 (03/2006)

CUT-OFF DATE LTV RATIO:     78.0%

LTV RATIO AT ARD:           74.5%

U/W DSCR:                   1.39x

U/W DSCR POST IO:           1.20x
--------------------------------------------------------------

THE TITAN PORTFOLIO LOAN.

     THE LOAN. The ninth largest loan (the "Titan Portfolio Loan") as evidenced
by the Secured Promissory Note (the "Titan Portfolio Note") is secured by a
first priority fee and leasehold Deed of Trust, Security Agreement and
Assignment of Rents (the "Titan Portfolio Mortgage") encumbering four properties
comprising thirteen industrial buildings totaling 750,732 square feet that are
located in Texas and New Mexico (the "Titan Portfolio Properties"). The Titan
Portfolio Loan was originated on April 28, 2006 by or on behalf of Principal
Commercial Funding II, LLC.

     THE BORROWER. The borrower is Titan MAC Fund I, LP, a Texas limited
partnership, (the "Titan Portfolio Borrower") that owns no material assets other
than the Titan Portfolio Property and related interests. The Titan Portfolio
Borrower consists of Titan MAC Fund I GP, LLC (0.1% general partner), MAC Fund I
Associates (90.0% limited partner), and Titan Industrial Development II, LP
(9.9% limited partner). A non-consolidation opinion was delivered at
origination.

     Titan MAC Fund I GP, LLC is 100% owned by Titan Development of Texas LLC.
Titan Development of Texas, LLC is owned equally by Ron Mills, Kevin Reid, and
Ben Spencer. MAC Fund I Associates is 90% owned by MAC Income I, LP and 10%
owned by MAC Diversified Income LP. Titan Industrial Development II, LP is
equally owned by five individuals including Ron Mills, Kevin Reid, and Ben
Spencer. Ron Mills, Kevin Reid, Ben Spencer and MAC Income I, LP are the
sponsors of the Titan Portfolio Loan and combined have over 65 years of real
estate experience. Ben Spencer is the owner of Argus Development Company, a
developer of commercial and residential real estate in New Mexico. Kevin Reid is
the owner of Reid & Associates, Inc., a design/build construction company in New
Mexico. Ron Mills and Barbara Patrick (husband and wife) founded Santa Barbara
Realty Services, LLC which is a full service brokerage, development, and
management company focusing on the US and Mexico border. Mr. Spencer and Mr.
Reid formed Titan Development Ltd. Co. in 1999.

                                      D-43



In 2004, Titan Development Ltd. Co. partnered with Mr. Mills, Ms. Patrick, and
Santa Barbara Realty Services, LLC to form Titan Development of Texas and Titan
Industrial Development.

     THE PROPERTIES. The Titan Portfolio Properties consist of 4 industrial
properties comprising 750,732 square feet, located in Texas and New Mexico. The
4 properties consist of 13 buildings, of which five are single tenant, while the
remaining eight buildings are multiple tenant. On a combined basis, the
portfolio is approximately 85.9% leased and the build-out is approximately 37%
office finish.

     More specific information about each property is set forth in the tables
below:



--------------------- ---------------- ---------------- ----------------- ----------- --------- -------- ----------- ------------
                                                        ALLOCATED CUT-OFF  OWNERSHIP               %                  APPRAISED
PROPERTY              LOCATION           YEAR BUILT        LOAN BALANCE     INTEREST      NRA    LEASED    U/W NCF      VALUE
--------------------- ---------------- ---------------- ----------------- ----------- --------- -------- ----------- ------------

Titan - San Antonio   San Antonio, TX     1983-1984         $16,360,000      Fee       303,331    86.2%  $1,446,813  $21,000,000
--------------------- ---------------- ---------------- ----------------- ----------- --------- -------- ----------- ------------
Titan - El Paso       El Paso, TX            1983            $7,675,000   Leasehold    263,106    75.7%    $688,129  $ 9,800,000
--------------------- ---------------- ---------------- ----------------- ----------- --------- -------- ----------- ------------
Titan - McAllen       McAllen, TX      1992,1994, 2005       $4,445,000      Fee       114,295   100.0%    $398,532  $ 5,690,000
--------------------- ---------------- ---------------- ----------------- ----------- --------- -------- ----------- ------------
                      Santa Teresa,
Titan - Santa Teresa  NM                     2003            $2,415,000      Fee        70,000   100.0%    $216,525  $ 3,100,000
--------------------- ---------------- ---------------- ----------------- ----------- --------- -------- ----------- ------------
TOTAL / WTD. AVG.                                           $30,895,000                750,732    85.9%  $2,770,000  $39,590,000
--------------------- ---------------- ---------------- ----------------- ----------- --------- -------- ----------- ------------




-------------------- ---------------------- --------- --------- --------- --------- ----------- ----------- ---------- ----------
                                                                                                  % OF         % OF
                                                        % OF       % OF              U/W BASE    PROPERTY    PORTFOLIO
                                             TENANT   PROPERTY  PORTFOLIO  U/W BASE  RENT ($     U/W BASE    U/W BASE    LEASE
PROPERTY             LARGEST TENANT            NRA       NRA       NRA       RENT    PER NRA)      RENT        RENT    EXPIRATION
-------------------- ---------------------- --------- --------- --------- --------- ----------- ----------- ---------- ----------

Titan - San Antonio  HEB Grocery Company      87,784     29%       12%    $478,199    $5.45         29%         15%    09/30/2011
-------------------- ---------------------- --------- --------- --------- --------- ----------- ----------- ---------- ----------
Titan - El Paso      Morven Partners, LP     105,000     40%       14%    $367,500    $3.50         51%         11%    03/31/2008
-------------------- ---------------------- --------- --------- --------- --------- ----------- ----------- ---------- ----------
Titan - Santa        Santa Teresa
Teresa               Warehousing              70,000    100%        9%    $339,503    $4.85         100%        11%    08/14/2008
-------------------- ---------------------- --------- --------- --------- --------- ----------- ----------- ---------- ----------
Titan - McAllen      Plastic Engineered       76,574     67%       10%    $329,168    $4.30         65%         10%    10/16/2015
                     Components, Inc.
-------------------- ---------------------- --------- --------- --------- --------- ----------- ----------- ---------- ----------




---------------------------------------------------------------------------------------------------------------------------------
                                                              LEASE ROLLOVER SCHEDULE (1)

                              # OF                                        CUMULATIVE
                             LEASES       TOTAL SF      % OF TOTAL SF      TOTAL SF      CUMULATIVE % OF     AVERAGE BASE RENT
          YEAR              EXPIRING      EXPIRING        EXPIRING         EXPIRING        SF EXPIRING        PER SF EXPIRING
-------------------------- ------------ -------------- ---------------- ---------------- ----------------- ----------------------

         Vacant                --        105,676            14%            105,676             14%                  --
-------------------------- ------------ -------------- ---------------- ---------------- ----------------- ----------------------
          2006                  6         53,005             7%            158,681             21%                 $5.09
-------------------------- ------------ -------------- ---------------- ---------------- ----------------- ----------------------
          2007                 10         61,258             8%            219,939             29%                 $6.72
-------------------------- ------------ -------------- ---------------- ---------------- ----------------- ----------------------
          2008                  8        216,819            29%            436,758             58%                 $4.32
-------------------------- ------------ -------------- ---------------- ---------------- ----------------- ----------------------
          2009                  3         35,310             5%            472,068             63%                 $4.65
-------------------------- ------------ -------------- ---------------- ---------------- ----------------- ----------------------
          2010                  5         21,702             3%            493,770             66%                 $8.38
-------------------------- ------------ -------------- ---------------- ---------------- ----------------- ----------------------
          2011                  4        117,067            16%            610,837             81%                 $5.24
-------------------------- ------------ -------------- ---------------- ---------------- ----------------- ----------------------
          2012                  3         63,321             8%            674,158             90%                 $4.81
-------------------------- ------------ -------------- ---------------- ---------------- ----------------- ----------------------
          2013                 --             --             --            674,158             90%                  --
-------------------------- ------------ -------------- ---------------- ---------------- ----------------- ----------------------
          2014                 --             --             --            674,158             90%                  --
-------------------------- ------------ -------------- ---------------- ---------------- ----------------- ----------------------
          2015                  1         76,574            10%            750,732            100%                 $4.30
-------------------------- ------------ -------------- ---------------- ---------------- ----------------- ----------------------
       Thereafter              --             --            --             750,732            100%                  --
-------------------------- ------------ -------------- ---------------- ---------------- ----------------- ----------------------


(1)  The above table represents the rollover based on the entire portfolio. The
     information in the table is based on the underwritten rent roll as of April
     28, 2006.

     PROPERTY MANAGEMENT. The Titan Portfolio Properties are managed by Titan
Development of Texas, LLC, which is an affiliate of the Titan Portfolio
Borrower. Titan Development of Texas, LLC is based in Albuquerque, New Mexico
and is experienced in the acquisition and development of industrial buildings
and master planned business parks. Titan Development of Texas, LLC currently
manages over 2,446,000 square feet of industrial product primarily located in
Texas and New Mexico. The management agreement is subordinate to the Titan
Portfolio Loan.

     ADDITIONAL INDEBTEDNESS.  Not Allowed.

     GROUND LEASE. The Titan Portfolio Borrower owns fee interest in the Santa
Teresa, McAllen and San Antonio properties and leasehold interest in the El Paso
property. The ground lease expires June 30, 2044 with two five year renewal
options. The annual ground rent is $103,319 with rent adjustments beginning July
1, 2013 and ever five years thereafter equal to the 8% of the then fair market
value. The ground lease is not subordinate to the mortgage.

     SUBSTITUTION AND RELEASE OF PROPERTIES. The Titan Portfolio Borrower may
request the release of parcels of the property if they meet the specific
requirements in the mortgage documents including in part: (i) Remaining parcels
have at least as 1.25x DSCR; (ii) remaining parcels have a LTV that does not
exceed 80%; and (iii) loan amount is paid down 115% of the value attributable to
the released parcel based on the MAI Appraisal plus a prepayment premium or
yield maintenance. The Titan Portfolio Borrower may also request release of a
non-income producing parcel of land on the McAllen property provided several
conditions are met in accordance with the mortgage documents. Substitution is
not permitted.

                                      D-44



                 MORTGAGE LOAN NO. 10 -- STONE MOUNTAIN SQUARE










                               [4 PHOTOS OMITTED]








                                      D-45



                 MORTGAGE LOAN NO. 10 -- STONE MOUNTAIN SQUARE










                                  [MAP OMITTED]








                                      D-46





                 MORTGAGE LOAN NO. 10 -- STONE MOUNTAIN SQUARE

-----------------------------------------------------------------
                                LOAN INFORMATION
-----------------------------------------------------------------
MORTGAGE LOAN SELLER:           BSCMI

LOAN PURPOSE:                   Refinance

ORIGINAL BALANCE:               $30,800,000

CUT-OFF DATE BALANCE:           $30,800,000

FIRST PAYMENT DATE:             05/01/2006

INTEREST RATE:                  5.81600%

AMORTIZATION TERM:              Months 1-60: Interest Only
                                Months 61-120: 360 months

ARD:                            No

ANTICIPATED REPAYMENT DATE:     NAP

MATURITY DATE:                  04/01/2016

EXPECTED MATURITY BALANCE:      $28,783,214

SPONSORS:                       Mark Frankel and Chesky Frankel

INTEREST CALCULATION:           Actual/360

CALL PROTECTION:                26-payment lockout from the
                                first payment date, with U.S. Treasury
                                defeasance for the following 93 payments, and
                                open to prepayment without premium thereafter
                                through the maturity date.

CUT-OFF DATE BALANCE PER SF:    $91.49

UP-FRONT RESERVES:              RE Taxes:      $62,112

                                Insurance:     $20,012

                                Deferred       $41,313
                                Maintenance:

                                Replacement:   $4,208

                                TI/LC:         $14,167

                                Other: (1)     $400,000

ONGOING RESERVES:               RE Taxes:      $31,056 / month

                                Insurance:     $6,671 / month

                                Replacement:   $4,208 / month

                                TI/LC:         $14,167 / month

LOCKBOX:                        Hard
-----------------------------------------------------------------

--------------------------------------------------------------
                     PROPERTY INFORMATION
--------------------------------------------------------------
SHADOW RATING:              NAP

SINGLE ASSET/PORTFOLIO:     Single Asset

PROPERTY TYPE:              Retail

PROPERTY SUB-TYPE:          Anchored

LOCATION:                   Stone Mountain, GA

YEAR BUILT/RENOVATED:       1991 / NAP

PERCENT LEASED (AS OF):     85.2% (02/01/2006)

NET RENTABLE AREA:          336,663

THE COLLATERAL:             An anchored retail center in
                            Stone Mountain, Georgia

OWNERSHIP INTEREST:         Fee

PROPERTY MANAGEMENT:        Wheeler/Kolb Management Company

MOST RECENT NOI (AS OF):    $2,690,174 (TTM 12/31/2005)

2ND RECENT NOI (AS OF):     $2,512,476 (TTM 12/31/2004)

3RD RECENT NOI (AS OF):     NAP

U/W NET OP. INCOME:         $2,852,307

U/W NET CASH FLOW:          $2,656,753

APPRAISED VALUE (AS OF):    $44,000,000 (02/03/2006)

CUT-OFF DATE LTV RATIO:     70.0%

LTV RATIO AT MATURITY:      65.4%

U/W DSCR:                   1.46x

U/W DSCR POST IO:           1.22x
-----------------------------------------------------------------

(1)  The other escrow consists of a leasing holdback for Old Navy. The leasing
     holdback may be released upon lender's receipt of i) evidence that the
     tenant has renewed its lease in accordance with the loan documents or has
     been replaced by a new lease with reasonably acceptable terms and a tenant
     reasonably acceptable to lender and each new tenant must be paying full
     rent without any free rent or offset, is open for business, and has
     executed an estoppel reasonably acceptable to lender.

THE STONE MOUNTAIN SQUARE LOAN.

     THE LOAN. The tenth largest loan (the "Stone Mountain Square Loan") is a
$30,800,000 loan secured by the borrower's fee interest in a 336,663 square foot
anchored retail center located in Stone Mountain, Georgia.

     THE BORROWER. The borrower, Stone Mountain Acquisition, LLC, a Georgia
limited liability company, is a single-purpose entity that owns no material
assets other than the mortgaged property and related interest. The managing
member of the Stone Mountain borrower is structured with one independent
director. A non-consolidation opinion was delivered at origination. The sponsors
of the loan, Mark Frankel and Chesky Frankel, are experienced real estate
professionals with a 12 property portfolio of office, retail and residential
properties in seven states.

     THE PROPERTY. Stone Mountain Square is a 336,663 square foot anchored
retail center in Stone Mountain, Georgia, which is located approximately 20
miles northeast of the Atlanta CBD. The property is located on Stone Mountain
Highway (US Highway 78), a primary east/west corridor that intersects with
Interstate 285. The property's proximity to Interstates 285, 85, 75 and 20
provides easy access throughout the metropolitan Atlanta area. Per Reis, the
Lilburn/US Highway 78 retail submarket has an occupancy rate of 92.3% for the
first quarter of 2006. Stone Mountain Square is approximately 85.2% leased by
over 40 tenants

                                      D-47



and is anchored by T.J. Maxx, Marshalls, Staples, Ross Dress For
Less, Old Navy, and Bally Total Fitness. The anchor tenants account for
approximately 49% of the net rentable area and 48% of the in-place base rent.
Approximately 38% of the net rentable area is leased to investment grade rated
tenants or their affiliates. Stone Mountain Square was built in 1991 and
purchased by the borrower in 2004.

The following table presents certain information relating to the major tenants
at the property:



------------------------------- ------------------- ---------- ---------- -------------- ------------- -------------- -----------
                                                                                          % OF TOTAL    ANNUALIZED
                                  CREDIT RATING                            ANNUALIZED     ANNUALIZED   UNDERWRITTEN
                                     (FITCH/        TENANT                UNDERWRITTEN   UNDERWRITTEN    BASE RENT    LEASE
TENANT NAME                      MOODY'S/S&P) (1)      NRA     % OF NRA   BASE RENT ($)   BASE RENT     ($ PER NRA)   EXPIRATION
------------------------------- ------------------- ---------- ---------- -------------- ------------- -------------- -----------
Bally Total Fitness                 --/--/--         37,000       11%        $450,000        14%          $12.16      01/31/2012
------------------------------- ------------------- ---------- ---------- -------------- ------------- -------------- -----------
T.J. Maxx                            --/A3/A         32,000       10%        $232,000         7%           $7.25      01/31/2010
------------------------------- ------------------- ---------- ---------- -------------- ------------- -------------- -----------
Ross Dress For Less                 --/--/BBB        30,187       9%         $316,964        10%          $10.50      01/31/2016
------------------------------- ------------------- ---------- ---------- -------------- ------------- -------------- -----------
Marshalls                            --/A3/A         27,000       8%         $207,900         6%           $7.70      01/31/2012
------------------------------- ------------------- ---------- ---------- -------------- ------------- -------------- -----------
Staples                           BBB+/Baa2/BBB      21,000       6%         $184,800         6%           $8.80      07/31/2009
------------------------------- ------------------- ---------- ---------- -------------- ------------- -------------- -----------
Old Navy                         BBB-/Baa3/BBB-      16,500       5%         $189,750         6%          $11.50      07/31/2006
------------------------------- ------------------- ---------- ---------- -------------- ------------- -------------- -----------
Rugged Warehouse                    --/--/--         13,578       4%         $135,780         4%          $10.00      11/30/2008
------------------------------- ------------------- ---------- ---------- -------------- ------------- -------------- -----------
Aaron Rents, Inc.                   --/--/--          7,500       2%          $63,375         2%           $8.45      06/30/2010
------------------------------- ------------------- ---------- ---------- -------------- ------------- -------------- -----------
Dress Code                          --/--/--          6,000       2%          $72,000         2%          $12.00      01/31/2011
------------------------------- ------------------- ---------- ---------- -------------- ------------- -------------- -----------
Family Bookstore                    --/--/--          6,000       2%          $78,000         2%          $13.00      06/30/2006
------------------------------- ------------------- ---------- ---------- -------------- ------------- -------------- -----------
TOTAL/WEIGHTED AVERAGE                              196,765      58%       $1,930,569        59%           $9.81
------------------------------- ------------------- ---------- ---------- -------------- ------------- -------------- -----------

Other Tenants                          NAP           89,975      27%       $1,333,054        41%          $14.82      Various
------------------------------- ------------------- ---------- ---------- -------------- ------------- -------------- -----------
Vacant Space                           NAP           49,923      15%            $0.00         0%           $0.00        NAP
------------------------------- ------------------- ---------- ---------- -------------- ------------- -------------- -----------
TOTAL/WEIGHTED AVERAGE                              336,663     100%       $3,263,623       100%          $11.38
------------------------------- ------------------- ---------- ---------- -------------- ------------- -------------- -----------


(1)  Certain ratings are those of the parent company whether or not the parent
     guarantees the lease.




---------------------------------------------------------------------------------------------------------------------------------
                                                   LEASE ROLLOVER SCHEDULE (1)

                     # OF LEASES                          % OF TOTAL SF     CUMULATIVE TOTAL   CUMULATIVE % OF   AVG. BASE RENT
       YEAR            EXPIRING     TOTAL SF EXPIRING        EXPIRING          SF EXPIRING       SF EXPIRING     PER SF EXPIRING
-------------------- ------------- -------------------- ------------------- ------------------ ----------------- ----------------

      Vacant             --               49,923                15%               49,923             15%                 --
-------------------- ------------- -------------------- ------------------- ------------------ ----------------- ----------------
        MTM               1                2,000                 1%               51,923             15%              $3.00
-------------------- ------------- -------------------- ------------------- ------------------ ----------------- ----------------
       2006              10               45,720                14%               97,643             29%             $13.34
-------------------- ------------- -------------------- ------------------- ------------------ ----------------- ----------------
       2007               14              28,930                 9%              126,573             38%             $15.10
-------------------- ------------- -------------------- ------------------- ------------------ ----------------- ----------------
       2008               3               19,578                 6%              146,151             43%             $12.58
-------------------- ------------- -------------------- ------------------- ------------------ ----------------- ----------------
       2009               5               35,640                11%              181,791             54%             $10.65
-------------------- ------------- -------------------- ------------------- ------------------ ----------------- ----------------
       2010               5               47,260                14%              229,051             68%              $8.58
-------------------- ------------- -------------------- ------------------- ------------------ ----------------- ----------------
       2011               1                6,000                 2%              235,051             70%             $12.00
-------------------- ------------- -------------------- ------------------- ------------------ ----------------- ----------------
       2012               2               64,000                19%              299,051             89%             $10.28
-------------------- ------------- -------------------- ------------------- ------------------ ----------------- ----------------
       2013              --                   --                --               299,051             89%                 --
-------------------- ------------- -------------------- ------------------- ------------------ ----------------- ----------------
       2014              --                   --                --               299,051             89%                 --
-------------------- ------------- -------------------- ------------------- ------------------ ----------------- ----------------
       2015               2                7,425                 2%              306,476             91%             $17.82
-------------------- ------------- -------------------- ------------------- ------------------ ----------------- ----------------
    Thereafter            1               30,187                 9%              336,663            100%             $10.50
-------------------- ------------- -------------------- ------------------- ------------------ ----------------- ----------------


(1)  The information in the table is based on the underwritten rent roll.

     PROPERTY MANAGEMENT. The property is managed by Wheeler/Kolb Management
Company, a third party management firm with over 225 years of combined
experience on staff. Wheeler/Kolb Management Company currently manages and
leases 56 properties, totaling approximately 4,500,000 square feet. The 56
properties in the portfolio include neighborhood and community centers,
free-standing buildings, enclosed malls and office parks, all located in
Georgia, North Carolina and Florida.

     ADDITIONAL INDEBTEDNESS.  Not Allowed.

     GROUND LEASE. None.

     RELEASE OF PARCELS.  Not Allowed.


                                      D-48










                [THIS PAGE INTENTIONALLY LEFT BLANK.]



                                   APPENDIX E

          GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES

          Except in limited circumstances, the globally offered series
2006-PWR12 Commercial Mortgage Pass-Through Certificates, class A-1, A-2, A-3,
A-AB, A-4, A-1A, A-M and A-J will be available only in book-entry form.

          The book-entry certificates will be tradable as home market
instruments in both the European and U.S. domestic markets. Initial settlement
and all secondary trades will settle in same-day funds.

          Secondary market trading between investors holding book-entry
certificates through Clearstream and Euroclear will be conducted in the ordinary
way in accordance with their normal rules and operating procedures and in
accordance with conventional Eurobond practice, which is seven calendar days'
settlement.

          Secondary market trading between investors holding book-entry
certificates through DTC will be conducted according to the rules and procedures
applicable to U.S. corporate debt obligations.

          Secondary cross-market trading between member organizations of
Clearstream or Euroclear and DTC participants holding book-entry certificates
will be accomplished on a delivery against payment basis through the respective
depositaries of Clearstream and Euroclear, in that capacity, as DTC
participants.

          As described under "U.S. Federal Income Tax Documentation
Requirements" below, non-U.S. holders of book-entry certificates will be subject
to U.S. withholding taxes unless those holders meet specific requirements and
deliver appropriate U.S. tax documents to the securities clearing organizations
of their participants.

INITIAL SETTLEMENT

          All certificates of each class of offered certificates will be held in
registered form by DTC in the name of Cede & Co. as nominee of DTC. Investors'
interests in the book-entry certificates will be represented through financial
institutions acting on their behalf as direct and indirect DTC participants. As
a result, Clearstream and Euroclear will hold positions on behalf of their
member organizations through their respective depositaries, which in turn will
hold positions in accounts as DTC participants.

          Investors' securities custody accounts will be credited with their
holdings against payment in same-day funds on the settlement date.

          Investors electing to hold their book-entry certificates through
Clearstream or Euroclear accounts will follow the settlement procedures
applicable to conventional Eurobonds, except that there will be no temporary
global security and no "lock up" or restricted period. Global securities will be
credited to the securities custody accounts on the settlement date against
payment in same-day funds.

SECONDARY MARKET TRADING

          Since the purchaser determines the place of delivery, it is important
to establish at the time of the trade where both the purchaser's and seller's
accounts are located to ensure that settlement can be made on the desired value
date.

          Trading between DTC Participants. Secondary market trading between DTC
participants will be settled in same-day funds.

          Trading between Clearstream and/or Euroclear Participants. Secondary
market trading between member organizations of Clearstream or Euroclear will be
settled using the procedures applicable to conventional Eurobonds in same-day
funds.


                                       E-1



          Trading between DTC Seller and Clearstream or Euroclear Purchaser.
When book-entry certificates are to be transferred from the account of a DTC
participant to the account of a member organization of Clearstream or Euroclear,
the purchaser will send instructions to Clearstream or Euroclear through that
member organization at least one business day prior to settlement. Clearstream
or Euroclear, as the case may be, will instruct the respective depositary to
receive the book-entry certificates against payment. Payment will include
interest accrued on the book-entry certificates from and including the first day
of the calendar month in which the last coupon payment date occurs (or, if no
coupon payment date has occurred, from and including June 1, 2006) to and
excluding the settlement date, calculated on the basis of a year of 360 days
consisting of twelve 30-day months. Payment will then be made by participant's
account against delivery of the book-entry certificates. After settlement has
been completed, the book-entry certificates will be credited to the respective
clearing system and by the clearing system, in accordance with its usual
procedures, to the account of the member organization of Clearstream or
Euroclear, as the case may be. The securities credit will appear the next day,
European time, and the cash debit will be back-valued to, and the interest on
the book-entry certificates will accrue from, the value date, which would be the
preceding day when settlement occurred in New York. If settlement is not
completed on the intended value date, which means the trade fails, the
Clearstream or Euroclear cash debit will be valued instead as of the actual
settlement date.

          Member organizations of Clearstream and Euroclear will need to make
available to the respective clearing systems the funds necessary to process
same-day funds settlement. The most direct means of doing so is to pre-position
funds for settlement, either from cash on hand or existing lines of credit, as
they would for any settlement occurring within Clearstream or Euroclear. Under
this approach, they may take on credit exposure to Clearstream or Euroclear
until the book-entry certificates are credited to their accounts one day later.

          As an alternative, if Clearstream or Euroclear has extended a line of
credit to them, member organizations of Clearstream or Euroclear can elect not
to pre-position funds and allow that credit line to be drawn upon to finance
settlement. Under this procedure, the member organizations purchasing book-entry
certificates would incur overdraft charges for one day, assuming they cleared
the overdraft when the book-entry certificates were credited to their accounts.
However, interest on the book-entry certificates would accrue from the value
date. Therefore, in many cases the investment income on the book-entry
certificates earned during that one-day period may substantially reduce or
offset the amount of those overdraft charges, although this result will depend
on the cost of funds of the respective member organization of Clearstream or
Euroclear.

          Since the settlement is taking place during New York business hours,
DTC participants can employ their usual procedures for sending book-entry
certificates to the respective depositary for the benefit of member
organizations of Clearstream or Euroclear. The sale proceeds will be available
to the DTC seller on the settlement date. Thus, to the DTC participant a
cross-market transaction will settle no differently than a trade between two DTC
participants.

          Trading between Clearstream or Euroclear Seller and DTC Purchaser. Due
to time zone differences in their favor, member organizations of Clearstream or
Euroclear may employ their customary procedures for transactions in which
book-entry certificates are to be transferred by the respective clearing system,
through the respective depositary, to a DTC participant. The seller will send
instructions to Clearstream or Euroclear through a member organization of
Clearstream or Euroclear at least one business day prior to settlement. In these
cases, Clearstream or Euroclear, as appropriate, will instruct the respective
depositary to deliver the book-entry certificates to the DTC participant's
account against payment. Payment will include interest accrued on the book-entry
certificates from and including the first day of the calendar month in which the
last coupon payment date occurs (or, if no coupon payment date has occurred,
from and including June 1, 2006) to and excluding the settlement date,
calculated on the basis of a year of 360 days consisting of twelve 30-day
months. The payment will then be reflected in the account of the member
organization of Clearstream or Euroclear the following day, and receipt of the
cash proceeds in the account of that member organization of Clearstream or
Euroclear would be back-valued to the value date, which would be the preceding
day, when settlement occurred in New York. Should the member organization of
Clearstream or Euroclear have a line of credit with its respective clearing
system and elect to be in debit in anticipation of receipt of the sale proceeds
in its account, the back-valuation will extinguish any overdraft charges
incurred over the one-day period. If settlement is not completed on the intended
value date, which means the trade fails, receipt of the cash proceeds in the
account of the member organization of Clearstream or Euroclear would be valued
instead as of the actual settlement date.


                                       E-2



          Finally, day traders that use Clearstream or Euroclear and that
purchase book-entry certificates from DTC participants for delivery to member
organizations of Clearstream or Euroclear should note that these trades would
automatically fail on the sale side unless affirmative action were taken. At
least three techniques should be readily available to eliminate this potential
problem:

          o    borrowing through Clearstream or Euroclear for one day, until the
               purchase side of the day trade is reflected in their Clearstream
               or Euroclear accounts, in accordance with the clearing system's
               customary procedures;

          o    borrowing the book-entry certificates in the United States from a
               DTC participant no later than one day prior to settlement, which
               would allow sufficient time for the book-entry certificates to be
               reflected in their Clearstream or Euroclear accounts in order to
               settle the sale side of the trade; or

          o    staggering the value dates for the buy and sell sides of the
               trade so that the value date for the purchase from the DTC
               participant is at least one day prior to the value date for the
               sale to the member organization of Clearstream or Euroclear.

CERTAIN U.S. FEDERAL INCOME TAX DOCUMENTATION REQUIREMENTS

          A holder that is not a "United States person" (a "U.S. person") within
the meaning of Section 7701(a)(30) of the Internal Revenue Code (a "non-U.S.
holder") holding a book-entry certificate through Clearstream, Euroclear or DTC
may be subject to U.S. withholding tax unless such holder provides certain
documentation to the issuer of such holder's book-entry certificate, the
certificate administrator or any other entity required to withhold tax (any of
the foregoing, a "U.S. withholding agent") establishing an exemption from
withholding. A non-U.S. holder may be subject to withholding unless each U.S.
withholding agent receives:

          1.   from a non-U.S. holder that is classified as a corporation for
               U.S. federal income tax purposes or is an individual, and is
               eligible for the benefits of the portfolio interest exemption or
               an exemption (or reduced rate) based on a treaty, a duly
               completed and executed IRS Form W-8BEN (or any successor form);

          2.   from a non-U.S. holder that is eligible for an exemption on the
               basis that the holder's income from the certificate is
               effectively connected to its U.S. trade or business, a duly
               completed and executed IRS Form W-8ECI (or any successor form);

          3.   from a non-U.S. holder that is classified as a partnership for
               U.S. federal income tax purposes, a duly completed and executed
               IRS Form W-8IMY (or any successor form) with all supporting
               documentation (as specified in the U.S. Treasury Regulations)
               required to substantiate exemptions from withholding on behalf of
               its partners; certain partnerships may enter into agreements with
               the IRS providing for different documentation requirements and it
               is recommended that such partnerships consult their tax advisors
               with respect to these certification rules;

          4.   from a non-U.S. holder that is an intermediary (i.e., a person
               acting as a custodian, a broker, nominee or otherwise as an agent
               for the beneficial owner of a certificate):

               (a)  if the intermediary is a "qualified intermediary" within the
                    meaning of section 1.1441-1(e)(5)(ii) of the U.S. Treasury
                    Regulations (a "qualified intermediary"), a duly completed
                    and executed IRS Form W-8IMY (or any successor or substitute
                    form)--

                    (i)   stating the name, permanent residence address and
                          qualified intermediary employer identification number
                          of the qualified intermediary and the country under
                          the laws of which the qualified intermediary is
                          created, incorporated or governed,

                    (ii)  certifying that the qualified intermediary has
                          provided, or will provide, a withholding statement as
                          required under section 1.1441-1(e)(5)(v) of the U.S.
                          Treasury Regulations,


                                       E-3



                    (iii) certifying that, with respect to accounts it
                          identifies on its withholding statement, the qualified
                          intermediary is not acting for its own account but is
                          acting as a qualified intermediary, and

                    (iv)  providing any other information, certifications, or
                          statements that may be required by the IRS Form W-8IMY
                          or accompanying instructions in addition to, or in
                          lieu of, the information and certifications described
                          in section 1.1441-1(e)(3)(ii) or 1.1441-1(e)(5)(v) of
                          the U.S. Treasury Regulations; or

               (b)  if the intermediary is not a qualified intermediary (a
                    "nonqualified intermediary"), a duly completed and executed
                    IRS Form W-8IMY (or any successor or substitute form)--

                    (i)   stating the name and permanent residence address of
                          the nonqualified intermediary and the country under
                          the laws of which the nonqualified intermediary is
                          created, incorporated or governed,

                    (ii)  certifying that the nonqualified intermediary is not
                          acting for its own account,

                    (iii) certifying that the nonqualified intermediary has
                          provided, or will provide, a withholding statement
                          that is associated with the appropriate IRS Forms W-8
                          and W-9 required to substantiate exemptions from
                          withholding on behalf of such nonqualified
                          intermediary's beneficial owners, and

                    (iv)  providing any other information, certifications or
                          statements that may be required by the IRS Form W-8IMY
                          or accompanying instructions in addition to, or in
                          lieu of, the information, certifications, and
                          statements described in section 1.1441-1(e)(3)(iii) or
                          (iv) of the U.S. Treasury Regulations; or

          5.   from a non-U.S. holder that is a trust, depending on whether the
               trust is classified for U.S. federal income tax purposes as the
               beneficial owner of the certificate, either an IRS Form W-8BEN or
               W-8IMY; any non-U.S. holder that is a trust should consult its
               tax advisors to determine which of these forms it should provide.

          All non-U.S. holders will be required to update the above-listed forms
and any supporting documentation in accordance with the requirements under the
U.S. Treasury Regulations. These forms generally remain in effect for a period
starting on the date the form is signed and ending on the last day of the third
succeeding calendar year, unless a change in circumstances makes any information
on the form incorrect. Under certain circumstances, an IRS Form W-8BEN, if
furnished with a taxpayer identification number, remains in effect until the
status of the beneficial owner changes, or a change in circumstances makes any
information on the form incorrect.

          In addition, all holders, including holders that are U.S. persons,
holding book-entry certificates through Clearstream, Euroclear or DTC may be
subject to backup withholding unless the holder--

          o    provides the appropriate IRS Form W-8 (or any successor or
               substitute form), duly completed and executed, if the holder is a
               non-U.S. holder;

          o    provides a duly completed and executed IRS Form W-9, if the
               holder is a U.S. person; or

          o    can be treated as an "exempt recipient" within the meaning of
               section 1.6049-4(c)(1)(ii) of the U.S. Treasury Regulations
               (e.g., a corporation or a financial institution such as a bank).

          This summary does not deal with all of the aspects of U.S. federal
income tax withholding or backup withholding that may be relevant to investors
that are non-U.S. holders. Such holders are advised to consult their own tax
advisors for specific tax advice concerning their holding and disposing of
book-entry certificates.


                                       E-4



PROSPECTUS

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                (ISSUABLE IN SERIES BY SEPARATE ISSUING ENTITIES)

                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
                                   (DEPOSITOR)

     Consider carefully the risk factors beginning on page 2 in this prospectus.

     The securities to be issued are mortgage-backed certificates issued by one
or more issuing entities that are a trust. The securities represent interests
only in the related trust fund and do not represent interests in or obligations
of Bear Stearns Commercial Mortgage Securities Inc.

     The applicable prospectus supplement may provide that either the
certificates or the underlying assets may be insured or guaranteed by a
governmental agency or other person.

     This prospectus may be used to offer and sell any series of certificates
only if accompanied by the prospectus supplement for that series.

THE TRUST FUNDS--

     (1) A new trust fund will be established to issue each series of
certificates.

     (2) Each trust fund will consist primarily of loans secured by pledges of
commercial, multifamily residential or mixed use properties.

     (3) A new trust fund may also include letters of credit, insurance
policies, guarantees, reserve funds, and interest rate swap agreements, interest
rate cap or floor agreements or currency swap agreements.

THE CERTIFICATES--

     (1) Each series of certificates will be issued as part of a designated
series that may include one or more classes.

     (2) Each series of certificates will represent the entire beneficial
ownership interest in the related trust fund and will be paid only from the
related trust fund assets.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE CERTIFICATES OR DETERMINED THAT
THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                 The date of this prospectus is March 31, 2006.



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

     We provide information about the certificates in two separate documents
that progressively provide more detail. These documents are:

     o    this prospectus, which provides general information, some of which may
          not apply to a particular series of certificates, including your
          series; and

     o    the prospectus supplement for a series of certificates, which will
          describe the specific terms of that series of certificates.

     You should rely only on the information provided in this prospectus and the
applicable prospectus supplement, including the information incorporated by
reference. We have not authorized anyone to provide you with different
information. We are not offering the certificates in any state where the offer
is not permitted.

     We have included cross-references to captions in these materials where you
can find related discussions that we believe will enhance your understanding of
the topic being discussed. The table of contents of this prospectus and the
table of contents included in the applicable prospectus supplement list the
pages on which these captions are located. You can also find references to key
topics in the table of contents on the preceding page.

     You can find the definitions of capitalized terms that are used in this
prospectus beginning on page 109 of this prospectus under the caption
"Glossary."


                                       i



                                TABLE OF CONTENTS

SUMMARY OF PROSPECTUS.....................................................     1
RISK FACTORS..............................................................     2
   Risks Relating to the Certificates.....................................     2
   Risks Relating to the Mortgage Loans...................................     6
DESCRIPTION OF THE TRUST FUNDS............................................    13
   General................................................................    13
   Mortgage Loans.........................................................    14
   MBS....................................................................    23
   Certificate Accounts...................................................    24
   Credit Support.........................................................    24
   Cash Flow Agreements...................................................    24
YIELD AND MATURITY CONSIDERATIONS.........................................    24
   General................................................................    24
   Pass-Through Rate......................................................    25
   Payment Delays.........................................................    25
   Shortfalls in Collections of Interest as a Result of Prepayments
      of Mortgage Loans...................................................    25
   Yield and Prepayment Considerations....................................    25
   Weighted Average Life and Maturity.....................................    27
   Controlled Amortization Classes and Companion Classes..................    28
   Other Factors Affecting Yield, Weighted Average Life and Maturity......    28
THE DEPOSITOR.............................................................    30
THE SPONSOR...............................................................    30
   Overview...............................................................    30
   BSCMI's Underwriting Standards.........................................    31
USE OF PROCEEDS...........................................................    33
DESCRIPTION OF THE CERTIFICATES...........................................    33
   General................................................................    33
   Distributions..........................................................    33
   Distributions of Interest on the Certificates..........................    34
   Distributions of Principal on the Certificates.........................    35
   Distributions on the Certificates in Respect of Prepayment Premiums
      or in Respect of Equity Participations..............................    35
   Allocation of Losses and Shortfalls....................................    35
   Advances in Respect of Delinquencies...................................    35
   Reports to Certificateholders..........................................    36
   Voting Rights..........................................................    38
   Termination............................................................    38
   Book-Entry Registration and Definitive Certificates....................    38
DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS.......................    40
   General................................................................    40
   Assignment of Mortgage Loans; Repurchases..............................    41
   Representations and Warranties; Repurchases............................    42
   Collection and Other Servicing Procedures..............................    43
   Sub-Servicers..........................................................    43
   Special Servicers......................................................    44
   Certificate Account....................................................    44
   Modifications, Waivers and Amendments of Mortgage Loans................    47
   Realization upon Defaulted Mortgage Loans..............................    47
   Hazard Insurance Policies..............................................    50
   Due-on-Sale and Due-on-Encumbrance Provisions..........................    50
   Servicing Compensation and Payment of Expenses.........................    51
   Evidence as to Compliance..............................................    51
   Some Matters Regarding the Servicer and the Depositor..................    52


                                       ii



   Events of Default......................................................    53
   Rights upon Event of Default...........................................    53
   Amendment..............................................................    54
   List of Certificateholders.............................................    55
   Certain Limitations on the Rights of Certificateholders................    55
   The Trustee............................................................    56
   Eligibility of the Trustee.............................................    56
   Duties of the Trustee..................................................    56
   Regarding the Fees, Indemnities and Powers of the Trustee..............    56
   Resignation and Removal of the Trustee.................................    57
DESCRIPTION OF CREDIT SUPPORT.............................................    57
   General................................................................    57
   Subordinate Certificates...............................................    58
   Cross-Support Provisions...............................................    58
   Insurance or Guarantees with Respect to Mortgage Loans.................    58
   Letter of Credit.......................................................    59
   Certificate Insurance and Surety Bonds.................................    59
   Reserve Funds..........................................................    59
   Credit Support with Respect to MBS.....................................    59
LEGAL ASPECTS OF MORTGAGE LOANS...........................................    60
   General................................................................    60
   Types of Mortgage Instruments..........................................    60
   Leases and Rents.......................................................    60
   Personal Property......................................................    61
   Foreclosure............................................................    61
   Leasehold Risks........................................................    64
   Cooperative Shares.....................................................    64
   Bankruptcy Laws........................................................    65
   Environmental Risks....................................................    67
   Due-on-Sale and Due-on-Encumbrance Provisions..........................    69
   Subordinate Financing..................................................    69
   Default Interest and Limitations on Prepayments........................    69
   Adjustable Rate Loans..................................................    70
   Applicability of Usury Laws............................................    70
   Servicemembers Civil Relief Act........................................    70
   Type of Mortgaged Property.............................................    70
   Americans with Disabilities Act........................................    71
   Forfeiture for Drug, RICO and Money Laundering Violations..............    71
MATERIAL FEDERAL INCOME TAX CONSEQUENCES..................................    71
   Federal Income Tax Consequences for REMIC Certificates.................    72
   Federal Income Tax Consequences for Certificates as to Which No
      REMIC Election Is Made..............................................    93
STATE AND OTHER TAX CONSIDERATIONS........................................   100
CERTAIN ERISA CONSIDERATIONS..............................................   100
   General................................................................   100
   Plan Asset Regulations.................................................   101
   Administrative Exemptions..............................................   101
   Unrelated Business Taxable Income; Residual Certificates...............   101
LEGAL INVESTMENT..........................................................   102
METHOD OF DISTRIBUTION....................................................   104
WHERE YOU CAN FIND MORE INFORMATION.......................................   105
INCORPORATION OF SOME INFORMATION BY REFERENCE............................   106
REPORTS...................................................................   106
FINANCIAL INFORMATION.....................................................   106
LEGAL MATTERS.............................................................   106
RATINGS...................................................................   106
GLOSSARY..................................................................   108


                                      iii



                              SUMMARY OF PROSPECTUS

     This summary includes selected information from this prospectus. It does
not contain all of the information you need to consider in deciding whether to
buy any class of the offered certificates. To understand the terms of the
offering of the offered certificates, you should read carefully this entire
prospectus and the applicable prospectus supplement.

TITLE OF CERTIFICATES.........   Commercial/Multifamily Mortgage Pass-Through
                                 Certificates, issuable in series.

DEPOSITOR.....................   Bear Stearns Commercial Mortgage Securities
                                 Inc., a Delaware corporation. Our telephone
                                 number is (212) 272-2000.

DESCRIPTION OF CERTIFICATES;
RATINGS.......................   The certificates of each series will be issued
                                 pursuant to a pooling and servicing agreement
                                 and may be issued in one or more classes. The
                                 certificates of each series will represent in
                                 the aggregate the entire beneficial ownership
                                 interest in the property of the related trust
                                 fund. Each trust fund will consist primarily of
                                 a segregated pool of commercial or multifamily
                                 mortgage loans, or mortgage-backed securities
                                 that evidence interests in, or that are secured
                                 by commercial or multifamily mortgage loans.
                                 Each class or certificate will be rated not
                                 lower than investment grade by one or more
                                 nationally recognized statistical rating
                                 agencies at the date of issuance.

     The prospectus supplement for a series of certificates includes important
information on related trust fund, certificates, and risks, including
information on the following:

                                 (1)  the name of the servicer and special
                                      servicer, the circumstances when a special
                                      servicer will be appointed and their
                                      respective obligations (if any) to make
                                      advances to cover delinquent payments on
                                      the assets of the trust fund, taxes,
                                      assessments or insurance premiums;

                                 (2)  the assets in the trust fund, including a
                                      description of the pool of mortgage loans
                                      or mortgage-backed securities;

                                 (3)  the identity and attributes of each class
                                      within a series of certificates, including
                                      whether (and to what extent) any credit
                                      enhancement benefits any class of a series
                                      of certificates;

                                 (4)  the tax status of certificates; and

                                 (5)  whether the certificates will be eligible
                                      to be purchased by investors subject to
                                      ERISA or will be mortgage related
                                      securities for purposes of SMMEA.

                                       1



                                  RISK FACTORS

     You should carefully consider, among other things, the following risk
factors and any other factors set forth under the heading "Risk Factors" in the
related prospectus supplement. In general, to the extent that the factors
discussed below pertain to or are influenced by the characteristics or behavior
of mortgage loans included in a particular trust fund, they would similarly
pertain to and be influenced by the characteristics or behavior of the mortgage
loans underlying any mortgage-backed securities included in the trust fund. If
any of the following risks are realized, your investment could be materially and
adversely affected. In addition, other risks unknown to us or which we currently
consider immaterial may also impair your investment.

RISKS RELATING TO THE CERTIFICATES

     LACK OF A SECONDARY MARKET FOR THE CERTIFICATES MAY MAKE IT DIFFICULT FOR
YOU TO RESELL YOUR CERTIFICATES AT ALL OR AT AN ATTRACTIVE PRICE. We cannot
assure you that a secondary market will develop for certificates. Even if a
secondary market develops, we cannot assure you that it will provide you with
liquidity of investment or will continue for as long as the offered certificates
remain outstanding. The absence of a secondary market for your certificates
means that you may not be able to find a buyer for your certificates or, if you
find a buyer, that the selling price may be less than it would have been if a
secondary market existed for the certificates. The underwriter for a series of
certificates will not be obligated to make a market for that series of
certificates even if it intends to do so. Even if a secondary market for your
certificates develops, it may provide less liquidity than any comparable market
for securities that evidence interests in single-family mortgage loans.

     Insofar as a secondary market does develop with respect to any series of
offered certificates or class of any series of offered certificates, other
factors may affect their market value. These include:

     o    the perceived liquidity of the offered certificates;

     o    their anticipated cash flow, which may vary widely depending upon the
          prepayment and default assumptions applied in respect of the
          underlying mortgage loans; and

     o    prevailing interest rates.

     For example, small fluctuations in prevailing interest rates may affect at
any given time the price payable of some of the classes of offered certificates.
In particular, a class with a relatively long average life, a companion class or
a class of stripped interest certificates or stripped principal certificates may
be extremely sensitive to small fluctuations in prevailing interest rates. In
addition, the relative change in price for an offered certificate in response to
an upward or downward movement in prevailing interest rates may not necessarily
equal the relative change in price for the offered certificate in response to an
equal but opposite movement in the rates. Accordingly, you may only be able to
sell your certificates at a discount from the price that you paid for them even
if a secondary market develops for the certificates. We are not aware of any
source through which holders of the certificates may obtain price information
about the offered certificates on an ongoing basis.

     You will have no right to redeem your certificates except to the extent
described in this prospectus and the related prospectus supplement. Offered
certificates are subject to early retirement only under some specified
circumstances described in this prospectus and in the related prospectus
supplement.

     You will be entitled to receive periodic reports pursuant to the related
pooling and servicing agreement regarding the status of the related mortgage
assets and any credit support for your certificates and any subordination of
your certificates to other classes of certificates. The periodic reports will be
the primary source of ongoing information regarding the offered certificates of
any series. The certificateholders may not receive any additional information
from any other source. The limited nature of the information may adversely
affect the liquidity of your certificates, even if a secondary market does
develop for them.

     SINCE THE MORTGAGE LOANS WILL NOT BE GUARANTEED, YOU MAY NOT RECEIVE FULL
PAYMENT ON YOUR CERTIFICATES TO THE EXTENT THERE IS A SHORTFALL IN PAYMENT ON
THE ASSETS OR THE RELATED TRUST FUND. The only sources of funds for


                                        2



payment on a series of certificates will generally be the assets of the related
trust fund and, to the extent provided in the applicable prospectus supplement,
any credit enhancement. The certificates will not be guaranteed by us or any of
our affiliates, by any governmental agency or instrumentality or by any other
person or entity unless otherwise stated in the related prospectus supplement. A
portion of the amounts remaining in some funds or accounts constituting part of
a trust fund, including any certificate account and any accounts maintained as
credit support, may be withdrawn under conditions described in the applicable
prospectus supplement for purposes other than the payment of principal or
interest in the related series of certificates. A series of certificates will
have no claim against or security interest in the trust fund for any other
series. As a result, you may suffer a loss on your certificates if the sources
for payment are insufficient to pay all the principal of and interest on the
certificates of your series. If you are a holder of a subordinate certificate,
you may bear a portion of the amount of the losses or shortfalls in collections
on the mortgage assets before the holders of the remaining classes of
certificates in the priority and manner and subject to the limitations specified
in the applicable prospectus supplement.

     THE RATE OF PRINCIPAL PREPAYMENTS ON THE MORTGAGE LOANS AND THE RATE OF
REPURCHASES OF THE MORTGAGE LOANS MAY ADVERSELY AFFECT THE YIELD ON YOUR
INVESTMENT. In deciding whether to purchase any offered certificates, you should
make an independent decision as to the appropriate prepayment assumptions to be
used. The pre-tax return on your investment will change from time to time for a
number of reasons, including the following:

     o    The amount of distributions of principal of the certificates and the
          times when you receive those distributions depends on the amount and
          the times at which borrowers make principal payments of the underlying
          mortgage loans, and on whether we or the servicer purchases the
          underlying mortgage loans.

     o    Prepayments of the mortgage loans in any trust fund by the related
          borrowers generally will result in a faster rate of principal payments
          on one or more classes of the related certificates than if payment on
          those mortgage loans are made as scheduled. The prepayment rate on
          mortgage loans may be influenced by a variety of economic, tax, legal
          and social factors. While one prepayment rate may be used for the
          purpose of pricing the certificates, there can be no assurance that
          the actual prepayment rate will be faster or slower than any assumed
          prepayment rate.

     In addition, to the extent described in this prospectus and in the related
prospectus supplement, in order to maximize recoveries on defaulted mortgage
loans, the servicer or a special servicer will be permitted, within prescribed
limits, to extend and modify mortgage loans that are in default or as to which a
payment default is imminent. While the servicer or a special servicer generally
will be required to determine that any extension or modification is reasonably
likely to produce a greater recovery than liquidation, we can give you no
assurance that any extension or modification will increase the present value of
receipts from or proceeds of the affected mortgage loans.

     We or the mortgage loan seller or sellers named in the applicable
prospectus supplement will be required to repurchase a mortgage loan from the
trust, or if so specified in the applicable prospectus supplement, substitute
another mortgage loan, if we or such seller or sellers breach the
representations and warranties made with respect to that mortgage loan. In
addition, the servicer may have the option to purchase the mortgage loans in the
trust fund and may be obligated to purchase mortgage loans from the trust fund
under the circumstances described in the prospectus supplement.

     If you buy your certificates at a premium or discount your yield to
maturity will be sensitive to prepayments on the mortgage loans in the related
trust fund. If the amount of interest payable with respect to your class is
disproportionately large, as compared to the amount of principal, as with some
classes of stripped interest certificates, you might fail to recover your
original investment under some prepayment scenarios. The extent to which the
yield to maturity of your certificates may vary from the anticipated yield will
depend in part upon the degree to which you purchased them at a discount or
premium and the amount and timing of distributions on those certificates. If you
purchase a certificate at a discount, you should consider the risk that a slower
than anticipated rate of principal payments on the mortgage loans could result
in an actual yield to you that is lower than the anticipated yield, and if you
purchase a certificate at a premium, you should consider the risk that a faster
than anticipated rate of principal payments could result in an actual yield to
you that is lower than the anticipated yield. For more detailed information
regarding these risks, you should refer to the section in this prospectus titled
"Yield and Maturity Considerations."


                                        3



     Average Life of Certificates. The terms of your certificates will determine
the extent to which prepayments on the mortgage loans in any trust fund
ultimately affect the average life of your certificates. For example, a class of
certificates, including a class of offered certificates, may provide that on any
distribution date you are entitled to a pro rata share of the prepayments on the
mortgage loans in the related trust fund that are distributable on that date, to
all or a disproportionately large share of the prepayments, or to none or a
disproportionately small share of the prepayments. A class of certificates that
entitles you to a disproportionately large share of the prepayments on the
mortgage loans in the related trust fund increases the likelihood of early
retirement of that class if the rate of prepayment is relatively fast. A class
of certificates that entitles you to a disproportionately small share of the
prepayments on the mortgage loans in the related trust fund increases the
likelihood of an extended average life of that class if the rate of prepayment
is relatively slow. Entitlements of the various classes of certificateholders of
any series to receive payments and, in particular, prepayments of principal of
the mortgage loans in the related trust fund may vary based on the occurrence of
some events, e.g., the retirement of one or more classes of certificates of the
series, or subject to some contingencies, e.g., prepayment and default rates
with respect to the mortgage loans.

     Controlled Amortization Classes and Companion Classes. A series of
certificates may include one or more controlled amortization classes, which will
entitle you to receive principal distributions according to a specified
principal payment schedule. Although prepayment risk cannot be eliminated
entirely for any class of certificates, a controlled amortization class will
generally provide a relatively stable cash flow so long as the actual rate of
prepayment of the mortgage loans in the related trust fund remains relatively
constant at the rate, or within the range of rates, of prepayment used to
establish the specific principal payment schedule for the certificates. However,
prepayment risk will not disappear.

     The stability afforded to a controlled amortization class comes at the
expense of one or more companion classes of the same series, any of which
companion classes may also be a class of offered certificates. In general, a
companion class may entitle you to a disproportionately large share of
prepayments on the mortgage loans in the related trust fund when the rate of
prepayment is relatively fast, and/or may entitle you to a disproportionately
small share of prepayments on the mortgage loans in the related trust fund when
the rate of prepayment is relatively slow. A companion class absorbs some, but
not all, of the risk that would otherwise belong to the related controlled
amortization class if all payments of principal of the mortgage loans in the
related trust fund were allocated on a pro rata basis.

     Ratings on your certificates do not guarantee that you will receive payment
under the pooling and servicing agreement. Ratings assigned by a rating agency
to a class of certificates reflect the rating agency's assessment of the
likelihood that the holders of certificates of that class will receive all
payments to which they are entitled. The ratings are based on the structural,
legal and issuer-related aspects associated with these certificates, the nature
of the underlying mortgage loans and the extent and quality of any credit
enhancement. Ratings will not constitute an assessment of the following:

     o    the likelihood that principal prepayments on the related mortgage
          loans will be made;

     o    the degree to which the rate of prepayments might differ from that
          originally anticipated;

     o    the likelihood of early optional termination of the related trust
          fund; or

     o    the possibility that prepayment of the related mortgage loans may be
          made at any particular rate.

     The amount, type and nature of credit support, if any, provided with
respect to a series of certificates will be determined on the basis of criteria
established by each rating agency rating classes of the certificates of the
series. Those criteria are sometimes based upon an actuarial analysis of the
behavior of mortgage loans in a larger group. However, we cannot assure you that
the historical data supporting any related actuarial analysis will accurately
reflect future experience, or that the data derived from a large pool of
mortgage loans will accurately predict the delinquency, foreclosure or loss
experience of any particular pool of mortgage loans. These criteria may also be
based upon determinations of the values of the mortgaged properties that provide
security for the mortgage loans. However, we cannot assure you that those values
will not decline in the future. For more detailed information regarding these
risks, you should refer to the section in this prospectus titled "Description of
Credit Support" and "Ratings."


                                        4



     ERISA IMPOSES LIMITATIONS ON WHO CAN PURCHASE THE CERTIFICATES; FAILURE TO
COMPLY WITH ERISA MAY MATERIALLY AND ADVERSELY AFFECT THE TRUST FUND AND RESULT
IN REDUCED PAYMENTS ON YOUR CERTIFICATES. Generally, ERISA applies to
investments made by employee benefit plans and transactions involving the assets
of those plans. In addition, some other retirement plans and arrangements,
including individual retirement accounts and Keogh plans, are subject to Section
4975 of the Internal Revenue Code. Due to the complexity of regulations that
govern the plans, if you are subject to ERISA or Section 4975 of the Internal
Revenue Code you are urged to consult your own counsel regarding the
consequences under ERISA or the Internal Revenue Code of acquisition, ownership
and disposition of the offered certificates of any series.

     For more detailed information regarding ERISA restrictions, you should
review the section in this prospectus titled "Certain ERISA Considerations."

     IF YOU ACQUIRE RESIDUAL CERTIFICATES YOU MAY BE SUBJECT TO ADVERSE TAX
CONSEQUENCES. If you are a holder of residual certificates that represents a
residual interest in a real estate investment conduit or "REMIC," you will be
required to report on your federal income tax returns as ordinary income your
pro rata share of the taxable income of the REMIC, regardless of the amount or
timing of your receipt of cash payments, if any. Accordingly, you may have
taxable income and tax liabilities arising from your investment during a taxable
year in excess of the economic income, if any, attributable to your certificate
during that period. While you will have a corresponding amount of the losses
later in the term of the REMIC, the present value of phantom income may
significantly exceed tax losses. Therefore, the after-tax yield on the residual
certificate that you receive may be significantly less than that of a corporate
bond or stripped instrument having similar cash flow characteristics. A residual
certificate may have negative value.

     All or a portion of your share of the REMIC taxable income may be treated
under the Internal Revenue Code as an "excess inclusion." You will have to pay
tax on the excess inclusions regardless of whether you have other credits,
deductions or losses. Excess inclusion income:

     o    generally will not be subject to offset by losses from other
          activities;

     o    will be treated as unrelated business taxable income for a tax-exempt
          holder; and

     o    will not qualify for exemption from withholding tax for a foreign
          holder.

     In addition, residual certificates are subject to numerous restrictions on
transfer.

     INDIVIDUALS AND SOME OTHER ENTITIES SHOULD NOT INVEST IN CERTIFICATES THAT
ARE RESIDUAL INTERESTS. The fees and non-interest expenses of a REMIC will be
allocated pro rata to certificates that are residual interests in the REMIC.
However, individuals will only be able to deduct these expenses as miscellaneous
itemized deductions, which are subject to numerous restrictions and limitations
under the Internal Revenue Code. Therefore, the certificates that are residual
interests generally are not appropriate investments for:

     o    individuals;

     o    estates;

     o    trusts beneficially owned by any individual or estate; and

     o    pass-through entities having any individual, estate or trust as a
          shareholder, member or partner.

     In addition, the REMIC residual certificates will be subject to numerous
transfer restrictions. These restrictions will reduce your ability to sell a
REMIC residual certificate. For example, unless we indicate otherwise in the
related prospectus supplement, you will not be able to transfer a REMIC residual
certificate to a foreign person or to a foreign permanent establishment or fixed
base (within the meaning of an applicable income tax treaty) of a "United States
person" within the meaning of the Internal Revenue Code.

     IF YOUR CERTIFICATES ARE ISSUED IN BOOK-ENTRY FORM, YOU WILL ONLY BE ABLE
TO EXERCISE YOUR RIGHTS INDIRECTLY THROUGH DTC AND YOU MAY ALSO HAVE LIMITED
ACCESS TO INFORMATION REGARDING THOSE CERTIFICATES. One or more


                                        5



classes of the offered certificates of any series may be issued as book-entry
certificates. Each class of book-entry certificates will be initially
represented by one or more certificates registered in the name of a nominee for
DTC. As a result, unless and until corresponding definitive certificates are
issued, you will be able to exercise your rights only indirectly through DTC and
its participating organizations. In addition, your access to information
regarding the book-entry certificates may be limited. Conveyance of notices and
other communications by DTC to its participating organizations, and directly and
indirectly through these organizations to you, will be governed by arrangements
among them, subject to any statutory or regulatory requirements as may be in
effect from time to time. Furthermore, as described in this prospectus, you may
suffer delays in the receipt of payments on the book-entry certificates. In
addition, your ability to pledge or otherwise take actions with respect to your
interest in the book-entry certificates may be limited due to the lack of a
physical certificate evidencing that interest.

     For more detailed information regarding book-entry registration, you should
review the section in this prospectus titled "Description of the
Certificates--Book-Entry Registration and Definitive Certificates."

RISKS RELATING TO THE MORTGAGE LOANS

     MORTGAGE LOANS ARE SUSCEPTIBLE TO NUMEROUS RISKS THAT MAY RESULT IN LOSSES
TO YOU.

     (1) Mortgage loans made on the security of multifamily or commercial
property may entail risks of delinquency and foreclosure that are greater than
similar risks associated with loans made on the security of an owner-occupied
single-family property. The ability of a borrower to repay a loan secured by an
income-producing property typically is dependent primarily upon the successful
operation of that property rather than upon the existence of independent income
or assets of the borrower. Thus, the value of an income-producing property is
directly related to the net operating income derived from that property. If the
net operating income of the property is reduced--for example, if rental or
occupancy rates decline or real estate tax rates or other operating expenses
increase--the borrower's ability to repay the loan may be impaired. A number of
the mortgage loans may be secured by liens on owner-occupied mortgaged
properties or on mortgaged properties leased to a single tenant or a small
number of significant tenants. Accordingly, a decline in the financial condition
of the borrower or a significant tenant, as applicable, may have a
disproportionately greater effect on the net operating income from the mortgaged
properties than would be the case with respect to mortgaged properties with
multiple tenants. Furthermore, the value of any mortgaged property may be
adversely affected by risks generally incident to interests in real property,
including the following:

     o    changes in general or local economic conditions and/or specific
          industry segments;

     o    declines in real estate values;

     o    declines in rental or occupancy rates;

     o    increases in interest rates, real estate tax rates and other operating
          expenses;

     o    changes in governmental rules, regulations and fiscal policies,
          including environmental legislation; and

     o    acts of God and other factors beyond the control of the servicer.

     (2) The type and use of a particular mortgaged property may present
additional risks. For instance, mortgaged properties that operate as hospitals
and nursing homes may present special risks to lenders due to the significant
governmental regulation of the ownership, operation, maintenance and financing
of health care institutions. Hotel and motel properties are often operated
pursuant to franchise, management or operating agreements that may be terminable
by the franchisor or operator. Moreover, the transferability of a hotel's
operating, liquor and other licenses upon a transfer of the hotel, whether
through purchase or foreclosure, is subject to local law requirements. The
ability of a borrower to repay a mortgage loan secured by shares allocable to
one or more cooperative dwelling units may be dependent upon the ability of the
dwelling units to generate sufficient rental income, which may be subject to
rent control or stabilization laws, to cover both debt service on the loan as
well as maintenance charges to the cooperative. Further, a mortgage loan secured
by cooperative shares is subordinate to the mortgage, if any, on the cooperative
apartment building.


                                        6



     (3) Other multifamily and commercial properties located in the areas of the
mortgaged properties and of the same types as the mortgaged properties compete
with the mortgaged properties to attract residents and customers. The leasing of
real estate is highly competitive. The principal means of competition are price,
location and the nature and condition of the facility to be leased. A borrower
under a mortgage loan competes with all lessors and developers of comparable
types of real estate in the area in which the mortgaged property is located. The
lessors or developers could have lower rentals, lower operating costs, more
favorable locations or better facilities. While a borrower under a mortgaged
property may renovate, refurbish or expand the mortgaged property to maintain it
and remain competitive, the renovation, refurbishment or expansion may itself
entail significant risk. Increased competition could adversely affect income
from and market value of the mortgaged properties. In addition, the business
conducted at each mortgaged property may face competition from other industries
and industry segments.

     (4) Some or all of the mortgage loans included in any trust fund will be
nonrecourse loans or loans for which recourse may be restricted or
unenforceable. As to any related mortgage loan, recourse in the event of
borrower default will be limited to the specific real property and other assets,
if any, that were pledged to secure the mortgage loan. However, even with
respect to those mortgage loans that provide for recourse against the borrower
and its assets generally, we can give you no assurance that enforcement of the
recourse provisions will be practicable, or that the assets of the borrower will
be sufficient to permit a recovery in respect of a defaulted mortgage loan in
excess of the liquidation value of the related mortgaged property.

     (5) The concentration of default, foreclosure and loss risks in individual
mortgage loans in a particular trust fund will generally be greater than for
pools of single-family loans. Mortgage loans in a trust fund will generally
consist of a smaller number of higher balance loans than would a pool of
single-family loans of comparable aggregate unpaid principal balance.

     OFFICE PROPERTIES HAVE PARTICULAR RISKS. In addition to risks generally
associated with real estate, office properties are also affected significantly
by:

     o    adverse changes in population and employment growth, which generally
          creates demand for office space,

     o    local competitive conditions, including the supply of office space or
          the existence or construction of new competitive office buildings,

     o    the quality and management philosophy of management,

     o    the attractiveness of the properties to tenants and their customers or
          clients,

     o    the attractiveness of the surrounding neighborhood, and

     o    the need to make major repairs or improvements to the property to
          satisfy the needs of major tenants.

     Office properties that are not equipped to accommodate the needs of modern
business may become functionally obsolete and thus non-competitive. In addition,
office properties may be adversely affected by an economic decline in the
businesses operated by their tenants. A decline of this sort may result in one
or more significant tenants ceasing operations at the related locations, which
may occur on account of:

     o    a tenant's voluntary decision not to renew a lease,

     o    bankruptcy or insolvency of these tenants, or

     o    these tenant's general cessation of business activities or for other
          reasons.

     The risk of an economic decline as described above is greater if revenue is
dependent on a single tenant or if there is a significant concentration of
tenants in a particular business or industry.

     MORTGAGE LOANS SECURED BY RETAIL PROPERTIES MAY BE ADVERSELY AFFECTED BY
CHANGES IN CONSUMER SPENDING PATTERNS, ALTERNATIVE FORMS OF RETAILING AND
CHANGES IN TENANTS OCCUPYING THE RETAIL PROPERTIES. In addition to risks


                                        7



generally associated with real estate, mortgage loans secured by retail
properties are also affected significantly by a number of factors, including:

     o    adverse changes in consumer spending patterns;

     o    local competitive conditions, including the supply of retail space or
          the existence or construction of new competitive shopping centers or
          shopping malls;

     o    alternative forms of retailing, including direct mail, television
          shopping networks and Internet based sales, which reduce the need for
          retail space by retail companies;

     o    the quality and management philosophy of management;

     o    the attractiveness of the properties and the surrounding neighborhood
          to tenants and their customers;

     o    the public perception of the safety of customers, at shopping malls
          and shopping centers, for example;

     o    the need to make major repairs or improvements to satisfy the needs of
          major tenants; and

     o    if an anchor or other significant tenant ceases operations at the
          locations, which may occur on account of a decision not to renew a
          lease, bankruptcy or insolvency of the tenant, the tenant's general
          cessation of business activities or for other reasons. Significant
          tenants at a shopping center play an important part in generating
          customer traffic and making the property a desirable location for
          other tenants at the property. In addition, some tenants at retail
          properties may be entitled to terminate their leases if an anchor
          tenant ceases operations at the property.

     SOME RISKS THAT AFFECT OCCUPANCY AND RENT LEVELS OF MULTIFAMILY RENTAL
PROPERTIES SUCH AS ADVERSE ECONOMIC CONDITIONS, CONSTRUCTION OF ADDITIONAL
HOUSING, MILITARY BASE CLOSINGS, COMPANY RELOCATIONS AND RENT CONTROL LAWS MAY
AFFECT THE ABILITY OF THE BORROWER TO MEET ITS OBLIGATIONS UNDER THE MORTGAGE
LOAN. Adverse economic conditions, either local, regional or national, may limit
or reduce the following:

     o    the amount of rent that can be charged for rental units;

     o    tenants' ability to pay rent;

     o    timeliness of rent payments;

     o    occupancy levels without a corresponding decrease in
          expenses--occupancy and rent levels may also be affected by
          construction of additional housing units;

     o    local military base closings;

     o    construction of additional housing units;

     o    company relocations and closings; and

     o    national and local politics, including current or future rent
          stabilization and rent control laws and agreements.

     Multifamily apartment units are typically leased on a short-term basis, and
consequently, the occupancy rate of a multifamily rental property may be subject
to rapid decline. In addition, the level of mortgage interest rates may
encourage tenants in multifamily rental properties to purchase single-family
housing rather than continue to lease housing or the characteristics of a
neighborhood may change over time or in relation to newer developments. Further,
the cost of operating a multifamily rental property may increase, including the
cost of utilities and the costs of required capital expenditures. Also, rent
control laws could impact the future cash flows of multifamily rental properties
that are subject to rental control laws.


                                        8



     Some multifamily rental properties are eligible to receive low-income
housing tax credits pursuant to Section 42 of the Internal Revenue Code.
However, Section 42 properties are subject to some restrictions that may affect
a borrower's ability to meet its obligations under a mortgage loan. This
includes the following:

     o    rent limitations associated with those properties may adversely affect
          the ability of the applicable borrowers to increase rents to maintain
          those properties in proper condition during periods of rapid inflation
          or declining market value of those properties;

     o    the income restrictions on tenants imposed by Section 42 of the
          Internal Revenue Code may reduce the number of eligible tenants;

     o    some eligible tenants may not find any differences in rents between
          the Section 42 properties and other multifamily rental properties in
          the same area to be a sufficient economic incentive to reside at a
          Section 42 property; and

     o    a Section 42 property may also have fewer amenities or otherwise be
          less attractive as a residence making it less attractive to eligible
          tenants.

     All of the foregoing conditions and events may increase the possibility
that a borrower may be unable to meet its obligations under its mortgage loan.

     MORTGAGE LOANS SECURED BY COOPERATIVELY OWNED APARTMENT BUILDINGS ARE
SUBJECT TO THE RISK THAT TENANT-SHAREHOLDERS OF A COOPERATIVELY OWNED APARTMENT
BUILDING WILL BE UNABLE TO MAKE THE REQUIRED MAINTENANCE PAYMENTS. Generally, a
tenant-shareholder of a cooperative corporation must make a monthly maintenance
payment to the cooperative corporation that owns the apartment building
representing that tenant-shareholder's pro rata share of the corporation's
payments in respect of the mortgage loan secured by that apartment building. The
tenant-shareholder must also pay its pro rata share of all real property taxes,
maintenance expenses and other capital and ordinary expenses with respect to
that apartment building, less any other income that the cooperative corporation
may realize.

     Adverse economic conditions, either local, regional or national, may
adversely affect tenant-shareholders' ability to make required maintenance
payments, either because adverse economic conditions have impaired the
individual financial conditions of the tenant-shareholders or their ability to
sub-let the subject apartments. To the extent that a large number of
tenant-shareholders in a cooperatively owned apartment building rely on
sub-letting their apartments to make maintenance payments, the lender on any
mortgage loan secured by that building will be subject to all the risks that it
would have in connection with lending on the security of a multifamily rental
property. In addition, if in connection with any cooperative conversion of an
apartment building, the sponsor holds the shares allocated to a large number of
the apartment units, any lender secured by a mortgage on the building will be
subject to a risk associated with the sponsor's creditworthiness.

     SELF-STORAGE PROPERTIES HAVE PARTICULAR RISKS. Warehouse, mini-warehouse
and self-storage properties ("Storage Properties") are considered vulnerable to
competition because both acquisition costs and break-even occupancy are
relatively low. The conversion of Storage Properties to alternative uses would
generally require substantial capital expenditures. Thus, if the operation of
any of the Storage Properties becomes unprofitable due to decreased demand,
competition, age of improvements or other factors, such that the borrower
becomes unable to meet its obligation on the related mortgage loan, the
liquidation value of that Storage Property may be substantially less, relative
to the amount owing on the mortgage loan, than would be the case if the Storage
Property were readily adaptable to other uses. Tenant privacy, anonymity and
efficient access are important to the success of a Storage Property, as are
building design and location.

     HOTEL AND MOTEL PROPERTIES HAVE PARTICULAR RISKS. Hotel and motel
properties are subject to operating risks common to the lodging industry. These
risks include, among other things:

     o    a high level of continuing capital expenditures to keep necessary
          furniture, fixtures and equipment updated,

     o    competition from other hotels and motels,


                                        9



     o    increases in operating costs, which increases may not necessarily in
          the future be offset by increased room rates and

     o    dependence on business and commercial travelers and tourism, increases
          in energy costs and other expenses of travel and adverse effects of
          general and local economic conditions.

     These factors could adversely affect the related borrower's ability to make
payments on the related mortgage loans. Since limited service hotels and motels
are relatively quick and inexpensive to construct, an over-building of hotels
and motels could occur in any given region, which would likely adversely affect
occupancy and daily room rates. Further, because hotel and motel rooms are
generally rented for short periods of time, hotel and motel properties tend to
be more sensitive to adverse economic conditions and competition than many other
commercial properties. Furthermore, the financial strength and capabilities of
the owner and operator of a hotel may have a substantial impact on that hotel's
quality of service and economic performances. Additionally, the revenues of
certain hotels and motels, particularly those located in regions whose economies
depend upon tourism, may be highly seasonal in nature.

     A hotel or motel property may present additional risks as compared to other
commercial property types in that:

     o    hotels and motels may be operated pursuant to franchise, management
          and operating agreements that may be terminable by the franchisor, the
          manager or the operator;

     o    the transferability of any operating, liquor and other licenses to the
          entity acquiring the related hotel and motel, either through purchase
          or foreclosure, is subject to local law requirements;

     o    it may be difficult to terminate an ineffective operator of a hotel or
          motel property subsequent to a foreclosure of the related property;
          and

     o    future occupancy rates may be adversely affected by, among other
          factors, any negative perception of a hotel or motel based upon its
          historical reputation.

     Hotel and motel properties may be operated pursuant to franchise
agreements. The continuation of franchise is typically subject to specified
operating standards and other terms and conditions. The franchisor periodically
inspects its licensed properties to confirm adherence to its operating
standards. The failure of the hotel or motel property to maintain these
standards or adhere to other terms and conditions could result in the loss or
cancellation of the franchise license. It is possible that the franchisor could
condition the continuation of a franchise license on the completion of capital
improvements or the making of certain capital expenditures that the related
borrower determines are too expensive or are otherwise unwarranted in light of
general economic conditions or the operating results or prospects of the
affected hotels or motels. In that event, the related borrower may elect to
allow the franchise license to lapse. In any case, if the franchise is
terminated, the related borrower may seek to obtain a suitable replacement
franchise or to operate the related hotel or motel property independently of a
franchise license. The loss of a franchise license could have a material adverse
effect upon the operations or the underlying value of the hotel or motel covered
by the franchise because of the loss of associated name recognition, marketing
support and centralized reservation systems provided by the franchisor.

     MANUFACTURED HOUSING COMMUNITY PROPERTIES AND RECREATIONAL VEHICLE PARKS
HAVE PARTICULAR RISKS. The successful operation of a manufactured housing
community or recreational vehicle park will generally depend upon the number of
competing manufactured housing communities or recreational vehicle parks in the
local market, as well as upon other factors, including its age, appearance,
reputation, management and the types of facilities and services it provides.

     Manufactured housing communities also compete against alternative forms of
residential housing, including multifamily rental properties,
cooperatively-owned apartment buildings, condominium complexes and single-family
residential developments. Recreational vehicle parks also compete against
alternative forms of recreation and short-term lodging, for example, staying at
a hotel at the beach.

     MANUFACTURED HOUSING COMMUNITY PROPERTIES AND RECREATIONAL VEHICLE PARKS
ARE "SPECIAL PURPOSE" PROPERTIES THAT CANNOT BE READILY CONVERTED TO GENERAL
RESIDENTIAL, RETAIL OR OFFICE USE. Thus, if the operation of a


                                       10



manufactured housing community or recreational vehicle park becomes unprofitable
due to competition, age of the improvements or other factors such that the
borrower becomes unable to meet its obligations on the related mortgage loan,
the liquidation value of the mortgaged property may be substantially less,
relative to the amount owing on the related mortgage loan, than would be the
case if the mortgaged property were readily adaptable to other uses.

     MORTGAGE LOANS WITH BALLOON PAYMENTS INVOLVE THE RISK THAT BORROWERS MAY
NOT BE ABLE TO REFINANCE THE LOAN OR SELL THE RELATED PROPERTY. Mortgage loans
may be non-amortizing or only partially amortizing over their terms to maturity.
Those mortgage loans will require substantial principal payments--that is,
balloon payments--at their stated maturity. Mortgage loans of this type involve
a greater degree of risk than self-amortizing loans because the ability of a
borrower to make a balloon payment typically will depend upon its ability either
to refinance the loan or to sell the related mortgaged property. The ability of
a borrower to accomplish either of these goals will be affected by a number of
factors, including:

     o    value of the related mortgaged property;

     o    the level of available mortgage rates at the time of sale or
          refinancing;

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

     o    the financial condition and operating history of the borrower and the
          related mortgaged property;

     o    tax laws and rent control laws, with respect to some residential
          properties;

     o    Medicaid and Medicare reimbursement rates, with respect to hospitals
          and nursing homes; and

     o    prevailing general economic conditions and the availability of credit
          for loans secured by multifamily or commercial, as the case may be,
          real properties generally.

     Neither we nor any of our affiliates will be required to refinance any
mortgage loan.

     CREDIT SUPPORT FOR A SERIES OF CERTIFICATES MAY COVER SOME OF YOUR LOSSES
OR RISKS BUT MAY NOT COVER ALL POTENTIAL RISKS TO YOU. The prospectus supplement
for a series of certificates will describe any credit support provided for these
certificates. Use of credit support will be subject to the conditions and
limitations described in this prospectus and in the related prospectus
supplement. Moreover, the available credit support may not cover all potential
losses or risks. For example, credit support may or may not cover fraud or
negligence by a mortgage loan originator or other parties.

     A series of certificates may include one or more classes of subordinate
certificates, which may, in turn, include offered certificates. Subordination is
intended to reduce the risk to holders of each more senior class of certificates
of delinquent distributions or ultimate losses on the mortgage assets. However,
the amount of subordination will be limited and may decline. Since the senior
certificateholders are paid principal before subordinate certificateholders,
subordinate certificateholders may not be paid any principal if the available
credit support is exhausted. As a result, if you are a holder of subordinate
certificates, you will primarily experience the impact of losses and shortfalls.
Moreover, if the available credit support covers more than one series of
certificates, you will be subject to the risk that the credit support will be
exhausted by the claims of the holders of certificates of one or more other
series.

     Rating agencies rating the certificates will determine the level of credit
support based on an assumed level of defaults, delinquencies and losses on the
underlying mortgage assets and some other factors. We cannot, however, assure
you that the loss experience on the related mortgage assets will not exceed the
assumed levels.

     For more detail information regarding credit support of certificates you
should review the sections in this prospectus titled "--Risks Relating to the
Certificates--Ratings on your certificates do not guarantee that you will
receive payment under the pooling and servicing agreement," "Description of the
Certificates" and "Description of Credit Support."

     IF THE MORTGAGED PROPERTY IS SUBJECT TO A LEASE, THE LENDER IS SUBJECT TO
THE RISK THAT IF THE BORROWER DEFAULTS, THE MORTGAGE LENDER MAY HAVE TO OBTAIN A
COURT ORDER APPOINTING A RECEIVER BEFORE BEING ABLE TO COLLECT RENTS.


                                       11



Each mortgage loan secured by mortgaged property that is subject to leases
typically will be secured by an assignment of leases and rents. This means that
the borrower assigns to the lender its right, title and interest as landlord
under the leases of the related mortgaged property, and the income derived from
it, as further security for the related mortgage loan. The borrower may continue
to collect rents for so long as there is no default. If the borrower defaults,
the lender is entitled to collect rents. Some state laws may require that the
lender take possession of the mortgaged property and obtain a judicial
appointment of a receiver before becoming entitled to collect the rents. In
addition, if bankruptcy or similar proceedings are commenced by or in respect of
the borrower, the lender's ability to collect the rents may be adversely
affected.

     For more detailed information regarding leases and rents, you should review
the section in this prospectus titled "Legal Aspects of Mortgage Loans--Leases
and Rents."

     OWNERS AND OPERATORS OF A MORTGAGED PROPERTY AND MORTGAGE LENDERS MAY
BECOME LIABLE FOR THE COSTS OF ENVIRONMENTAL CLEANUP. Under federal law and the
laws of some states, contamination of real property may give rise to a lien on
the property to assure the costs of cleanup. In several states, such a lien has
priority over an existing mortgage lien on that property. In addition, under
various federal, state and local laws, ordinances and regulations, an owner or
operator of real estate may be liable for the costs of removal or remediation of
hazardous substances or toxic substances on, in, beneath, or emanating from that
property. The owner may become liable without regard to whether the owner knew
of, or was responsible for, the presence of hazardous or toxic substances on the
property. The cost of any required remediation and the owner or operator's
liability as to any property could exceed the value of the mortgaged property
and the aggregate assets of the owner or operator. In addition, owners or
operators of mortgaged properties that generate hazardous substances that are
disposed of at off-site locations may be held strictly, jointly and severally
liable if there are releases or threatened releases of hazardous substances at
the off-site locations where the hazardous substances were disposed.

     Lenders whose primary indicia of ownership in a particular property is the
holding of a security interest are exempted from the definition of owner under
the federal Comprehensive Environmental Response, Compensation, and Liability
Act of 1980. However, lenders may forfeit their secured creditor exemption, as a
result of their actions with respect to particular borrowers, and be deemed an
owner or operator of property so that they are liable for remediation costs. A
lender also risks liability for remediation costs on foreclosure of the
mortgage. Unless otherwise specified in the related prospectus supplement, if a
trust fund includes mortgage loans, then the related pooling and servicing
agreement will contain provisions generally to the effect that the servicer,
acting on behalf of the trust fund, may not acquire title to a mortgaged
property or assume control of its operation unless the servicer, based upon a
report prepared by a person who regularly conducts environmental audits, has
made the determination that it is appropriate to do so. We cannot assure you
that any requirements of a pooling and servicing agreement will effectively
insulate the related trust fund from potential liability for a materially
adverse environmental condition at a mortgaged property.

     For more detailed information regarding environmental risks, you should
review the section in this prospectus titled "Legal Aspects of Mortgage
Loans--Environmental Risks."

     HAZARD INSURANCE POLICIES ON MORTGAGED PROPERTIES MAY NOT FULLY COVER ALL
TYPES OF DAMAGE TO THE MORTGAGED PROPERTIES. Unless otherwise specified in a
prospectus supplement, the servicer will be required to cause the borrower on
each mortgage loan to maintain insurance coverage in respect of the related
mortgaged property, including hazard insurance. However, the servicer may be
able to satisfy its obligation to cause hazard insurance to be maintained
through acquisition of a blanket policy. In general, the standard form of fire
and extended coverage policy covers physical damage to or destruction of the
improvements of the property by fire, lightning, explosion, smoke, windstorm and
hail, and riot, strike and civil commotion, subject to the conditions and
exclusions specified in each policy. The insurance policies will be underwritten
by different insurers under different state laws in accordance with different
applicable state forms, and therefore will not contain identical terms and
conditions. Most insurance policies, however, typically do not cover any
physical damage resulting from war, revolution, governmental actions, floods and
other water-related causes, earth movement (including earthquakes, landslides
and mudflows), wet or dry rot, vermin, domestic animals and some other kinds of
risks. Unless the related mortgage specifically requires the mortgagor to insure
against physical damage arising from causes not typically covered by an
insurance policy, then, to the extent any consequent losses are not covered by
the available credit support, you may in part bear the resulting losses.


                                       12



     For more detailed information regarding insurance policies, you should
review the section in this prospectus titled "Description of the Pooling and
Servicing Agreements--Hazard Insurance Policies."

     THE YIELD ON YOUR CERTIFICATES MAY BE ADVERSELY AFFECTED TO THE EXTENT THAT
THE RELATED TRUST FUND MAY INCLUDE DELINQUENT MORTGAGE LOANS BECAUSE THE
AVAILABLE CREDIT SUPPORT MAY NOT COVER ALL LOSSES RELATED TO THE DELINQUENT
MORTGAGE LOANS. The trust fund for a particular series of certificates may
include mortgage loans that are past-due, i.e., beyond any applicable grace
period. However, delinquent mortgage loans may only constitute up to, but not
including, 20% (by principal balance) of the trust fund. A special servicer may
perform the servicing of delinquent mortgage loans. When a mortgage loan has a
loan-to-value ratio of 100% or more, the related borrower will have no equity in
the related mortgaged property. In these cases, the related borrower may not
have an incentive to continue to perform under that mortgage loan. In addition,
when the debt service coverage ratio of a mortgage loan is below 1.0x, the
revenue derived from the use and operation of the related mortgaged property is
insufficient to cover the operating expenses of the mortgaged property and to
pay debt service on that mortgage loan and all mortgage loans senior to that
mortgage loan. In those cases, the related borrower will be required to pay from
sources other than cash flow from the related mortgaged property. If the related
borrower ceases to use alternative cash sources at a time when operating revenue
from the related mortgaged property is still insufficient to cover all expenses
and debt service, deferred maintenance at the related mortgaged property and/or
a default under the subject mortgage loan may occur. Available credit may not
cover all losses related to delinquent mortgage loans. You should therefore
consider the risk that the inclusion of delinquent mortgage loans in the trust
fund may adversely affect the rate of defaults and prepayments on the mortgage
assets in the trust fund and the yield on the offered certificates.

     For more detailed information regarding delinquent mortgage loans, you
should review the section in this prospectus titled "Description of the Trust
Funds--Mortgage Loans--General."

     A WORD ABOUT FORWARD LOOKING STATEMENTS. Whenever we use words like
"intends," "anticipates" or "expects" or similar words in this prospectus, we
are making a forward-looking statement, or a projection of what we think will
happen in the future. Forward-looking statements are inherently subject to a
variety of circumstances, many of which are beyond our control that could cause
actual results to differ materially from what we think they might be. Any
forward-looking statements in this prospectus speak only as of the date of this
prospectus. We do not assume any responsibility to update or review any
forward-looking statement or to reflect any change in events, conditions or
circumstances on which we have based any forward-looking statement.

                         DESCRIPTION OF THE TRUST FUNDS

GENERAL

     The primary assets of each trust fund will consist of the following:

     o    various types of multifamily or commercial mortgage loans;

     o    pass-through certificates or other mortgage-backed securities ("MBS")
          that evidence interests in, or that are secured by pledges of, one or
          more of various types of multifamily or commercial mortgage loans; or

     o    a combination of the foregoing, which we call mortgage assets.

     We will establish each trust fund. We will select each mortgage asset for
inclusion in a trust fund from among those purchased, either directly or
indirectly, from a mortgage asset seller, which may or may not be the originator
of a mortgage loan or the issuer of a MBS and may be our affiliate. Unless
otherwise provided in the related prospectus supplement, neither we nor any of
our affiliates and no governmental agency or instrumentality or any other person
will guarantee or insure any of the mortgage assets included in a trust fund.
The discussion below under the heading "--Mortgage Loans," unless otherwise
noted, applies equally to mortgage loans underlying any MBS included in a
particular trust fund.


                                       13



MORTGAGE LOANS

     General. The mortgage loans will be evidenced by promissory notes or other
evidences of indebtedness called mortgage notes, secured by liens on fee or
leasehold estates in properties called mortgaged properties consisting of the
following:

     o    residential properties consisting of five or more rental or
          cooperatively owned dwelling units in high-rise, mid-rise or garden
          apartment buildings or other residential structures, called
          multifamily properties, and manufactured housing community properties;

     o    commercial properties consisting of office buildings, retail
          facilities related to the sale of goods and products and facilities
          related to providing entertainment, recreation or personal services,
          hotels and motels, casinos, health care-related facilities,
          recreational vehicle parks, convenience and gasoline stores, warehouse
          facilities, mini-warehouse facilities, self-storage facilities,
          industrial facilities, parking lots, auto parks, golf courses, arenas
          and restaurants, or any cooperatively owned units therein; and

     o    mixed use properties--that is, any combination of the foregoing--and
          unimproved land, both called commercial properties.

     The multifamily properties may include mixed commercial and residential
structures, and apartment buildings owned by a private cooperative housing
corporation, with shares of the cooperative allocable to one or more dwelling
units occupied by non-owner tenants or to vacant units. The liens may be created
by mortgages, deeds of trust and similar security instruments. Each mortgage
will create a first priority or junior priority mortgage lien on a borrower's
fee estate in a mortgaged property. If a mortgage creates a lien on a borrower's
leasehold estate in a property, then, unless otherwise specified in the related
prospectus supplement, the term of any leasehold will exceed the term of the
mortgage note by at least two years. Unless otherwise specified in the related
prospectus supplement, each mortgage loan will have been originated by a person
other than us; however, the originator may be or may have been one of our
affiliates.

     Mortgage assets for a series of certificates may include mortgage loans
made on the security of real estate projects under construction. In that case,
the related prospectus supplement will describe the procedures and timing for
making disbursements from construction reserve funds as portions of the related
real estate project are completed. In addition, some of the mortgage loans
included in the trust fund for a particular series of certificates may be
delinquent or non-performing as of the date those certificates are issued. In
that case, the related prospectus supplement will set forth available
information as to the period of the delinquency or non-performance, any
forbearance arrangement then in effect, the condition of the related mortgaged
property and the ability of the mortgaged property to generate income to service
the mortgage debt.

     Mortgage Loans Secured by Office Properties. Significant factors affecting
the value of office properties include the quality of the tenants in the
building, the physical attributes of the building in relation to competing
buildings, the location of the building with respect to the central business
district or population centers, demographic trends within the metropolitan area
to move away from or towards the central business district, social trends
combined with space management trends, which may change towards options such as
telecommuting, tax incentives offered to businesses by cities or suburbs
adjacent to or near the city where the building is located and the strength and
stability of the market area as a desirable business location. Office properties
may be adversely affected by an economic decline in the businesses operated by
their tenants. The risk of an economic decline is increased if revenue is
dependent on a single tenant or if there is a significant concentration of
tenants in a particular business or industry.

     Office properties are also subject to competition with other office
properties in the same market. Competition is affected by various factors
affecting a building, including:

     o    its age;

     o    its condition;

     o    its design, including floor sizes and layout;


                                       14



     o    its access to transportation; and

          o    the availability of parking and the owner's ability to offer
               certain amenities to its tenants, including sophisticated
               building systems such as

          o    fiber optic cables,

          o    satellite communications or

     o    other base building technological features.

     Office properties that are not equipped to accommodate the needs of modern
business may become functionally obsolete and thus non-competitive.

     The success of an office property also depends on the local economy. A
company's decision to locate office headquarters in a given area, for example,
may be affected by an array of factors including:

     o    labor cost and quality;

     o    tax environment; and

     o    quality of life matters, such as schools and cultural amenities.

     A central business district may have a substantially different economy from
that of a suburb. The local economy will affect an office property's ability to
attract stable tenants on a consistent basis. In addition, the cost of refitting
office space for a new tenant is often higher than for other property types.

     Mortgage Loans Secured by Retail Properties. Retail properties generally
derive all or a substantial percentage of their income from lease payments from
commercial tenants. Income from and the market value of retail properties is
dependent on various factors including, but not limited, to the following:

     o    the ability to lease space in the properties;

     o    the ability of tenants to meet their lease obligations;

     o    the possibility of a significant tenant becoming bankrupt or
          insolvent; and

     o    fundamental aspects of real estate such as location and market
          demographics.

     The correlation between the success of tenant businesses and property value
is more direct with respect to retail properties than other types of commercial
property because a significant component of the total rent paid by retail
tenants is often tied to a percentage of gross sales. Declines in tenant sales
will cause a corresponding decline in percentage rents and may cause these
tenants to become unable to pay their rent or other occupancy costs. The default
by a tenant under its lease could result in delays and costs in enforcing the
lessor's rights. Repayment of the related mortgage loans will be affected by the
expiration of space leases and the ability of the respective borrowers to renew
or relet the space on comparable terms. Even if vacated space is successfully
relet, the costs associated with reletting, including tenant improvements,
leasing commissions and free rent, could be substantial and could reduce cash
flow from the retail properties. The correlation between the success of tenant
businesses and property value is increased when the property is a single tenant
property.

     Whether a shopping center is anchored or unanchored is also an important
distinction. Anchor tenants in shopping centers traditionally have been a major
factor in the public's perception of a shopping center. The anchor tenants at a
shopping center play an important part in generating customer traffic and making
a center a desirable location for other tenants of the center. The failure of an
anchor tenant to renew its lease, the termination of an anchor tenant's lease,
the bankruptcy or economic decline of an anchor tenant, or the cessation of the
business of an anchor tenant--notwithstanding any continued payment of rent--can
have a material negative effect on the


                                       15



economic performance of a shopping center. Furthermore, the correlation between
the success of tenant businesses and property value is increased when the
property is a single tenant property.

     Retail properties, including quick service restaurants and convenience and
gasoline facilities in particular, can also be significantly dependent on
operational factors, such as the availability of trained labor and changes in
prices for key commodities. In addition, such uses may be subject to franchise
agreement restrictions on transfers or other operational aspects.

     Unlike some other types of commercial properties, retail properties also
face competition from sources outside a given real estate market. Catalogue
retailers, home shopping networks, telemarketing, selling through the Internet,
and outlet centers all compete with more traditional retail properties for
consumer dollars. Continued growth of these alternative retail outlets, which
are often characterized by lower operating costs, could adversely affect the
retail properties.

     Mortgage Loans Secured by Multifamily Rental Properties. Significant
factors determining the value and successful operation of a multifamily rental
property include the following:

     o    location of the property;

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

     o    the physical attributes of the multifamily building, such as its age
          and appearance; and

     o    state and local regulations affecting the property.

     In addition, the successful operation of an apartment building will depend
upon other factors such as its reputation, the ability of management to provide
adequate maintenance and insurance, and the types of services it provides.

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

     In addition to state regulation of the landlord-tenant relationship,
numerous counties and municipalities impose rent control on apartment buildings.
These ordinances may limit rent increases to fixed percentages, to percentages
of increases in the consumer price index, to increases set or approved by a
governmental agency, or to increases determined through mediation or binding
arbitration. In many cases, the rent control laws do not provide for decontrol
of rental rates upon vacancy of individual units. Any limitations on a
borrower's ability to raise property rents may impair the borrower's ability to
repay its mortgage loan from its net operating income or the proceeds of a sale
or refinancing of the related mortgaged property.

     Adverse economic conditions, either local, regional or national, may limit
the amount of rent that can be charged, may adversely affect tenants' ability to
pay rent and may result in a reduction in timely rent payments or a reduction in
occupancy levels. Occupancy and rent levels may also be affected by construction
of additional housing units, local military base closings, company relocations
and closings and national and local politics, including current or future rent
stabilization and rent control laws and agreements.

     Multifamily apartment units are typically leased on a short-term basis, and
consequently, the occupancy rate of a multifamily rental property may be subject
to rapid decline, including for some of the foregoing reasons. In addition, the
level of mortgage interest rates may encourage tenants to purchase single-family
housing rather than continue to lease housing. The location and construction
quality of a particular building may affect the occupancy


                                       16



level as well as the rents that may be charged for individual units. The
characteristics of a neighborhood may change over time or in relation to newer
developments.

     Mortgage Loans Secured by Cooperatively Owned Apartment Buildings. A
cooperative apartment building and the land under the building are owned or
leased by a non-profit cooperative corporation. The cooperative corporation is
in turn owned by tenant-shareholders who, through ownership of stock, shares or
membership certificates in the corporation, receive proprietary leases or
occupancy agreements. The proprietary leases and occupancy agreements confer
exclusive rights to occupy specific apartments or units. Generally, a
tenant-shareholder of a cooperative corporation must make a monthly maintenance
payment to the corporation representing the tenant-shareholder's pro rata share
of the corporation's payments in respect of any mortgage loan secured by,
including all real property taxes, maintenance expenses and other capital and
ordinary expenses with respect to, the real property owned by the cooperative
corporation, less any other income that the cooperative corporation may realize.
Payments to the cooperative corporation are in addition to any payments of
principal and interest the tenant-shareholder must make on any loans of the
tenant-shareholder secured by its shares in the corporation.

     A cooperative corporation is directly responsible for building management
and payment of real estate taxes and hazard and liability insurance premiums. A
cooperative corporation's ability to meet debt service obligations on a mortgage
loan secured by the real property owned by the cooperative corporation, as well
as all other operating expenses of the property, is dependent primarily upon the
receipt of maintenance payments from the tenant-shareholders, together with any
rental income from units or commercial space that the cooperative corporation
might control. Unanticipated expenditures may in some cases have to be paid by
special assessments on the tenant-shareholders. A cooperative corporation's
ability to pay the amount of any balloon payment due at the maturity of a
mortgage loan secured by the real property owned by the cooperative corporation
depends primarily on its ability to refinance the mortgage loan. Neither we nor
any other person will have any obligation to provide refinancing for any of the
mortgage loans.

     In a typical cooperative conversion plan, the owner of a rental apartment
building contracts to sell the building to a newly formed cooperative
corporation. The owner or sponsor allocates shares to each apartment unit, and
the current tenants have a fixed period to subscribe at prices discounted from
the prices to be offered to the public after that period. As part of the
consideration for the sale, the owner or sponsor receives all the unsold shares
of the cooperative corporation. The sponsor usually also controls the
corporation's board of directors and management for a limited period of time.

     Each purchaser of shares in the cooperative corporation generally enters
into a long-term proprietary lease which provides the shareholder with the right
to occupy a particular apartment unit. However, many cooperative conversion
plans are so-called "non-eviction" plans. Under a non-eviction plan, a tenant at
the time of conversion who chooses not to purchase shares is entitled to reside
in the unit as a subtenant from the owner of the shares allocated to that
apartment unit. Any applicable rent control or rent stabilization laws would
continue to be applicable to that subtenancy. The subtenant may be entitled to
renew its lease for an indefinite number of times, with continued protection
from rent increases above those permitted by any applicable rent control and
rent stabilization laws. The shareholder is responsible for the maintenance
payments to the cooperative without regard to its receipt or non-receipt of rent
from the subtenant, which may be lower than maintenance payments on the unit.
Newly-formed cooperative corporations typically have the greatest concentration
of non-tenant shareholders.

     Mortgage Loans Secured by Industrial Properties. Significant factors that
affect the value of industrial properties are:

     o    the quality of tenants;

     o    building design and adaptability; and

     o    the location of the property.

     Industrial properties may be adversely affected by reduced demand for
industrial space occasioned by a decline in a particular industry segment and/or
by a general slow-down in the economy, and an industrial property that suited
the particular needs of its original tenant may be difficult to relet to another
tenant or may become functionally obsolete relative to newer properties.
Furthermore, industrial properties may be adversely affected by


                                       17



the availability of labor sources or a change in the proximity of supply
sources. Because industrial properties frequently have a single tenant, any
related property is heavily dependent on the success of the tenant's business.

     Aspects of building site, design and adaptability affect the value of an
industrial property. Site characteristics which are valuable to an industrial
property include ceiling heights, column spacing, number of bays and bay depths,
divisibility, floor loading capacities, truck turning radius and overall
functionality and accessibility. Nevertheless, site characteristics of an
industrial property suitable for one tenant may not be appropriate for other
potential tenants, which may make it difficult to relet the property.

     Location is also important because an industrial property requires the
availability of labor sources, proximity to supply sources and customers and
accessibility to rail lines, major roadways and other distribution channels.
Further, industrial properties may be adversely affected by economic declines in
the industry segment of their tenants.

     Mortgage Loans Secured by Warehouse, Mini-Warehouse and Self-Storage
Facilities. Because of relatively low acquisition costs and break-even occupancy
rates, warehouse, mini-warehouse and self-storage properties ("Storage
Properties") are considered vulnerable to competition. Despite their relatively
low acquisition costs, and because of their particular building characteristics,
Storage Properties would require substantial capital investments in order to
adapt them to alternative uses. Limited adaptability to other uses may
substantially reduce the liquidation value of a Storage Property. In addition to
competition, factors that affect the success of a Storage Property include the
location and visibility of the facility, its proximity to apartment complexes or
commercial users, trends of apartment tenants in the area moving to
single-family homes, services provided, including security and accessibility,
age of improvements, the appearance of the improvements and the quality of
management.

     Mortgage Loans Secured by Hotel and Motel Properties. Hotel and motel
properties may include full service hotels, resort hotels with many amenities,
limited service hotels, hotels and motels associated with national franchise
chains, hotels and motels associated with regional franchise chains and hotels
that are not affiliated with any franchise chain but may have their own brand
identity. Various factors, including location, quality and franchise affiliation
affect the economic performance of a hotel or motel. Adverse economic
conditions, either local, regional or national, may limit the amount that can be
charged for a room and may result in a reduction in occupancy levels. The
construction of competing hotels and motels can have similar effects. To meet
competition in the industry and to maintain economic values, continuing
expenditures must be made for modernizing, refurbishing, and maintaining
existing facilities prior to the expiration of their anticipated useful lives.
Because hotel and motel rooms generally are rented for short periods of time,
hotels and motels tend to respond more quickly to adverse economic conditions
and competition than do other commercial properties. Furthermore, the financial
strength and capabilities of the owner and operator of a hotel or motel may have
an impact on quality of service and economic performance. Additionally, the
lodging industry, in certain locations, is seasonal in nature and this
seasonality can be expected to cause periodic fluctuations in room and other
revenues, occupancy levels, room rates and operating expenses. The demand for
particular accommodations may also be affected by changes in travel patterns
caused by changes in energy prices, strikes, relocation of highways, the
construction of additional highways and other factors.

     The viability of any hotel or motel property that is part of a national or
regional hotel or motel chain depends in part on the continued existence and
financial strength of the franchisor, the public perception of the franchise
service mark and the duration of the franchise licensing agreement. The
transferability of franchise license agreements may be restricted and, in the
event of a foreclosure on any related hotel or motel property, the consent of
the franchisor for the continued use of the franchise license by the hotel or
motel property would be required. Conversely, a lender may be unable to remove a
franchisor that it desires to replace following a foreclosure. Further, in the
event of a foreclosure on a hotel or motel property, it is unlikely that the
purchaser of the related hotel or motel property would be entitled to the rights
under any associated liquor license, and the purchaser would be required to
apply in its own right for that license. There can be no assurance that a new
license could be obtained or that it could be obtained promptly.

     Mortgage Loans Secured by Manufactured Housing Community Properties and
Recreational Vehicle Parks. Manufactured housing community properties consist of
land that is divided into "spaces" or "homesites" that are primarily leased to
manufactured housing community unit owners. Accordingly, the related mortgage
loans will be secured by mortgage liens on the real estate, or a leasehold
interest therein, upon which the manufactured housing community units are
situated, but not the units themselves. The manufactured housing community unit
owner often


                                       18



invests in site-specific improvements, including carports, steps, fencing,
skirts around the base of the unit, and landscaping. The park owner typically
provides private roads within the park, common facilities and, in many cases,
utilities. Park amenities may include:

     o    driveways;

     o    visitor parking;

     o    recreational vehicle and pleasure boat storage;

     o    laundry facilities;

     o    community rooms;

     o    swimming pools;

     o    tennis courts;

     o    security systems; and

     o    health clubs.

     Due to relocation costs and, in some cases, demand for manufactured housing
community unit spaces, the value of a unit in place in a park is generally
higher, and can be significantly higher, than the value of the same unit not
placed in a park. As a result, a well-operated manufactured housing community
that has achieved stabilized occupancy is typically able to maintain occupancy
at or near that level. For the same reason, a lender that provided financing for
the unit of a tenant who defaulted in his or her space rent generally has an
incentive to keep rental payments current until the mobile home can be resold in
place, rather than to allow the unit to be removed from the park.

     Recreational vehicle parks lease spaces primarily or exclusively for motor
homes, travel trailers and portable truck campers primarily designed for
recreational, camping or travel use. In general, parks that lease recreational
vehicle spaces can be viewed as having a less stable tenant population than
parks occupied predominantly by mobile homes. However, it is not unusual for the
owner of a recreational vehicle to leave the vehicle at the park on a year-round
basis or to use the vehicle as low cost housing and reside in the park
indefinitely.

     Mortgage loans secured by liens on manufactured housing community
properties and recreational vehicle parks are affected by factors not associated
with loans secured by liens on other types of income-producing real estate. The
successful operation of these types of properties will generally depend upon the
number of competing parks, as well as upon other factors, including its age,
appearance, reputation, the ability of management to provide adequate
maintenance and insurance, and the types of facilities and services it provides.
Manufactured housing community properties also compete against alternative forms
of residential housing, including:

     o    multifamily rental properties;

     o    cooperatively-owned apartment buildings;

     o    condominium complexes; and

     o    single-family residential developments.

     Recreational vehicle parks also compete against alternative forms of
recreation and short-term lodging, for example, staying at a hotel at the beach.
Manufactured housing community properties and recreational vehicle parks are
"special purpose" properties that cannot be readily converted to general
residential, retail or office use. Thus, if the operation of a manufactured
housing community or recreational vehicle park becomes unprofitable due to
competition, age of the improvements or other factors such that the borrower
becomes unable to meet its obligations on the related mortgage loan, the
liquidation value of the manufactured housing community may be substantially


                                       19



less, relative to the amount owing on the mortgage loan, than would be the case
if the manufactured housing community or recreational vehicle park were readily
adaptable to other uses.

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

     In addition to state regulation of the landlord-tenant relationship,
numerous counties and municipalities impose rent control on manufactured housing
communities. These ordinances may limit rent increases to fixed percentages, to
percentages of increases in the consumer price index, to increases set or
approved by a governmental agency, or to increases determined through mediation
or binding arbitration. In many cases, the rent control laws either do not
provide for decontrol of rental rates upon vacancy of individual units or permit
decontrol only in the relatively rare event that the unit is removed from the
unit site. Any limitations on a borrower's ability to raise property rents may
impair the related borrower's ability to repay its mortgage loan from its net
operating income or the proceeds of a sale or refinancing of the related
mortgaged property.

     Default and Loss Considerations with Respect to the Mortgage Loans.
Mortgage loans secured by liens on income-producing properties are substantially
different from loans made on the security of owner-occupied single-family homes.
The repayment of a loan secured by a lien on an income-producing property is
typically dependent upon the successful operation of that property--that is, its
ability to generate income. Moreover, some or all of the mortgage loans included
in a particular trust fund may be non-recourse loans. Absent special facts,
recourse in the case of default of non-recourse loans will be limited to the
mortgaged property and the other assets, if any, that were pledged to secure
repayment of the mortgage loan.

     Lenders typically look to the Debt Service Coverage Ratio of a loan secured
by income-producing property as an important factor in evaluating the risk of
default on such a loan. The Net Operating Income of a mortgaged property will
fluctuate over time and may or may not be sufficient to cover debt service on
the related mortgage loan at any given time. As the primary source of the
operating revenues of a non-owner occupied, income-producing property, rental
income--and, with respect to a mortgage loan secured by a cooperative apartment
building, maintenance payments from tenant-stockholders of a cooperative--may be
affected by the condition of the applicable real estate market and/or the
economy of the area in which the mortgaged property is located or the industry
that it services. In addition, properties typically leased, occupied or used on
a short-term basis, such as some healthcare-related facilities, hotels and
motels, and mini-warehouse and self-storage facilities, tend to be affected more
rapidly by changes in market or business conditions than do properties typically
leased for longer periods, such as warehouses, retail stores, office buildings
and industrial plants. Commercial properties may be owner-occupied or leased to
a small number of tenants. Thus, the Net Operating Income of such a mortgaged
property may depend substantially on the financial condition of the borrower or
a tenant, and mortgage loans secured by liens on those properties may pose
greater risks than loans secured by liens on multifamily properties or on
multi-tenant commercial properties.

     Increases in operating expenses due to the general economic climate or
economic conditions in a locality or industry segment, such as increases in
interest rates, real estate tax rates, energy costs, labor costs and other
operating expenses, and/or to changes in governmental rules, regulations and
fiscal policies, may also affect the risk of default on a mortgage loan. As may
be further described in the related prospectus supplement, in some cases leases
of mortgaged properties may provide that the lessee, rather than the
borrower/landlord, is responsible for payment of operating expenses. However,
the existence of net of expense provisions will result in stable Net Operating
Income to the borrower/landlord only to the extent that the lessee is able to
absorb operating expense increases while continuing to make rent payments.


                                       20



     Lenders also look to the Loan-to-Value Ratio of a mortgage loan as a factor
in evaluating risk of loss if a property must be liquidated following a default.
The lower the Loan-to-Value Ratio, the greater the percentage of the borrower's
equity in a mortgaged property. This in turn has the following effects:

     o    it increases the incentive of the borrower to perform under the terms
          of the related mortgage loan, in order to protect the equity; and

     o    it increases the cushion provided to the lender against loss on
          liquidation following a default.

     Loan-to-Value Ratios will not necessarily constitute an accurate measure of
the risk of liquidation loss in a pool of mortgage loans. For example, the value
of a mortgaged property as of the date of initial issuance of the related series
of certificates may be less than the Value determined at loan origination, and
will likely continue to fluctuate from time to time based upon changes in
economic conditions, the real estate market and other factors described in this
prospectus. Moreover, even when current, an appraisal is not necessarily a
reliable estimate of value. Appraised values of income-producing properties are
generally based on:

     o    the market comparison method, i.e., recent resale value of comparable
          properties at the date of the appraisal;

     o    the cost replacement method, i.e., the cost of replacing the property
          at the date;

     o    the income capitalization method, i.e., a projection of value based
          upon the property's projected net cash flow; or

     o    upon a selection from or interpolation of the values derived from the
          foregoing methods.

     Each of these appraisal methods can present analytical difficulties. It is
often difficult to find truly comparable properties that have recently been
sold; the replacement cost of a property may have little to do with its current
market value; and income capitalization is inherently based on inexact
projections of income and expense and the selection of an appropriate
capitalization rate and discount rate. Where more than one of these appraisal
methods are used and provide significantly different results, an accurate
determination of value and, correspondingly, a reliable analysis of default and
loss risks, is even more difficult.

     While we believe that the foregoing considerations are important factors
that generally distinguish loans secured by liens on income-producing real
estate from single-family mortgage loans, there can be no assurance that all of
the foregoing factors will in fact have been prudently considered by the
originators of the mortgage loans, or that, for a particular mortgage loan, they
are complete or relevant. For additional information regarding risks associated
with mortgage loans, you should review the sections in this prospectus titled
"Risk Factors--Risks Relating to the Mortgage Loans--Mortgage Loans are
susceptible to numerous risks that may result in losses to you" and "--Mortgage
loans with balloon payments involve the risk that borrowers may not be able to
refinance the loan or sell the related property."

     Payment Provisions of the Mortgage Loans. Unless otherwise specified in the
related prospectus supplement, all of the mortgage loans will have the following
characteristics:

     o    have had individual principal balances at origination of not less than
          $25,000;

     o    have had original terms to maturity of not more than 40 years; and

     o    provide for scheduled payments of principal, interest or both, to be
          made on specified dates, known as due dates, that occur monthly,
          quarterly, semi-annually or annually.

     A mortgage loan may also have the following characteristics:

     o    provide for no accrual of interest or for accrual of interest thereon
          at an interest rate, known as a mortgage rate, that is fixed over its
          term or that adjusts from time to time, or that may be converted at
          the borrower's election from an adjustable to a fixed mortgage rate,
          or from a fixed to an adjustable mortgage rate;


                                       21



     o    provide for level payments to maturity or for payments that adjust
          from time to time to accommodate changes in the mortgage rate or to
          reflect the occurrence of some events, and may permit negative
          amortization;

     o    be fully amortizing or partially amortizing or non-amortizing, with a
          balloon payment due on its stated maturity date; and

     o    prohibit over its term or for a certain period prepayments (the period
          of the prohibition is known as a lock-out period and its date of
          expiration is known as a lock-out date) and/or require payment of a
          premium or a yield maintenance penalty, more commonly known as a
          prepayment premium) in connection with some prepayments, in each case
          as described in the related prospectus supplement.

     A mortgage loan may also contain a provision that entitles the lender to a
share of appreciation of the related mortgaged property, or profits realized
from the operation or disposition of the related mortgaged property or the
benefit, if any, resulting from the refinancing of the mortgage loan as
described in the related prospectus supplement. If holders of any class or
classes of offered certificates of a series will be entitled to all or a portion
of an equity participation in addition to payments of interest on and/or
principal of the offered certificates, the related prospectus supplement will
describe the equity participation and the method or methods by which
distributions relating to the equity participation will be made to the holders.

     Mortgage Loan Information in Prospectus Supplements. Each prospectus
supplement will contain information pertaining to the mortgage loans in the
related trust fund, which will generally be current as of a date specified in
the related prospectus supplement. To the extent then applicable and
specifically known to us, the prospectus supplement will include the following:

     1. the aggregate outstanding principal balance and the largest, smallest
and average outstanding principal balance of the mortgage loans;

     2. the type or types of property that provide security for repayment of the
mortgage loans;

     3. the earliest and latest origination date and maturity date of the
mortgage loans;

     4. the original and remaining terms to maturity of the mortgage loans, or
the respective ranges those terms to maturity, and the weighted average original
and remaining terms to maturity of the mortgage loans;

     5. the original Loan-to-Value Ratios of the mortgage loans, or the range of
those Loan-to-Value Ratios, and the weighted average original Loan-to-Value
Ratio of the mortgage loans;

     6. the mortgage rates borne by the mortgage loans, or range of those
mortgage rates, and the weighted average mortgage rate borne by the mortgage
loans;

     7. with respect to mortgage loans with adjustable mortgage rates ("ARM
Loans"), the index or indices upon which the adjustments are based, the
adjustment dates, the range of gross margins and the weighted average gross
margin, and any limits on mortgage rate adjustments at the time of any
adjustment and over the life of the ARM Loan;

     8. information regarding the payment characteristics of the mortgage loans,
including, without limitation, balloon payment and other amortization
provisions, lock-out periods and prepayment premiums;

     9. the Debt Service Coverage Ratios of the mortgage loans, either at
origination or as of a more recent date, or the range of those Debt Service
Coverage Ratios, and the weighted average of the Debt Service Coverage Ratios;
and

     10. the geographic distribution of the mortgaged properties on a
state-by-state basis.

     In appropriate cases, the related prospectus supplement will also contain
some information available to us that pertains to the provisions of leases and
the nature of tenants of the mortgaged properties. If we are unable to tabulate
the specific information described above at the time offered certificates of a
series are initially offered, more


                                       22



general information of the nature described above will be provided in the
related prospectus supplement, and specific information will be set forth in a
report which will be available to purchasers of those certificates at or before
their initial issuance and will be filed as part of a Current Report on Form 8-K
with the SEC within fifteen days following their issuance.

MBS

     Mortgage-backed securities included in a trust fund may include:

     o    mortgage pass-through certificates or other mortgage-backed securities
          that are not guaranteed or insured by the United States or any of its
          agencies or instrumentalities; or

     o    certificates insured or guaranteed by FHLMC, FNMA, GNMA or FAMC
          provided that, unless otherwise specified in the related prospectus
          supplement, each MBS will evidence an interest in, or will be secured
          by a pledge of, mortgage loans that conform to the descriptions of the
          mortgage loans contained in this prospectus.

     Any MBS will have been issued pursuant to a participation and servicing
agreement, a pooling and servicing agreement, an indenture or similar agreement.
The issuer of the MBS and/or the servicer of the underlying mortgage loans will
have entered into the MBS agreement, generally with a trustee or, in the
alternative, with the original purchaser or purchasers of the MBS.

     The MBS may have been issued in one or more classes with characteristics
similar to the classes of certificates described in this prospectus.
Distributions in respect of the MBS will be made by the MBS issuer, the MBS
servicer or the MBS trustee on the dates specified in the related prospectus
supplement. The MBS issuer or the MBS servicer or another person specified in
the related prospectus supplement may have the right or obligation to repurchase
or substitute assets underlying the MBS after a certain date or under other
circumstances specified in the related prospectus supplement.

     The MBS either will have been previously registered under the Securities
Act of 1933, as amended, or each of the following will have been satisfied with
respect to the MBS: (1) neither the issuer of the MBS nor any of its affiliates
has a direct or indirect agreement, arrangement, relationship or understanding
relating to the MBS and the related series of securities to be issued; (2)
neither the issuer of the MBS nor any of its affiliates is an affiliate of the
sponsor, depositor, issuing entity or underwriter of the related series of
securities to be issued and (3) the depositor would be free to publicly resell
the MBS without registration under the Securities Act of 1933, as amended.

     Reserve funds, subordination or other credit support similar to that
described for the certificates under "Description of Credit Support" in this
prospectus may have been provided with respect to the MBS. The type,
characteristics and amount of credit support, if any, will be a function of the
characteristics of the underlying mortgage loans and other factors and generally
will have been established on the basis of the requirements of any rating agency
that may have assigned a rating to the MBS, or by the initial purchasers of the
MBS.

     The prospectus supplement for a series of certificates that evidence
interests in MBS will specify, to the extent available, the following:

     1. the aggregate approximate initial and outstanding principal amount and
type of the MBS to be included in the trust fund;

     2. the original and remaining term to stated maturity of the MBS, if
applicable;

     3. the pass-through or bond rate of the MBS or the formula for determining
those rates;

     4. the payment characteristics of the MBS;

     5. the MBS issuer, MBS servicer and MBS trustee, as applicable;

     6. a description of the credit support, if any;


                                       23



     7. the circumstances under which the related underlying mortgage loans, or
the MBS themselves, may be purchased prior to their maturity;

     8. the terms on which mortgage loans may be substituted for those
originally underlying the MBS;

     9. the type of mortgage loans underlying the MBS and, to the extent
available to us and appropriate under the circumstances, any other information
in respect of the underlying mortgage loans described under "--Mortgage
Loans--Mortgage Loan Information in Prospectus Supplements";

     10. the characteristics of any cash flow agreements that relate to the MBS;

     11. the market price of the MBS and the basis on which the market price was
determined; and

     12. if the issuer of the MBS is required to file reports under the Exchange
Act of 1934, as amended, how to locate such reports of the MBS issuer.

CERTIFICATE ACCOUNTS

     Each trust fund will include one or more accounts established and
maintained on behalf of the certificateholders into which the person or persons
designated in the related prospectus supplement will, to the extent described in
this prospectus and in the prospectus supplement, deposit all payments and
collections received or advanced with respect to the mortgage assets and other
assets in the trust fund. A certificate account may be maintained as an interest
bearing or a non-interest bearing account, and funds held in a certificate
account may be held as cash or invested in some obligations acceptable to each
rating agency rating one or more classes of the related series of offered
certificates.

CREDIT SUPPORT

     If so provided in the prospectus supplement for a series of certificates,
partial or full protection against some defaults and losses on the mortgage
assets in the related trust fund may be provided to one or more classes of
certificates of that series in the form of subordination of one or more other
classes of certificates of the series or by credit support arrangements that may
include cross-support provisions, letters of credit, insurance policies,
guarantees, certificate insurance or surety bonds or reserve funds, or a
combination. The amount and types of credit support, the identification of the
entity providing it, if applicable, and related information with respect to each
type of credit support, if any, will be set forth in the prospectus supplement
for a series of certificates. For additional information regarding credit
support, you should review the sections in this prospectus titled " Risk
Factors--Risks Relating to the Mortgage Loans--Credit support for a series of
certificates may cover some of your losses or risks but may not cover all
potential risks to you" and "Description of Credit Support."

CASH FLOW AGREEMENTS

     If so provided in the prospectus supplement for a series of certificates,
the related trust fund may include guaranteed investment contracts pursuant to
which moneys held in the funds and accounts established for that series will be
invested at a specified rate. The trust fund may also include interest rate swap
agreements, interest rate cap or floor agreements, or currency swap agreements,
which agreements are designed to reduce the effects of interest rate or currency
swap rate fluctuations on the mortgage assets on one or more classes of
certificates. The principal terms of any guaranteed investment contract or
interest rate swap agreement or interest rate cap or floor agreement or currency
exchange agreement, and the identity of an obligor or counterparty under the
agreement, will be described in the prospectus supplement for a series of
certificates.

                        YIELD AND MATURITY CONSIDERATIONS

GENERAL

     The yield on any offered certificate will depend on the price paid by the
certificateholder, the pass-through rate of the certificate and the amount and
timing of distributions on the certificate. The following discussion


                                       24



contemplates a trust fund that consists solely of mortgage loans. While the
characteristics and behavior of mortgage loans underlying an MBS can generally
be expected to have the same effect on the yield to maturity and/or weighted
average life of a class of certificates as will the characteristics and behavior
of comparable mortgage loans, the effect may differ due to the payment
characteristics of the MBS. If a trust fund includes MBS, the related prospectus
supplement will discuss the effect that the MBS payment characteristics may have
on the yield to maturity and weighted average lives of the offered certificates
of the related series.

PASS-THROUGH RATE

     The certificates of any class within a series may have a fixed, variable or
adjustable pass-through rate, which may or may not be based upon the interest
rates borne by the mortgage loans in the related trust fund. The prospectus
supplement with respect to any series of certificates will specify the
pass-through rate for each class of offered certificates of the series or, in
the case of a class of offered certificates with a variable or adjustable
pass-through rate the prospectus supplement will specify, the method of
determining the pass-through rate. The prospectus supplement will also discuss
the effect, if any, of the prepayment of any mortgage loan on the pass-through
rate of one or more classes of offered certificates and whether the
distributions of interest on the offered certificates of any class will be
dependent, in whole or in part, on the performance of any obligor under a
guaranteed investment contract or other agreement.

PAYMENT DELAYS

     With respect to any series of certificates, a period of time will elapse
between the date upon which payments on the mortgage loans in the related trust
fund are due and the distribution date on which the payments are passed through
to certificateholders. That delay will effectively reduce the yield that would
otherwise be produced if payments on those mortgage loans were distributed to
certificateholders on or near the date they were due.

SHORTFALLS IN COLLECTIONS OF INTEREST AS A RESULT OF PREPAYMENTS OF MORTGAGE
LOANS

     When a principal prepayment in full or in part is made on a mortgage loan,
the borrower is generally charged interest on the amount of the prepayment only
through the date of the prepayment, instead of through the due date for the next
succeeding scheduled payment. However, interest accrued on any series of
certificates and distributable on any distribution date will generally
correspond to interest accrued on the mortgage loans to their respective due
dates during the related Due Period. Consequently, if a prepayment on any
mortgage loan is distributable to certificateholders on a particular
distribution date, but the prepayment is not accompanied by interest to the due
date for the mortgage loan in the related Due Period, then the interest charged
to the borrower, net of servicing and administrative fees, may be less than the
corresponding amount of interest accrued and otherwise payable on the
certificates of the related series. If and to the extent that any shortfall is
allocated to a class of offered certificates, the yield on those certificates
will be adversely affected. The prospectus supplement for each series of
certificates will describe the manner in which any prepayment interest
shortfalls will be allocated among the classes of certificates. If so specified
in the prospectus supplement for a series of certificates, the servicer for that
series will be required to apply some or all of its servicing compensation for
the corresponding period to offset the amount of any prepayment interest
shortfalls. The related prospectus supplement will also describe any other
amounts available to offset shortfalls.

     For additional information regarding prepayment interest shortfalls, you
should review the section in this prospectus titled "Description of the Pooling
and Servicing Agreements--Servicing Compensation and Payment of Expenses."

YIELD AND PREPAYMENT CONSIDERATIONS

     A certificate's yield to maturity will be affected by the rate of principal
payments on the mortgage loans in the related trust fund and the allocation of
those payments to reduce the principal balance--or notional amount, if
applicable--of that certificate. The rate of principal payments on the mortgage
loans in any trust fund will in turn be affected by their amortization
schedules, the dates on which any balloon payments are due, and the rate of
voluntary and/or involuntary principal prepayments. You should note that the
amortization schedule of an ARM Loan may change periodically to accommodate
adjustments to the mortgage rate thereon and that these changes may affect the


                                       25



rate of principal payments on an ARM loan. Because the rate of principal
prepayments on the mortgage loans in any trust fund will depend on future events
and a variety of factors, as described more fully below, no assurance can be
given as to the rate at which any one will prepay.

     The extent to which the yield to maturity of a class of offered
certificates of any series may vary from the anticipated yield will depend upon
the degree to which they are purchased at a discount or premium and when, and to
what degree, payments of principal on the mortgage loans in the related trust
fund are in turn distributed on the certificates of that series or, in the case
of a class of stripped interest certificates, result in the reduction of its
notional amount. You should consider, in the case of any offered certificate
purchased at a discount, the risk that a slower than anticipated rate of
principal payments on the mortgage loans in the related trust fund could result
in an actual yield to you that is lower than the anticipated yield and, in the
case of any offered certificate purchased at a premium, the risk that a faster
than anticipated rate of principal payments on the mortgage loans could result
in an actual yield to you that is lower than the anticipated yield. In addition,
if you purchase an offered certificate at a discount, or a premium, and
principal payments are made in reduction of the principal balance or notional
amount of your offered certificates at a rate slower, or faster, than the rate
anticipated by you during any particular period, the consequent adverse effects
on your yield would not be fully offset by a subsequent like increase, or
decrease, in the rate of principal payments.

     A class of certificates, including a class of offered certificates, may
provide that on any distribution date the holders of those certificates are
entitled to a pro rata share of the prepayments on the mortgage loans in the
related trust fund that are distributable on the date, to a disproportionately
large share--which, in some cases, may be all--of the prepayments, or to a
disproportionately small share--which, in some cases, may be none--of the
prepayments. As and to the extent described in the related prospectus
supplement, the respective entitlements of the various classes of certificates
of any series to receive distributions in respect of payments and, in
particular, prepayments of principal of the mortgage loans in the related trust
fund may vary based on the occurrence of some events, e.g., the retirement of
one or more classes of certificates of the series, or subject to some
contingencies, e.g., prepayment and default rates with respect to the mortgage
loans.

     In general, the notional amount of a class of stripped interest
certificates will either:

     o    be based on the principal balances of some or all of the mortgage
          assets in the related trust fund; or

     o    equal the certificate balances of one or more of the other classes of
          certificates of the same series.

Accordingly, the yield on stripped interest certificates will be inversely
related to the rate at which payments and other collections of principal are
received on mortgage assets or distributions are made in reduction of the
certificate balances of the certificates, as the case may be.

     Consistent with the foregoing, if a class of certificates of any series
consists of stripped interest certificates or stripped principal certificates, a
lower than anticipated rate of principal prepayments on the mortgage loans in
the related trust fund will negatively affect the yield to investors in stripped
principal certificates, and a higher than anticipated rate of principal
prepayments on the mortgage loans will negatively affect the yield to investors
in stripped interest certificates. If the offered certificates of a series
include any of those certificates, the related prospectus supplement will
include a table showing the effect of various assumed levels of prepayment on
yields on those certificates. The tables will be intended to illustrate the
sensitivity of yields to various assumed prepayment rates and will not be
intended to predict, or to provide information that will enable you to predict,
yields or prepayment rates.

     We are not aware of any relevant publicly available or authoritative
statistics with respect to the historical prepayment experience of a group of
multifamily or commercial mortgage loans. However, the extent of prepayments of
principal of the mortgage loans in any trust fund may be affected by a number of
factors, including, without limitation, the availability of mortgage credit, the
relative economic vitality of the area in which the mortgaged properties are
located, the quality of management of the mortgaged properties, the servicing of
the mortgage loans, possible changes in tax laws and other opportunities for
investment. In addition, the rate of principal payments on the mortgage loans in
any trust fund may be affected by the existence of lock-out periods and
requirements that principal prepayments be accompanied by prepayment premiums,
and by the extent to which the provisions may be practicably enforced.


                                       26



     The rate of prepayment on a pool of mortgage loans is also affected by
prevailing market interest rates for mortgage loans of a comparable type, term
and risk level. When the prevailing market interest rate is below a mortgage
coupon, a borrower may have an increased incentive to refinance its mortgage
loan. Even in the case of ARM Loans, as prevailing market interest rates
decline, and without regard to whether the mortgage rates on the ARM Loans
decline in a manner consistent therewith, the related borrowers may have an
increased incentive to refinance for purposes of either:

     o    converting to a fixed rate loan and thereby locking in the rate; or

     o    taking advantage of a different index, margin or rate cap or floor on
          another adjustable rate mortgage loan.

     Depending on prevailing market interest rates, the outlook for market
interest rates and economic conditions generally, some borrowers may sell
mortgaged properties in order to realize their equity therein, to meet cash flow
needs or to make other investments. In addition, some borrowers may be motivated
by federal and state tax laws--which are subject to change--to sell mortgaged
properties prior to the exhaustion of tax depreciation benefits. We will make no
representation as to the particular factors that will affect the prepayment of
the mortgage loans in any trust fund, as to their relative importance, as to the
percentage of the principal balance of mortgage loans that will be paid as of
any date or as to the overall rate of prepayment on those mortgage loans.

WEIGHTED AVERAGE LIFE AND MATURITY

     The rate at which principal payments are received on the mortgage loans in
any trust fund will affect the ultimate maturity and the weighted average life
of one or more classes of the certificates of the series. Weighted average life
refers to the average amount of time that will elapse from the date of issuance
of an instrument until each dollar allocable as principal of the instrument is
repaid to the investor.

     The weighted average life and maturity of a class of certificates of any
series will be influenced by the rate at which principal on the related mortgage
loans, whether in the form of scheduled amortization or prepayments--for this
purpose, the term prepayment includes voluntary prepayments, liquidations due to
default and purchases of mortgage loans out of the related trust fund--is paid
to that class. Prepayment rates on loans are commonly measured relative to a
prepayment standard or model, such as the constant prepayment rate ("CPR")
prepayment model or the standard prepayment assumption ("SPA") prepayment model.
CPR represents an assumed constant rate of prepayment each month, expressed as
an annual percentage, relative to the then outstanding principal balance of a
pool of loans for the life of the related mortgage loans. SPA represents an
assumed variable rate of prepayment each month, expressed as an annual
percentage, relative to the then outstanding principal balance of a pool of
loans, with different prepayment assumptions often expressed as percentages of
SPA. For example, a prepayment assumption of 100% of SPA assumes prepayment
rates of 0.2% per annum of the then outstanding principal balance of the loans
in the first month of the life of the loans and an additional 0.2% per annum in
each month thereafter until the thirtieth month. Beginning in the thirtieth
month, and in each month thereafter during the life of the loans, 100% of SPA
assumes a constant prepayment rate of 6% per annum each month.

     Neither CPR nor SPA nor any other prepayment model or assumption purports
to be a historical description of prepayment experience or a prediction of the
anticipated rate of prepayment of any particular pool of loans. Moreover, the
CPR and SPA models were developed based upon historical prepayment experience
for single-family loans. Thus, it is unlikely that the prepayment experience of
the mortgage loans included in any trust fund will conform to any particular
level of CPR or SPA.

     The prospectus supplement with respect to each series of certificates will
contain tables, if applicable, setting forth the projected weighted average life
of each class of offered certificates of the series. The prospectus supplement
will also contain the percentage of the initial certificate balance or notional
amount of each class of offered certificates that would be outstanding on
specified distribution dates based on the assumptions stated in that prospectus
supplement, including assumptions that prepayments on the related mortgage loans
are made at rates corresponding to various percentages of CPR or SPA, or at
other rates specified in the prospectus supplement. The tables and assumptions
will illustrate the sensitivity of the weighted average lives of the
certificates to various assumed prepayment rates and will not be intended to
predict, or to provide information that will enable investors to predict, the
actual weighted average lives of the certificates.


                                       27



CONTROLLED AMORTIZATION CLASSES AND COMPANION CLASSES

     A series of certificates may include one or more controlled amortization
classes, which will entitle the holders of those certificates to receive
principal distributions according to a specified principal payment schedule. The
principal payment schedule is supported by creating priorities, as and to the
extent described in the related prospectus supplement, to receive principal
payments from the mortgage loans in the related trust fund. Unless otherwise
specified in the related prospectus supplement, each controlled amortization
class will either be a planned amortization class or a targeted amortization
class. In general, a planned amortization class has a prepayment collar--that
is, a range of prepayment rates that can be sustained without disruption--that
determines the principal cash flow of the certificates. A prepayment collar is
not static, and may expand or contract after the issuance of the planned
amortization class depending on the actual prepayment experience for the
underlying mortgage loans. Distributions of principal on a planned amortization
class would be made in accordance with the specified schedule so long as
prepayments on the underlying mortgage loans remain at a relatively constant
rate within the prepayment collar and, as described below, companion classes
exist to absorb excesses or shortfalls in principal payments on the underlying
mortgage loans. If the rate of prepayment on the underlying mortgage loans from
time to time falls outside the prepayment collar, or fluctuates significantly
within the prepayment collar, especially for any extended period of time, such
an event may have material consequences in respect of the anticipated weighted
average life and maturity for a planned amortization class. A targeted
amortization class is structured so that principal distributions generally will
be payable in accordance with its specified principal payments schedule so long
as the rate of prepayments on the related mortgage assets remains relatively
constant at the particular rate used in establishing the schedule. A targeted
amortization class will generally afford the holders some protection against
early retirement or some protection against an extended average life, but not
both.

     Although prepayment risk cannot be eliminated entirely for any class of
certificates, a controlled amortization class will generally provide a
relatively stable cash flow so long as the actual rate of prepayment on the
mortgage loans in the related trust fund remains relatively constant at the
rate, or within the range of rates, of prepayment used to establish the specific
principal payment schedule for those certificates. Prepayment risk with respect
to a given mortgage asset pool does not disappear, however, and the stability
afforded to a controlled amortization class comes at the expense of one or more
companion classes of the same series, any of which companion classes may also be
a class of offered certificates. In general, and as more particularly described
in the related prospectus supplement, a companion class will entitle the holders
of certificates in that class to a disproportionately large share of prepayments
on the mortgage loans in the related trust fund when the rate of prepayment is
relatively fast, and will entitle those holders to a disproportionately small
share of prepayments on the mortgage loans in the related trust fund when the
rate of prepayment is relatively slow. A class of certificates that entitles the
holders to a disproportionately large share of the prepayments on the mortgage
loans in the related trust fund enhances the risk of early retirement of that
class, known as call risk, if the rate of prepayment is relatively fast; while a
class of certificates that entitles its holders to a disproportionately small
share of the prepayments on the mortgage loans in the related trust fund
enhances the risk of an extended average life of that class, known as extension
risk, if the rate of prepayment is relatively slow. Thus, as and to the extent
described in the related prospectus supplement, a companion class absorbs some,
but not all, of the call risk and/or extension risk that would otherwise belong
to the related controlled amortization class if all payments of principal of the
mortgage loans in the related trust fund were allocated on a pro rata basis.

OTHER FACTORS AFFECTING YIELD, WEIGHTED AVERAGE LIFE AND MATURITY

     Balloon Payments; Extensions of Maturity. Some or all of the mortgage loans
included in a particular trust fund may require that balloon payments be made at
maturity. Because the ability of a borrower to make a balloon payment typically
will depend upon its ability either to refinance the loan or to sell the related
mortgaged property, there is a risk that mortgage loans that require balloon
payments may default at maturity, or that the maturity of such a mortgage loan
may be extended in connection with a workout. In the case of defaults, recovery
of proceeds may be delayed by, among other things, bankruptcy of the borrower or
adverse conditions in the market where the property is located. In order to
minimize losses on defaulted mortgage loans, the servicer or a special servicer,
to the extent and under the circumstances set forth in this prospectus and in
the related prospectus supplement, may be authorized to modify mortgage loans
that are in default or as to which a payment default is imminent. Any defaulted
balloon payment or modification that extends the maturity of a mortgage loan may
delay distributions of principal


                                       28



on a class of offered certificates and thereby extend the weighted average life
of the certificates and, if the certificates were purchased at a discount,
reduce the yield thereon.

     Negative Amortization. The weighted average life of a class of certificates
can be affected by mortgage loans that permit negative amortization to occur. A
mortgage loan that provides for the payment of interest calculated at a rate
lower than the rate at which interest accrues on those mortgage loan would be
expected during a period of increasing interest rates to amortize at a slower
rate, and perhaps not at all, than if interest rates were declining or were
remaining constant. A slower rate of mortgage loan amortization would
correspondingly be reflected in a slower rate of amortization for one or more
classes of certificates of the related series. In addition, negative
amortization on one or more mortgage loans in any trust fund may result in
negative amortization on the certificates of the related series. The related
prospectus supplement will describe, if applicable, the manner in which negative
amortization in respect of the mortgage loans in any trust fund is allocated
among the respective classes of certificates of the related series. Negative
amortization allocated to a class of certificates may result in a deferral of
some or all of the interest payable on those certificates, which deferred
interest may be added to the certificate balance of those certificates.
Accordingly, the weighted average lives of mortgage loans that permit negative
amortization, and that of the classes of certificates to which any related
negative amortization would be allocated or that would bear the effects of a
slower rate of amortization on the mortgage loans, may increase as a result of
this feature.

     Negative amortization also may occur in respect of an ARM Loan that limits
the amount by which its scheduled payment may adjust in response to a change in
its mortgage rate, provides that its scheduled payment will adjust less
frequently than its mortgage rate or provides for constant scheduled payments
notwithstanding adjustments to its mortgage rate. Conversely, during a period of
declining interest rates, the scheduled payment on a mortgage loan may exceed
the amount necessary to amortize the loan fully over its remaining amortization
schedule thereby resulting in the accelerated amortization of the mortgage loan.
Any related acceleration in amortization of its principal balance will shorten
the weighted average life of a mortgage loan and, correspondingly, the weighted
average lives of those classes of certificates entitled to a portion of the
principal payments on the mortgage loan.

     The extent to which the yield on any offered certificate will be affected
by the inclusion in the related trust fund of mortgage loans that permit
negative amortization, will depend upon:

     o    whether the offered certificate was purchased at a premium or a
          discount; and

     o    the extent to which the payment characteristics of those mortgage
          loans delay or accelerate the distributions of principal on the
          certificate, or, in the case of a stripped interest certificate, delay
          or accelerate the amortization of its notional amount.

     For additional information on the effects of negative amortization on the
yield of certificates, you should review the section titled "--Yield and
Prepayment Considerations" above.

     Foreclosures and Payment Plans. The number of foreclosures and the
principal amount of the mortgage loans that are foreclosed in relation to the
number and principal amount of mortgage loans that are repaid in accordance with
their terms will affect the weighted average lives of those mortgage loans and,
accordingly, the weighted average lives of and yields on the certificates of the
related series. Servicing decisions made with respect to the mortgage loans,
including the use of payment plans prior to a demand for acceleration and the
restructuring of mortgage loans in bankruptcy proceedings, may also have an
effect upon the payment patterns of particular mortgage loans and thus the
weighted average lives of and yields on the certificates of the related series.

     Losses and Shortfalls on the Mortgage Loans. The yield to holders of the
offered certificates of any series will directly depend on the extent to which
the holders are required to bear the effects of any losses or shortfalls in
collections arising out of defaults on the mortgage loans in the related trust
fund and the timing of the losses and shortfalls. In general, the earlier that
any loss or shortfall occurs, the greater will be the negative effect on yield
for any class of certificates that is required to bear its effects.

     The amount of any losses or shortfalls in collections on the mortgage
assets in any trust fund, to the extent not covered or offset by draws on any
reserve fund or under any instrument of credit support, will be allocated among
the respective classes of certificates of the related series in the priority and
manner, and subject to the limitations,


                                       29



specified in the related prospectus supplement. As described in the related
prospectus supplement, allocations of losses and shortfalls may be effected by a
reduction in the entitlements to interest and/or certificate balances of one or
more classes of certificates, or by establishing a priority of payments among
those classes of certificates.

     The yield to maturity on a class of subordinate certificates may be
extremely sensitive to losses and shortfalls in collections on the mortgage
loans in the related trust fund.

     Additional Certificate Amortization. In addition to entitling the holders
to a specified portion--which may during specified periods range from none to
all--of the principal payments received on the mortgage assets in the related
trust fund, one or more classes of certificates of any series, including one or
more classes of offered certificates of the series, may provide for
distributions of principal. Distributions may be provided from:

     o    amounts attributable to interest accrued but not currently
          distributable on one or more classes of accrual certificates;

     o    Excess Funds; or

     o    any other amounts described in the related prospectus supplement.

     The amortization of any class of certificates out of the sources described
in the preceding paragraph would shorten the weighted average life of the
certificates and, if those certificates were purchased at a premium, reduce the
yield on those certificates. The related prospectus supplement will discuss the
relevant factors to be considered in determining whether distributions of
principal of any class of certificates out of any of the foregoing sources would
have any material effect on the rate at which the certificates are amortized.

     Optional Early Termination. If so specified in the related prospectus
supplement, a series of certificates may be subject to optional early
termination through the repurchase of the mortgage assets in the related trust
fund under the circumstances and in the manner set forth in the prospectus
supplement. If so provided in the related prospectus supplement, upon the
reduction of the certificate balance of a specified class or classes of
certificates by a specified percentage or amount, a party specified therein may
be authorized or required to solicit bids for the purchase of all of the
mortgage assets of the related trust fund, or of a sufficient portion of the
mortgage assets to retire the class or classes, under the circumstances and in
the manner set forth in the related prospectus supplement. In the absence of
other factors, any early retirement of a class of offered certificates would
shorten the weighted average life of the certificates and, if the certificates
were purchased at premium, reduce the yield on those certificates.

                                  THE DEPOSITOR

     We are Bear Stearns Commercial Mortgage Securities Inc., a Delaware
corporation organized on April 20, 1987, and we function as the depositor. Our
primary business is to acquire mortgage loans, mortgage-backed securities and
related assets and sell interests therein or bonds secured thereby. We are an
affiliate of Bear, Stearns & Co. Inc. We maintain our principal office at 383
Madison Avenue, New York, New York 10179. Our telephone number is (212)
272-2000. We do not have, nor do we expect in the future to have, any
significant assets.

                                   THE SPONSOR

OVERVIEW

     The prospectus supplement for each series of securities will identify the
sponsor or sponsors for the related series. The related prospectus supplement
may identify a sponsor to be Bear Stearns Commercial Mortgage, Inc. ("BSCMI").
BSCMI is a wholly-owned subsidiary of The Bear Stearns Companies Inc. (NYSE:
BSC), and is a New York corporation and an affiliate of Bear, Stearns & Co. Inc.
The principal offices of BSCMI are located at 383 Madison Avenue, New York, New
York 10179. BSCMI's telephone number is (212) 272-2000.

     BSCMI's primary business is the underwriting, origination and sale of
mortgage loans secured by commercial or multifamily properties. BSCMI sells the
great majority of the mortgage loans that it originates through commercial


                                       30



mortgage backed securities ("CMBS") securitizations. BSCMI, with its commercial
mortgage lending affiliates and predecessors, began originating commercial
mortgage loans in 1995 and securitizing commercial mortgage loans in 1996.

     The commercial mortgage loans originated by BSCMI include both fixed and
floating rate loans and both conduit loans and large loans. BSCMI primarily
originates loans secured by retail, office, multifamily, hospitality, industrial
and self-storage properties, but also originates loans secured by manufactured
housing communities, theaters, land subject to a ground lease and mixed use
properties. BSCMI originates loans in every state and in Puerto Rico, the U.S.
Virgin Islands and Mexico.

     As a sponsor, BSCMI originates mortgage loans and, either by itself or
together with other sponsors or loan sellers, initiates their securitization by
transferring the mortgage loans to a depositor, which in turn transfers them to
the issuing entity for the related securitization. In coordination with Bear,
Stearns & Co. Inc. and other underwriters, BSCMI works with rating agencies,
loan sellers and servicers in structuring the securitization transaction. BSCMI
acts as sponsor, originator or mortgage loan seller both in transactions in
which it is the sole sponsor and mortgage loan seller as well as in transactions
in which other entities act as sponsor and/or mortgage loan seller. Multiple
seller transactions in which BSCMI has participated to date include each of the
prior series of certificates issued under the "TOP" program, in which BSCMI,
Wells Fargo Bank, National Association, Principal Commercial Funding, LLC and
Morgan Stanley Mortgage Capital Inc. ("MSMC") generally are mortgage loan
sellers and sponsors, and Bear Stearns Commercial Mortgage Securities Inc., an
affiliate of BSCMI (the "BSCMSI Depositor"), and Morgan Stanley Capital I Inc.,
which is an affiliate of MSMC, have alternately acted as depositor and the "PWR"
program, in which BSCMI, Prudential Mortgage Capital Funding, LLC, Wells Fargo
Bank, National Association, Principal Commercial Funding, LLC and Nationwide
Life Insurance Company generally are mortgage loan sellers, and the BSCMSI
Depositor acts as depositor.

     Neither BSCMI nor any of its affiliates acts as servicer of the commercial
mortgage loans in its securitizations. Instead, BSCMI sells the right to be
appointed servicer of its securitized mortgage loans to rating-agency approved
servicers, including Wells Fargo Bank, National Association, the master servicer
in this transaction, and Bank of America, N.A.

BSCMI'S UNDERWRITING STANDARDS

     General. All of the BSCMI mortgage loans were originated by BSCMI or an
affiliate of BSCMI, in each case, generally in accordance with the underwriting
criteria summarized below. Each lending situation is unique, however, and the
facts and circumstance surrounding the mortgage loan, such as the quality,
tenancy and location of the real estate collateral, the sponsorship of the
borrower, will impact the extent to which the general criteria are applied to a
specific mortgage loan. The underwriting criteria are general, and there is no
assurance that every mortgage loan will comply in all respects with the
criteria.

     Mortgage Loan Analysis. The BSCMI credit underwriting team for each
mortgage loan is comprised of real estate professionals from BSCMI. The
underwriting team for each mortgage loan is required to conduct an extensive
review of the related mortgaged property, including an analysis of the
appraisal, engineering report, environmental report, historical property
operating statements, rent rolls, current and historical real estate taxes, and
a review of tenant leases. The credit and background of the borrower and certain
key principals of the borrower are examined prior to approval of the mortgage
loan. This analysis includes a review of historical financial statements (which
are generally unaudited), historical income tax returns of the borrower and its
principals, third-party credit reports, judgment, lien, bankruptcy and pending
litigation searches. Borrowers generally are required to be special purpose
entities. The credit of key tenants is also examined as part of the underwriting
process. A member of the BSCMI underwriting team visits and inspects each
property to confirm occupancy rates and to analyze the property's market and
utility within the market.

     Loan Approval. Prior to commitment, all mortgage loans must be approved by
a loan committee comprised of senior real estate professionals from BSCMI and
its affiliates. The loan committee may either approve a mortgage loan as
recommended, request additional due diligence, modify the terms, or reject a
mortgage loan.

     Debt Service Coverage Ratio and LTV Ratio. BSCMI's underwriting criteria
generally require the following minimum debt service coverage ratios and maximum
loan to value ratios for each indicated property type:


                                       31



        PROPERTY TYPE            DSCR GUIDELINE   LTV RATIO GUIDELINE
------------------------------   --------------   -------------------
Multifamily                          1.20x                80%
Office                               1.25x                75%
Anchored Retail                      1.20x                80%
Unanchored Retail                    1.30x                75%
Self-storage                         1.30x                75%
Hotel                                1.40x                70%
Industrial                           1.25x                70%
Manufactured Housing Community       1.25x                75%

     Debt service coverage ratios are calculated based on anticipated
Underwritten Net Cash Flow at the time of origination. Therefore, the debt
service coverage ratio for each mortgage loan as reported elsewhere in this
prospectus supplement may differ from the amount determined at the time of
origination.

     Escrow Requirements. BSCMI generally requires a borrower to fund various
escrows for taxes and insurance, replacement reserves and capital expenses.
Generally, the required escrows for mortgage loans originated by BSCMI are as
follows:

     Taxes and Insurance - Typically, a pro rated initial deposit and monthly
deposits equal to 1/12 of the annual property taxes (based on the most recent
property assessment and the current millage rate) and annual property insurance
premium.

 REPLACEMENT RESERVES - MONTHLY DEPOSITS GENERALLY BASED ON THE GREATER OF THE
AMOUNT RECOMMENDED PURSUANT TO A BUILDING CONDITION REPORT PREPARED FOR BSCMI OR
                         THE FOLLOWING MINIMUM AMOUNTS:

        PROPERTY TYPE            DSCR GUIDELINE
------------------------------   -----------------------------
Multifamily                      $250 per unit
Office                           $0.20 per square foot
Retail                           $0.15 per square foot
Self-storage                     $0.15 per square foot
Hotel                            5% of gross revenue
Industrial                       $0.10 - $0.15 per square foot
Manufactured Housing Community   $50 per pad

     Deferred Maintenance/Environmental Remediation - An initial deposit, upon
funding of the mortgage loan, in an amount generally equal to 125% of the
estimated costs of the recommended substantial repairs or replacements pursuant
to the building condition report completed by a licensed engineer and the
estimated costs of environmental remediation expenses as recommended by an
independent environmental assessment.

     Re-tenanting - In some cases major leases expire within the mortgage loan
term. To mitigate this risk, special reserves may be funded either at closing
and/or during the mortgage loan term to cover certain anticipated leasing
commissions or tenant improvement costs which may be associated with re-leasing
the space occupied by these tenants.


                                       32



                                 USE OF PROCEEDS

     The net proceeds to be received from the sale of the certificates of any
series will be applied by us to the purchase of trust assets or will be used by
us for general corporate purposes. We expect to sell the certificates from time
to time, but the timing and amount of offerings of certificates will depend on a
number of factors, including the volume of mortgage assets acquired by us,
prevailing interest rates, availability of funds and general market conditions.

                         DESCRIPTION OF THE CERTIFICATES

GENERAL

     Each series of certificates will represent the entire beneficial ownership
interest in the trust fund created pursuant to the related pooling and servicing
agreement. As described in the related prospectus supplement, the certificates
of each series, including the offered certificates of any series, may consist of
one or more classes of certificates that, among other things:

     o    provide for the accrual of interest thereon at a fixed, variable or
          adjustable rate;

     o    are senior or subordinate to one or more other classes of certificates
          in entitlement to distributions on the certificates;

     o    are stripped principal certificates;

     o    are stripped interest certificates;

     o    provide for distributions of interest or principal that commence only
          after the occurrence of some events, such as the retirement of one or
          more other classes of certificates of the series;

     o    provide for distributions of principal to be made, from time to time
          or for designated periods, at a rate that is faster--and, in some
          cases, substantially faster--or slower--and, in some cases,
          substantially slower--than the rate at which payments or other
          collections of principal are received on the mortgage assets in the
          related trust fund;

     o    provide for distributions of principal to be made, subject to
          available funds, based on a specified principal payment schedule or
          other methodology; or

     o    provide for distributions based on collections on the mortgage assets
          in the related trust fund attributable to prepayment premiums and
          equity participations.

     Each class of offered certificates of a series will be issued in minimum
denominations corresponding to the principal balances or, in case of some
classes of stripped interest certificates or residual certificates, notional
amounts or percentage interests, specified in the related prospectus supplement.
As provided in the related prospectus supplement, one or more classes of offered
certificates of any series may be issued in fully registered, definitive form or
may be offered in book-entry format through the facilities of DTC. The offered
certificates of each series, if issued as definitive certificates, may be
transferred or exchanged, subject to any restrictions on transfer described in
the related prospectus supplement, at the location specified in the related
prospectus supplement, without the payment of any service charges, other than
any tax or other governmental charge payable in connection with the transfer.
Interests in a class of book-entry certificates will be transferred on the
book-entry records of DTC and its participating organizations.

DISTRIBUTIONS

     Distributions on the certificates of each series will be made by or on
behalf of the related trustee or servicer on each distribution date as specified
in the related prospectus supplement from the Available Distribution Amount for


                                       33



the series and the distribution date. The particular components of the Available
Distribution Amount for any series on each distribution date will be more
specifically described in the related prospectus supplement.

     Except as otherwise specified in the related prospectus supplement,
distributions on the certificates of each series, other than the final
distribution in retirement of any certificate, will be made to the persons in
whose names the certificates are registered at the close of business on the last
business day of the month preceding the month in which the applicable
distribution date occurs. The amount of each distribution will be determined as
of the close of business on the date specified in the related prospectus
supplement. All distributions with respect to each class of certificates on each
distribution date will be allocated pro rata among the outstanding certificates
in that class. Payments will be made either by wire transfer in immediately
available funds to the account of a certificateholder at a bank or other entity
having appropriate facilities therefor or by check mailed to the address of the
certificateholder as it appears in the certificate register. Payment will be
made by wire transfer if the certificateholder has provided the person required
to make payments with wiring instructions, which may be provided in the form of
a standing order applicable to all subsequent distributions, no later than the
date specified in the related prospectus supplement, and, if so provided in the
related prospectus supplement, the certificateholder holds certificates in the
requisite amount or denomination specified therein. If the certificateholder
does not provide any wiring instructions, payments will be made by check mailed
to the address of the certificateholder as it appears on the certificate
register. The final distribution in retirement of any class of certificates,
whether definitive certificates or book-entry certificates, will be made only
upon presentation and surrender of the certificates at the location specified in
the notice to certificateholders of the final distribution.

DISTRIBUTIONS OF INTEREST ON THE CERTIFICATES

     Each class of certificates of each series, other than some classes of
stripped principal certificates and some classes of residual certificates that
have no pass-through rate, may have a different pass-through rate, which in each
case may be fixed, variable or adjustable. The related prospectus supplement
will specify the pass-through rate or, in the case of a variable or adjustable
pass-through rate, the method for determining the pass-through rate, for each
class. Unless otherwise specified in the related prospectus supplement, interest
on the certificates of each series will be calculated on the basis of a 360-day
year consisting of twelve 30-day months.

     Distributions of interest in respect of any class of certificates, other
than some classes of accrual certificates, and other than any class of stripped
principal certificates or residual certificates that is not entitled to any
distributions of interest, will be made on each distribution date based on the
Accrued Certificate Interest for the class and the distribution date, subject to
the sufficiency of the portion of the Available Distribution Amount allocable to
that class on the distribution date. Prior to the time interest is distributable
on any class of accrual certificates, the amount of Accrued Certificate Interest
otherwise distributable on that class will be added to the certificate balance
of that class on each distribution date. Reference to a notional amount with
respect to a class of stripped interest certificates is solely for convenience
in making appropriate calculations and does not represent the right to receive
any distributions of principal. If so specified in the related prospectus
supplement, the amount of Accrued Certificate Interest that is otherwise
distributable on--or, in the case of accrual certificates, that may otherwise be
added to the certificate balance of those certificates--one or more classes of
the certificates of a series will be reduced to the extent that any prepayment
interest shortfalls, as described under "Yield and Maturity
Considerations--Shortfalls in Collections of Interest as a Result of Prepayments
of Mortgage Loans," exceed the amount of any sums--including, if and to the
extent specified in the related prospectus supplement, all or a portion of the
servicer's or special servicer's servicing compensation--that are applied to
offset the amount of the shortfalls. The particular manner in which shortfalls
will be allocated among some or all of the classes of certificates of that
series will be specified in the related prospectus supplement. The related
prospectus supplement will also describe the extent to which the amount of
Accrued Certificate Interest that is otherwise distributable on--or, in the case
of accrual certificates, that may otherwise be added to the certificate balance
of--a class of offered certificates may be reduced as a result of any other
contingencies, including delinquencies, losses and deferred interest on or in
respect of the mortgage assets in the related trust fund. Unless otherwise
provided in the related prospectus supplement, any reduction in the amount of
Accrued Certificate Interest otherwise distributable on a class of certificates
by reason of the allocation to the class of a portion of any deferred interest
on or in respect of the mortgage assets in the related trust fund will result in
a corresponding increase in the certificate balance of that class.


                                       34



DISTRIBUTIONS OF PRINCIPAL ON THE CERTIFICATES

     Each class of certificates of each series, other than some classes of
stripped interest certificates and some classes of residual certificates, will
have a certificate balance which, at any time, will equal the then maximum
amount that the holders of certificates of the class will be entitled to receive
in respect of principal out of the future cash flow on the mortgage assets and
other assets included in the related trust fund. The outstanding certificate
balance of a class of certificates will be reduced by distributions of principal
made from time to time and, if so provided in the related prospectus supplement,
will be further reduced by any losses incurred in respect of the related
mortgage assets allocated to these certificates from time to time. In turn, the
outstanding certificate balance of a class of certificates may be increased as a
result of any deferred interest on or in respect of the related mortgage assets
being allocated to them from time to time, and will be increased, in the case of
a class of accrual certificates prior to the distribution date on which
distributions of interest thereon are required to commence, by the amount of any
Accrued Certificate Interest, reduced as described above. Unless otherwise
provided in the related prospectus supplement, the initial aggregate certificate
balance of all classes of a series of certificates will not be greater than the
aggregate outstanding principal balance of the related mortgage assets as of the
applicable cut-off date, after application of scheduled payments due on or
before the date, whether or not received. The initial certificate balance of
each class of a series of certificates will be specified in the related
prospectus supplement. As and to the extent described in the related prospectus
supplement, distributions of principal with respect to a series of certificates
will be made on each distribution date to the holders of the class or classes of
certificates of the series who are entitled to receive those distributions until
the certificate balances of the certificates have been reduced to zero.
Distributions of principal with respect to one or more classes of certificates
may be made at a rate that is faster, and, in some cases, substantially faster,
than the rate at which payments or other collections of principal are received
on the mortgage assets in the related trust fund. Distributions of principal
with respect to one or more classes of certificates may not commence until the
occurrence of one or more specified events, such as the retirement of one or
more other classes of certificates of the same series, or may be made at a rate
that is slower, and, in some cases, substantially slower, than the rate at which
payments or other collections of principal are received on the mortgage assets
in the related trust fund. Distributions of principal with respect to one or
more classes of certificates--each such class is known as a controlled
amortization class--may be made, subject to available funds, based on a
specified principal payment schedule. Distributions of principal with respect to
one or more classes of certificates--each such class is known as a companion
class--may be contingent on the specified principal payment schedule for a
controlled amortization class of the same series and the rate at which payments
and other collections of principal on the mortgage assets in the related trust
fund are received. Unless otherwise specified in the related prospectus
supplement, distributions of principal of any class of offered certificates will
be made on a pro rata basis among all of the certificates of that class.

DISTRIBUTIONS ON THE CERTIFICATES IN RESPECT OF PREPAYMENT PREMIUMS OR IN
RESPECT OF EQUITY PARTICIPATIONS

     If so provided in the related prospectus supplement, prepayment premiums or
payments in respect of equity participations received on or in connection with
the mortgage assets in any trust fund will be distributed on each distribution
date to the holders of the class of certificates of the related series who are
entitled in accordance with the provisions described in the prospectus
supplement.

ALLOCATION OF LOSSES AND SHORTFALLS

     The amount of any losses or shortfalls in collections on the mortgage
assets in any trust fund, to the extent not covered or offset by draws on any
reserve fund or under any instrument of credit support, will be allocated among
the respective classes of certificates of the related series in the priority and
manner, and subject to the limitations, specified in the related prospectus
supplement. As described in the related prospectus supplement, allocations of
losses or shortfalls may be effected by a reduction in the entitlements to
interest and/or certificate balances of one or more classes of certificates, or
by establishing a priority of payments among classes of certificates.

ADVANCES IN RESPECT OF DELINQUENCIES

     If and to the extent provided in the related prospectus supplement, if a
trust fund includes mortgage loans, the servicer, a special servicer, the
trustee, any provider of credit support and/or any other specified person may be
obligated to advance, or have the option of advancing, on or before each
distribution date, the amount may be


                                       35



advanced from its or their own funds or from excess funds held in the related
certificate account that are not part of the Available Distribution Amount for
the related series of certificates for the distribution date.

     Advances are intended to maintain a regular flow of scheduled interest and
principal payments to holders of the class or classes of certificates who are
entitled, rather than to guarantee or insure against losses. Accordingly, all
advances made out of a specific entity's own funds will be reimbursable out of
related recoveries on the mortgage loans, including amounts received under any
instrument of credit support, respecting which the advances were made--as to any
mortgage loan, more commonly known as related proceeds. Advances may also be
reimbursed from other specific sources as may be identified in the related
prospectus supplement, including, in the case of a series that includes one or
more classes of subordinate certificates, collections on other mortgage loans in
the related trust fund that would otherwise be distributable to the holders of
one or more classes of those subordinate certificates. No advance will be
required to be made by the servicer, a special servicer or the trustee if, in
the good faith judgment of the servicer, a special servicer or the trustee, as
the case may be, the advance would not be recoverable from related proceeds or
another specifically identified source--any such advance is known as a
nonrecoverable advance. If an advance was previously made by the servicer, a
special servicer or the trustee, a nonrecoverable advance will be reimbursable
from any amounts in the related certificate account prior to any distributions
being made to the related series of certificateholders.

     If advances have been made by the servicer, special servicer, trustee or
other entity from excess funds in a certificate account, the servicer, special
servicer, trustee or other entity, as the case may be, will be required to
replace the funds in the certificate account on any future distribution date to
the extent that funds in the certificate account on the distribution date are
less than payments required to be made to the related series of
certificateholders on that date. If so specified in the related prospectus
supplement, the obligation of the servicer, special servicer, trustee or other
entity to make advances may be secured by a cash advance reserve fund or a
surety bond. If applicable, information regarding the characteristics of, and
the identity of any obligor on, any related surety bond, will be set forth in
the related prospectus supplement.

     If and to the extent so provided in the related prospectus supplement, any
entity making advances will be entitled to receive interest on the advances made
by that entity. Interest will be payable for the period that the advances are
outstanding at the rate specified in the related prospectus supplement, and the
entity making advances will be entitled to payment of interest periodically from
general collections on the mortgage loans in the related trust fund prior to any
payment to the related series of certificateholders or as otherwise provided in
the related pooling and servicing agreement and prospectus supplement.

     The prospectus supplement for any series of certificates evidencing an
interest in a trust fund that includes MBS will describe any comparable
advancing obligation of a party to the related pooling and servicing agreement
or of a party to the related MBS agreement.

REPORTS TO CERTIFICATEHOLDERS

     On each distribution date, together with the distribution to the holders of
each class of the offered certificates of a series, the servicer, the trustee,
or such other party as may be specified in the related prospectus supplement,
will forward or make available to each holder a distribution date statement that
will set forth the items set forth in the related prospectus supplement, which
could include, among other things, in each case to the extent applicable:

     1. the amount of distribution to holders of the class of offered
certificates that was applied to reduce the certificate balance of those
certificates;

     2. the amount of distribution to holders of the class of offered
certificates that is allocable to Accrued Certificate Interest;

     3. the amount, if any, of distribution to holders of that class of offered
certificates that is allocable to both prepayment premiums and payments on
account of equity participations;

     4. the amount, if any, by which the distribution is less than the amounts
to which holders of a class of offered certificates are entitled;


                                       36



     5. if the related trust fund includes mortgage loans, the aggregate amount
of advances included in the distribution;

     6. if the related trust fund includes mortgage loans, the amount of
servicing compensation received by the related servicer, and, if payable
directly out of the related trust fund, by any special servicer and any
sub-servicer, and other customary information as the reporting party deems
necessary or desirable, or that a certificateholder reasonably requests, to
enable certificateholders to prepare their tax returns;

     7. information regarding the aggregate principal balance of the related
mortgage assets on or about the distribution date;

     8. if the related trust fund includes mortgage loans, information regarding
the number and aggregate principal balance of those mortgage loans that are
delinquent in varying degrees, including specific identification of mortgage
loans that are more than 60 days delinquent or in foreclosure;

     9. if the related trust fund includes mortgage loans, information regarding
the aggregate amount of losses incurred and principal prepayments made with
respect to those mortgage loans during the related period. The related period is
generally equal in length to the time period between distribution dates, during
which prepayments and other unscheduled collections on the mortgage loans in the
related trust fund must be received in order to be distributed on a particular
distribution date;

     10. the certificate balance or notional amount, as the case may be, of each
class of certificates, including any class of certificates not offered hereby,
at the close of business on a distribution date, separately identifying any
reduction in the certificate balance or notional amount due to the allocation of
any losses in respect of the related mortgage assets, any increase in the
certificate balance or notional amount due to the allocation of any negative
amortization in respect of the related mortgage assets and any increase in the
certificate balance of a class of accrual certificates, if any, in the event
that Accrued Certificate Interest has been added to the balance;

     11. if a class of offered certificates has a variable pass-through rate or
an adjustable pass-through rate, the applicable pass-through rate for the
distribution date and, if determinable, for the next succeeding distribution
date;

     12. the amount deposited in or withdrawn from any reserve fund on the
distribution date, and the amount remaining on deposit in the reserve fund as of
the close of business on the distribution date;

     13. if the related trust fund includes one or more instruments of credit
support, such as a letter of credit, an insurance policy and/or a surety bond,
the amount of coverage under each instrument as of the close of business on the
distribution date; and

     14. to the extent not otherwise reflected through the information furnished
pursuant to subclauses 10 and 13 above, the amount of credit support being
afforded by any classes of subordinate certificates.

     In the case of information furnished pursuant to subclauses 1-3 above, the
amounts will be expressed as a dollar amount per minimum denomination of the
relevant class of offered certificates or per a specified portion of the minimum
denomination. The prospectus supplement for each series of certificates may
describe additional information to be included in reports to the holders of the
offered certificates of a series.

     Within a reasonable period of time after the end of each calendar year, the
servicer or trustee for a series of certificates, as the case may be, will be
required to furnish or make available to you at any time during the calendar
year you were a holder of an offered certificate of a series a statement
containing the information set forth in subclauses 1-3 above. The information
will be aggregated for that calendar year or the applicable portion of that
calendar year during which the person was a certificateholder. The obligation to
furnish information to a certificateholder will be deemed to have been satisfied
to the extent that substantially comparable information is provided pursuant to
any requirements of the Internal Revenue Code as are from time to time in force.

     For other information regarding information provided to a
certificateholder, you should review the section in the prospectus titled
"Description of the Certificates--Book-Entry Registration and Definitive
Certificates."


                                       37



     If the trust fund for a series of certificates includes MBS, the ability of
the related servicer, the trustee or such other party as may be specified in the
applicable prospectus supplement, as the case may be, to include in any
distribution date statement information regarding the mortgage loans underlying
the MBS will depend on the reports received with respect to the MBS. In those
cases, the related prospectus supplement will describe the loan-specific
information to be included in the distribution date Statements that will be
forwarded or made available to the holders of the offered certificates of that
series in connection with distributions made to them.

VOTING RIGHTS

     The voting rights evidenced by each series of certificates will be
allocated among the respective classes of that series in the manner described in
the related prospectus supplement.

     You will generally not have a right to vote, except with respect to
required consents to some amendments to the related pooling and servicing
agreement and as otherwise specified in the related prospectus supplement. For
additional information, you should review the section in this prospectus titled
"Description of the Pooling and Servicing Agreements--Amendment." The holders of
specified amounts of certificates of a particular series will have the right to
act as a group to remove the related trustee and also upon the occurrence of
some events which if continuing would constitute an event of default on the part
of the related servicer. For further information, you should also review the
section in this prospectus titled "Description of the Pooling and Servicing
Agreements--Events of Default," "--Rights upon Event of Default" and
"--Resignation and Removal of the Trustee."

TERMINATION

     The obligations created by the pooling and servicing agreement for each
series of certificates will terminate following:

     o    the final payment or other liquidation of the last mortgage asset or
          the disposition of all property acquired upon foreclosure of any
          mortgage loan; and

     o    the payment to the certificateholders of that series of all amounts
          required to be paid to them pursuant to that pooling and servicing
          agreement.

     Written notice of termination of a pooling and servicing agreement will be
given to each certificateholder of the related series, and the final
distribution will be made only upon presentation and surrender of the
certificates of that series at the location to be specified in the notice of
termination.

     If so specified in the related prospectus supplement, a series of
certificates may be subject to optional early termination through the repurchase
of the mortgage assets in the related trust fund under the circumstances and in
the manner set forth in that prospectus supplement. If so provided in the
related prospectus supplement, upon the reduction of the certificate balance of
a specified class or classes of certificates by a specified percentage or
amount, a party designated in that prospectus supplement may be authorized or
required to solicit bids for the purchase of all the mortgage assets of the
related trust fund, or of a sufficient portion of the mortgage assets to retire
the related class or classes.

BOOK-ENTRY REGISTRATION AND DEFINITIVE CERTIFICATES

     If so provided in the prospectus supplement for a series of certificates,
one or more classes of the offered certificates of that series will be offered
in book-entry format through the facilities of DTC, and each class will be
represented by one or more global certificates registered in the name of DTC or
its nominee.

     DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking corporation" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Internal Revenue Code, and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Exchange Act. DTC was created to hold securities for its participating
organizations and facilitate the clearance and settlement of securities
transactions between participants through electronic computerized book-entry
changes in their accounts, thereby eliminating the need for physical movement of
securities certificates. Direct participants, which maintain accounts with DTC,


                                       38



include securities brokers and dealers, banks, trust companies and clearing
corporations and may include some other organizations. DTC is owned by a number
of its direct participants and by the New York Stock Exchange, Inc., the
American Stock Exchange, Inc. and the National Association of Securities
Dealers, Inc. Access to DTC system also is available to others such as banks,
brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a direct participant, either directly or indirectly. The rules
applicable to DTC and its participants are on file with SEC.

     Purchases of book-entry certificates under DTC system must be made by or
through direct participants, which will receive a credit for the book-entry
certificates on DTC's records. Your ownership interest of a book-entry
certificate is in turn to be recorded on the direct and indirect participants'
records. You will not receive written confirmation from DTC of your purchases,
but you are expected to receive written confirmations providing details of the
transactions, as well as periodic statements of their holdings, from the direct
or indirect participant through which you into the transaction. Transfers of
ownership interest in the book-entry certificates are to be accomplished by
entries made on the books of participants acting on your behalf. Certificate
owners will not receive certificates representing their ownership interests in
the book-entry certificates, except in the event that use of the book-entry
system for the book-entry certificates of any series is discontinued as
described below.

     To facilitate subsequent transfer, all offered certificates deposited by
participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of offered certificates with DTC and their registration
with Cede & Co. effect no change in beneficial ownership. DTC has no knowledge
of the actual certificate owners of the book-entry certificates; DTC's records
reflect only the identity of the direct participants to whose accounts the
certificates are credited, which may or may not be the certificate owners. The
participants will remain responsible for keeping account of their holdings on
behalf of their customers.

     Conveyance of notices and other communications by DTC to direct
participants, by direct participants to indirect participants, and by direct
participants and indirect participants to certificate owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.

     Distributions on the book-entry certificates will be made to DTC. DTC's
practice is to credit direct participants' accounts on the related distribution
date in accordance with their respective holdings shown on DTC's records unless
DTC has reason to believe that it will not receive payment on that date.
Disbursement of the distributions by participants to you will be governed by
standing instructions and customary practices, as is the case with securities
held for the accounts of customers in bearer form or registered in street name,
and will be the responsibility of each participant--and not of DTC, us as the
depositor, any trustee or servicer--subject to any statutory or regulatory
requirements as may be in effect from time to time. Under a book-entry system,
you may receive payments after the related distribution date.

     Unless otherwise provided in the related prospectus supplement, the only
certificateholder, as the term is used in the related pooling and servicing
agreement, will be the nominee of DTC, and you will not be recognized as
certificateholders under the pooling and servicing agreement. You will be
permitted to exercise your rights under the related pooling and servicing
agreement only indirectly through the participants who in turn will exercise
their rights through DTC. We will be informed that DTC will take action
permitted to be taken by a certificateholder under a pooling and servicing
agreement only at the direction of one or more participants to whose account
with DTC interests in the book-entry certificates are credited.

     Because DTC can act only on behalf of participants, who in turn act on
behalf of indirect participants and some of you, your ability to pledge your
interest in book-entry certificates to persons or entities that do not
participate in DTC system, or otherwise take actions in respect of its interest
in book-entry certificates, may be limited due to the lack of a physical
certificate evidencing the interest.

     Unless otherwise specified in the related prospectus supplement,
certificates initially issued in book-entry form will be issued as definitive
certificates to you or your nominees, rather than to DTC or its nominee, only
if:

     o    we advise the trustee in writing that DTC is no longer willing or able
          to discharge properly its responsibilities as depository with respect
          to those certificates and we are unable to locate a qualified
          successor; or


                                       39



     o    we, at our option, notify DTC of our intent to terminate the
          book-entry system through DTC with respect to those certificates and,
          upon receipt of notice of such intent from DTC, the participants
          holding beneficial interests in those certificates agree to initiate
          the termination.

     Upon the occurrence of either of the events described in the preceding
sentence, DTC will be required to notify all participants of the availability
through DTC of definitive certificates. Upon surrender by DTC of the certificate
or certificates representing a class of book-entry certificates, together with
instructions for registration, the trustee for the related series or other
designated party will be required to issue to the certificate owners identified
in our instructions the definitive certificates to which they are entitled, and
thereafter the holders of those definitive certificates will be recognized as
certificateholders under the related pooling and servicing agreement.

     If you hold your offered certificates in book-entry form through DTC, you
may obtain direct access to the monthly reports to certificateholders as if you
were a registered certificateholder, provided that you deliver a written
certification to the trustee or another party to the pooling and servicing
agreement for the related series in a prescribed form confirming your beneficial
ownership in the offered certificates and you agree to keep the subject
information confidential. Otherwise, until definitive certificates are issued
with respect to your offered certificates, if ever, the information contained in
those monthly reports will be available to you only to the extent that it is
made available through DTC and the DTC participants or is available on the
internet website of the trustee or another party to the pooling and servicing
agreement. The parties to each pooling and servicing agreement are required to
recognize as certificateholders only those persons in whose names the
certificates of a series are registered on the books and records of the trustee
or another certificate registrar.

               DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS

GENERAL

     The certificates of each series will be issued pursuant to a pooling and
servicing agreement or other agreement specified in the related prospectus
supplement. In general, the parties to a pooling and servicing agreement will
include us, the trustee, the servicer and, in some cases, a special servicer
appointed as of the date of the pooling and servicing agreement. However, a
pooling and servicing agreement may include a mortgage asset seller as a party,
and a pooling and servicing agreement that relates to a trust fund that consists
solely of MBS may not include the servicer or other servicer as a party. All
parties to each pooling and servicing agreement under which certificates of a
series are issued will be identified in the related prospectus supplement. If so
specified in the related prospectus supplement, our affiliate, or the mortgage
asset seller or its affiliate, may perform the functions of servicer or special
servicer. Any party to a pooling and servicing agreement may own certificates
issued under that pooling and servicing agreement. However, except with respect
to required consents to some amendments to a pooling and servicing agreement,
certificates that are held by the servicer or a special servicer for the related
series will not be allocated voting rights.

     A form of a pooling and servicing agreement has been filed as an exhibit to
the registration statement of which this prospectus is a part. However, the
provisions of each pooling and servicing agreement will vary depending upon the
nature of the certificates to be issued thereunder and the nature of the related
trust fund. The following summaries describe some provisions that may appear in
a pooling and servicing agreement under which certificates that evidence
interests in mortgage loans will be issued. The prospectus supplement for a
series of certificates will describe any provision of the related pooling and
servicing agreement that materially differs from the description contained in
this prospectus. If the related trust fund includes MBS, it will summarize all
of the material provisions of the related pooling and servicing agreement. The
summaries in this prospectus do not purport to be complete and are subject to,
and are qualified in their entirety by reference to the description of the
provisions in the related prospectus supplement. As used in this prospectus with
respect to any series, the term certificate refers to all of the certificates of
that series, whether or not offered hereby and by the related prospectus
supplement, unless the context otherwise requires. We will provide a copy of the
pooling and servicing agreement, without exhibits, that relates to any series of
certificates without charge upon written request of a holder of a certificate of
that series addressed to Bear Stearns Commercial Mortgage Securities Inc., 383
Madison Avenue, New York, New York 10179, Attention: J. Christopher Hoeffel.


                                       40



ASSIGNMENT OF MORTGAGE LOANS; REPURCHASES

     At the time of issuance of any series of certificates, we will assign, or
cause to be assigned, to the designated trustee the mortgage loans to be
included in the related trust fund. Unless otherwise specified in the related
prospectus supplement, we will assign, or cause to be assigned, all principal
and interest to be received on or with respect to those mortgage loans after the
cut-off date, other than principal and interest due on or before the cut-off
date. The trustee will, concurrently with the assignment, deliver the
certificates to or at our direction in exchange for the mortgage loans and the
other assets to be included in the trust fund for the series. Each mortgage loan
will be identified in a schedule appearing as an exhibit to the related pooling
and servicing agreement. The schedule generally will include detailed
information that pertains to each mortgage loan included in the related trust
fund. The information will typically include the address of the related
mortgaged property and type of the property; the mortgage rate and, if
applicable, the applicable index, gross margin, adjustment date and any rate cap
information; the original and remaining term to maturity; the original
amortization term; and the original and outstanding principal balance.

     We will deliver, or cause to be delivered, to the related trustee, or to a
custodian appointed by the trustee, some loan documents with respect to each
mortgage loan to be included in a trust fund. Unless otherwise specified in the
related prospectus supplement, the loan documents will include the following:

     o    the original mortgage note endorsed, without recourse, to the order of
          the trustee or a copy of that note together with a lost note affidavit
          and indemnity;

     o    the original or a copy of the mortgage instrument together with
          originals or copies of any intervening assignments of that document,
          in each case, unless the particular document has not been returned
          from the applicable recording office (subject to certification and
          certain timing requirements), with evidence of recording on the
          document;

     o    the original or a copy of any separate assignment of leases and rents,
          together with originals or copies of any intervening assignments of
          that document, in each case, unless the particular document has not
          been returned from the applicable recording office (subject to
          certification and certain timing requirements), with evidence of
          recording on the document;

     o    an executed assignment of the related mortgage instrument in favor of
          the trustee, in recordable form except for missing recording
          information relating to that mortgage instrument;

     o    an executed assignment of any separate related assignment of leases
          and rents in favor of the trustee, in recordable form except for
          missing recording information relating to that assignment of leases
          and rents;

     o    original or copies of all written assumption, modification and
          substitution agreements, if any, in those instances where the terms or
          provisions of the mortgage instrument or promissory note have been
          materially modified or the mortgage loan has been assumed;

     o    an original or copy of the lender's title insurance policy or, if a
          title insurance policy has not been issued (subject to certain timing
          requirements), a written commitment "marked up" at the closing of the
          mortgage loan, interim binder or the pro forma title insurance policy
          evidencing a binding commitment to issue a policy; and

     o    in those cases where applicable, the original or a copy of the related
          ground lease.

     Unless otherwise provided in the prospectus supplement for a series of
certificates, the related pooling and servicing agreement will require that we
or another party to the pooling and servicing agreement promptly cause each
assignment of mortgage to be recorded in the appropriate public office for real
property records.

     The trustee, or a custodian appointed by the trustee, for a series of
certificates will be required to review the mortgage loan documents delivered to
it within a specified period of days after receipt. The trustee, or the
custodian, will hold the mortgage loan documents in trust for the benefit of the
certificateholders of that series. Unless otherwise specified in the related
prospectus supplement, if any document is found to be missing or


                                       41



defective, and that omission or defect, as the case may be, materially and
adversely affects the interests of the certificateholders of the related series,
the trustee, or custodian, will be required to notify the servicer and us, and
one of us will be required to notify the relevant mortgage asset seller. In that
case, and if the mortgage asset seller cannot deliver the document or cure the
defect within a specified number of days after receipt of notice, then, except
as otherwise specified below or in the related prospectus supplement, the
mortgage asset seller will be obligated to repurchase the related mortgage loan
from the trustee at a price that will be specified in the related prospectus
supplement. If so provided in the prospectus supplement for a series of
certificates, a mortgage asset seller, in lieu of repurchasing a mortgage loan
as to which there is missing or defective loan documentation, will have the
option, exercisable upon the occurrence of conditions, and/or within a specified
period, specified in the pooling and servicing agreement, after initial issuance
of the series of certificates, to replace that mortgage loan with one or more
other mortgage loans, in accordance with standards that will be described in the
prospectus supplement. Unless otherwise specified in the related prospectus
supplement, this repurchase or substitution obligation will constitute the sole
remedy to holders of the certificates of any series or to the related trustee on
their behalf for missing or defective loan documentation. Neither we nor, unless
it is the mortgage asset seller, the servicer will be obligated to purchase or
replace a mortgage loan if a mortgage asset seller defaults on its obligation to
do so. Notwithstanding the foregoing, if a document has not been delivered to
the related trustee, or to a custodian appointed by the trustee, because that
document has been submitted for recording, and neither that document nor a
certified copy, in either case with evidence of recording, can be obtained
because of delays on the part of the applicable recording office, then, unless
otherwise specified in the related prospectus supplement, the mortgage asset
seller will not be required to repurchase or replace the affected mortgage loan
on the basis of that missing document so long as it continues in good faith to
attempt to obtain that document or a certified copy of that document.

REPRESENTATIONS AND WARRANTIES; REPURCHASES

     Unless otherwise provided in the prospectus supplement for a series of
certificates, we will, with respect to each mortgage loan in the related trust
fund, make or assign, or cause to be made or assigned, some representations and
warranties covering, by way of example:

     o    the accuracy of the information set forth for the mortgage loan on the
          schedule of mortgage loans appearing as an exhibit to the related
          pooling and servicing agreement;

     o    the enforceability of the related mortgage note and mortgage and the
          existence of title insurance insuring the lien priority of the related
          mortgage;

     o    the warranting party's title to the mortgage loan and the authority of
          the warranting party to sell the mortgage loan; and

     o    the payment status of the mortgage loan.

     It is expected that in most cases the warranting party will be the mortgage
asset seller. However, the warranting party may also be an affiliate of the
mortgage asset seller, the servicer, a special servicer or another person
acceptable to us, or us or our affiliate. The warranting party, if other than
the mortgage asset seller, will be identified in the related prospectus
supplement.

     Unless otherwise provided in the related prospectus supplement, each
pooling and servicing agreement will provide that the servicer and/or trustee
will be required to notify promptly any warranting party of any breach of any
representation or warranty made by it in respect of a mortgage loan that
materially and adversely affects your interests. If a warranting party cannot
cure the breach within a specified period following the date on which it was
notified of that breach, then, unless otherwise provided in the related
prospectus supplement, it will be obligated to repurchase the related mortgage
loan from the trustee at a price that will be specified in the related
prospectus supplement. If so provided in the prospectus supplement for a series
of certificates, a warranting party, in lieu of repurchasing a mortgage loan as
to which a breach has occurred, will have the option, exercisable upon some
conditions and/or within a specified period after initial issuance of a series
of certificates, to replace the related mortgage loan with one or more other
mortgage loans. Unless otherwise specified in the related prospectus supplement,
this repurchase or substitution obligation will constitute the sole remedy
available to you or to the related trustee on your behalf for a breach of
representation and warranty by a warranting party. Neither we nor the


                                       42



servicer, in either case unless we or the servicer is the warranting party, will
be obligated to purchase or replace a mortgage loan if a warranting party
defaults on its obligation to do so.

     In some cases, representations and warranties will have been made in
respect of a mortgage loan as of a date prior to the date upon which the related
series of certificates is issued. Consequently, those representations and
warranties may not address events that may occur following the date as of which
they were made. However, we will not include any mortgage loan in the trust fund
for any series of certificates if anything has come to our attention that would
cause it to believe that the representations and warranties made in respect of a
mortgage loan will not be accurate in all material respects as of the date of
issuance. The date as of which the representations and warranties regarding the
mortgage loans in any trust fund were made will be specified in the related
prospectus supplement.

COLLECTION AND OTHER SERVICING PROCEDURES

     The servicer for any trust fund, directly or through sub-servicers, will be
required to make reasonable efforts to collect all scheduled payments under the
mortgage loans in a trust fund. The servicer will be required to follow
collection procedures as it would follow with respect to mortgage loans that are
comparable to the mortgage loans in the trust fund and held for its own account,
provided the procedures are consistent with:

     o    the terms of the related pooling and servicing agreement and any
          related instrument of credit support included in the trust fund;

     o    applicable law; and

     o    the servicing standard specified in the related pooling and servicing
          agreement and prospectus supplement.

     The servicer for any trust fund, directly or through sub-servicers, will
also be required to perform as to the mortgage loans in the trust fund various
other customary functions of a servicer of comparable loans. These obligations
include the following:

     o    maintaining escrow or impound accounts, if required under the related
          pooling and servicing agreement, for payment of taxes, insurance
          premiums, ground rents and similar items, or otherwise monitoring the
          timely payment of those items;

     o    attempting to collect delinquent payments; supervising foreclosures;
          negotiating modifications; conducting property inspections on a
          periodic or other basis;

     o    managing, or overseeing the management of, mortgaged properties
          acquired on behalf of the trust fund through foreclosure, deed-in-lieu
          of foreclosure or otherwise, each of which is called an REO property;
          and

     o    maintaining servicing records relating to the mortgage loans.

Unless otherwise specified in the related prospectus supplement, the servicer
will be responsible for filing and settling claims in respect of particular
mortgage loans under any applicable instrument of credit support.

     For additional information regarding credit support, you should review the
section in this prospectus titled "Description of Credit Support."

SUB-SERVICERS

     The servicer may delegate its servicing obligations in respect of the
mortgage loans serviced thereby to one or more third-party servicers. However,
unless otherwise specified in the related prospectus supplement, the servicer
will remain obligated under the related pooling and servicing agreement. A
sub-servicer for any series of certificates may be our affiliate or an affiliate
of the servicer. Unless otherwise provided in the related prospectus supplement,
each sub-servicing agreement between the servicer and a sub-servicer will
provide that, if for any reason the servicer is no longer acting in that
capacity, the trustee or any successor servicer may assume the servicer's rights
and obligations under the sub-servicing agreement. The servicer will be required
to monitor the


                                       43



performance of sub-servicers retained by it and will have the right to remove a
sub-servicer retained by it at any time it considers the removal of the
sub-servicer to be in your best interest.

     Unless otherwise provided in the related prospectus supplement, the
servicer will be solely liable for all fees owed by it to any sub-servicer,
irrespective of whether the servicer's compensation pursuant to the related
pooling and servicing agreement is sufficient to pay the sub-servicer's fees.
Each sub-servicer will be reimbursed by the servicer that retained it for some
expenditures which it makes, generally to the same extent the servicer would be
reimbursed under a pooling and servicing agreement.

     For additional information regarding payment of fees and expenses to a
sub-servicer, you should review the sections in this prospectus titled
"--Certificate Account" and "--Servicing Compensation and Payment of Expenses."

SPECIAL SERVICERS

     To the extent so specified in the related prospectus supplement, one or
more special servicers may be a party to the related pooling and servicing
agreement or may be appointed by the servicer or another specified party. A
special servicer for any series of certificates may be our affiliate or an
affiliate of the servicer. A special servicer may be entitled to any of the
rights, and subject to any of the obligations, described in this prospectus in
respect of the servicer including the ability to appoint sub-servicers to the
extent specified in the related prospectus supplement. The related prospectus
supplement will describe the rights, obligations and compensation of any special
servicer for a particular series of certificates. The servicer will be liable
for the performance of a special servicer only if, and to the extent, set forth
in the related prospectus supplement.

CERTIFICATE ACCOUNT

     General. The servicer, the trustee and/or a special servicer will, as to
each trust fund that includes mortgage loans, establish and maintain or cause to
be established and maintained one or more separate accounts for the collection
of payments on or in respect of the mortgage loans. Those certificate accounts
will be established so as to comply with the standards of each rating agency
that has rated any one or more classes of certificates of the related series. A
certificate account may be maintained as an interest-bearing or a
non-interest-bearing account. The funds held in a certificate account may be
invested pending each succeeding distribution date in United States government
securities and other obligations that are acceptable to each rating agency that
has rated any one or more classes of certificates of the related series. Unless
otherwise provided in the related prospectus supplement, any interest or other
income earned on funds in a certificate account will be paid to the related
servicer, trustee or special servicer, if any, as additional compensation. A
certificate account may be maintained with the related servicer, special
servicer or mortgage asset seller or with a depository institution that is our
affiliate or an affiliate of any of the foregoing. Any entity that maintains a
certificate account must comply with applicable rating agency standards. If
permitted by the applicable rating agency or Agencies and so specified in the
related prospectus supplement, a certificate account may contain funds relating
to more than one series of mortgage pass-through certificates and may contain
other funds representing payments on mortgage loans owned by the related
servicer or special servicer, if any, or serviced by either on behalf of others.

     Deposits. Unless otherwise provided in the related pooling and servicing
agreement and described in the related prospectus supplement, the servicer,
trustee or special servicer will be required to deposit or cause to be deposited
in the certificate account for each trust fund that includes mortgage loans,
within a certain period following receipt, in the case of collections on or in
respect of the mortgage loans, or otherwise as provided in the related pooling
and servicing agreement, the following payments and collections received or made
by the servicer, the trustee or any special servicer subsequent to the cut-off
date, other than payments due on or before the cut-off date:

     1.   all payments on account of principal, including principal prepayments,
          on the mortgage loans;

     2.   all payments on account of interest on the mortgage loans, including
          any default interest collected, in each case net of any portion
          retained by the servicer or any special servicer as its servicing
          compensation or as compensation to the trustee;


                                       44



     3. all proceeds received under any hazard, title or other insurance policy
that provides coverage with respect to a mortgaged property or the related
mortgage loan or in connection with the full or partial condemnation of a
mortgaged property, other than proceeds applied to the restoration of the
property or released to the related borrower in accordance with the customary
servicing practices of the servicer, or, if applicable, a special servicer,
and/or the terms and conditions of the related Mortgage (collectively, insurance
and condemnation proceeds) and all other amounts received and retained in
connection with the liquidation of defaulted mortgage loans or property acquired
with respect to the liquidation, by foreclosure or otherwise (collectively,
liquidation proceeds) together with the net operating income, less reasonable
reserves for future expenses, derived from the operation of any mortgaged
properties acquired by the trust fund through foreclosure or otherwise;

     4. any amounts paid under any instrument or drawn from any fund that
constitutes credit support for the related series of certificates as described
under "Description of Credit Support";

     5. any advances made as described under "Description of the
Certificates--Advances in Respect of Delinquencies";

     6. any amounts paid under any cash flow agreement, as described under
"Description of the Trust Funds--MBS--Cash Flow Agreements";

     7. all proceeds of the purchase of any mortgage loan, or property acquired
with respect to the liquidation, by us, any mortgage asset seller or any other
specified person as described under "--Assignment of Mortgage Loans;
Repurchases" and "--Representations and Warranties; Repurchases", all proceeds
of the purchase of any defaulted mortgage loan as described under "--Realization
Upon Defaulted Mortgage Loans", and all proceeds of any Mortgage Asset purchased
as described under "Description of the Certificates--Termination" (all of the
foregoing, also liquidation proceeds);

     8. any amounts paid by the servicer to cover prepayment interest shortfalls
arising out of the prepayment of mortgage loans as described under "--Servicing
Compensation and Payment of Expenses";

     9. to the extent that any related item does not constitute additional
servicing compensation to the servicer or a special servicer, any payments on
account of modification or assumption fees, late payment charges, prepayment
premiums or equity participations with respect to the mortgage loans;

     10. all payments required to be deposited in the certificate account with
respect to any deductible clause in any blanket insurance policy described under
"--Hazard Insurance Policies";

     11. any amount required to be deposited by the servicer or the trustee in
connection with losses realized on investments for the benefit of the servicer
or the trustee, as the case may be, of funds held in the certificate account;
and

     12. any other amounts required to be deposited in the certificate account
as provided in the related pooling and servicing agreement and described in the
related prospectus supplement.

     Withdrawals. Unless otherwise provided in the related pooling and servicing
agreement and described in the related prospectus supplement, the servicer,
trustee or special servicer may make withdrawals from the certificate account
for each trust fund that includes mortgage loans for any of the following
purposes:

     1. to make distributions to you on each distribution date;

     2. to pay the servicer, the trustee or a special servicer any servicing
fees not previously retained thereby, the payment to be made out of payments on
the particular mortgage loans as to which the fees were earned;

     3. to reimburse the servicer, a special servicer, the trustee or any other
specified person for any unreimbursed amounts advanced by it as described under
"Description of the Certificates--Advances in Respect of Delinquencies", the
reimbursement to be made out of amounts received that were identified and
applied by the servicer or a special servicer, as applicable, as late
collections of interest on and principal of the particular mortgage loans with
respect to which the advances were made or out of amounts drawn under any
instrument of credit support with respect to those mortgage loans;


                                       45



     4. to reimburse the servicer, the trustee or a special servicer for unpaid
servicing fees earned by it and unreimbursed servicing expenses incurred by it
with respect to mortgage loans in the trust fund and properties acquired in
respect thereof, the reimbursement to be made out of amounts that represent
liquidation proceeds and insurance and condemnation proceeds collected on the
particular mortgage loans and properties, and net income collected on the
particular properties, with respect to which their fees were earned or their
expenses were incurred or out of amounts drawn under any instrument of credit
support with respect to the mortgage loans and properties;

     5. to reimburse the servicer, a special servicer, the trustee or other
specified person for any advances described in clause (3) above made by it
and/or any servicing expenses referred to in clause (4) above incurred by it
that, in the good faith judgment of the servicer, special servicer, trustee or
other specified person, as applicable, will not be recoverable from the amounts
described in clauses (3) and (4), respectively, the reimbursement to be made
from amounts collected on other mortgage loans in the same trust fund or, if and
to the extent so provided by the related pooling and servicing agreement and
described in the related prospectus supplement, only from that portion of
amounts collected on the other mortgage loans that is otherwise distributable on
one or more classes of subordinate certificates of the related series;

     6. if and to the extent described in the related prospectus supplement, to
pay the servicer, a special servicer, the trustee or any other specified person
interest accrued on the advances described in clause (3) above made by it and
the servicing expenses described in clause (4) above incurred by it while the
advances remain outstanding and unreimbursed;

     7. to pay for costs and expenses incurred by the trust fund for
environmental site assessments performed with respect to mortgaged properties
that constitute security for defaulted mortgage loans, and for any containment,
clean-up or remediation of hazardous wastes and materials present on the
mortgaged properties, as described under "--Realization Upon Defaulted Mortgage
Loans";

     8. to reimburse the servicer, the special servicer, the depositor, or any
of their respective directors, officers, employees and agents, as the case may
be, for some expenses, costs and liabilities incurred thereby, as and to the
extent described under "--Some Matters Regarding the Servicer and the
Depositor";

     9. if and to the extent described in the related prospectus supplement, to
pay the fees of trustee;

     10. to reimburse the trustee or any of its directors, officers, employees
and agents, as the case may be, for some expenses, costs and liabilities
incurred thereby, as and to the extent described under "--Regarding the Fees,
Indemnities and Powers of the Trustee";

     11. if and to the extent described in the related prospectus supplement, to
pay the fees of any provider of credit support;

     12. if and to the extent described in the related prospectus supplement, to
reimburse prior draws on any instrument of credit support;

     13. to pay the servicer, a special servicer or the trustee, as appropriate,
interest and investment income earned in respect of amounts held in the
certificate account as additional compensation;

     14. to pay (generally from related income) for costs incurred in connection
with the operation, management and maintenance of any mortgaged property
acquired by the trust fund by foreclosure or otherwise;

     15. if one or more elections have been made to treat the trust fund or its
designated portions as a REMIC, to pay any federal, state or local taxes imposed
on the trust fund or its assets or transactions, as and to the extent described
under "Material Federal Income Tax Consequences--Federal Income Tax Consequences
for REMIC Certificates--Taxes That May Be Imposed on the REMIC Pool";

     16. to pay for the cost of an independent appraiser or other expert in real
estate matters retained to determine a fair sale price for a defaulted mortgage
loan or a property acquired with respect to a defaulted mortgage loan in
connection with the liquidation of the mortgage loan or property;


                                       46



     17. to pay for the cost of various opinions of counsel obtained pursuant to
the related pooling and servicing agreement for the benefit of
certificateholders;

     18. to make any other withdrawals permitted by the related pooling and
servicing agreement and described in the related prospectus supplement; and

     19. to clear and terminate the certificate account upon the termination of
the trust fund.

MODIFICATIONS, WAIVERS AND AMENDMENTS OF MORTGAGE LOANS

     The servicer may agree to modify, waive or amend any term of any mortgage
loan serviced by it in a manner consistent with the applicable servicing
standard set forth in the related pooling and servicing agreement. However,
unless otherwise set forth in the related prospectus supplement, the
modification, waiver or amendment will not do the following:

     o    affect the amount or timing of any scheduled payments of principal or
          interest on the mortgage loan;

     o    in the judgment of the servicer, materially impair the security for
          the mortgage loan or reduce the likelihood of timely payment of
          amounts due on that mortgage loan; and

     o    adversely affect the coverage under any applicable instrument of
          credit support.

     Unless otherwise provided in the related prospectus supplement, the
servicer also may agree to any other modification, waiver or amendment if, in
its judgment:

     o    a material default on the mortgage loan has occurred or a payment
          default is imminent;

     o    the modification, waiver or amendment is reasonably likely to produce
          a greater recovery with respect to the mortgage loan, taking into
          account the time value of money, than would liquidation; and

     o    the modification, waiver or amendment will not adversely affect the
          coverage under any applicable instrument of credit support.

REALIZATION UPON DEFAULTED MORTGAGE LOANS

     A borrower's failure to make required mortgage loan payments may mean that
operating income is insufficient to service the mortgage debt, or may reflect
the diversion of that income from the servicing of the mortgage debt. In
addition, a borrower that is unable to make mortgage loan payments may also be
unable to make timely payment of taxes and insurance premiums and to otherwise
maintain the related mortgaged property. In general, the special servicer for a
series of certificates will be required to monitor any mortgage loan in the
related trust fund that is in default, contact the borrower concerning the
default, evaluate whether the causes of the default can be corrected over a
reasonable period without significant impairment of the value of the related
mortgaged property, initiate corrective action in cooperation with the borrower
if cure is likely, inspect the related mortgaged property and take the other
actions as are consistent with the servicing standard set forth in the pooling
and servicing agreement. A significant period of time may elapse before the
special servicer is able to assess the success of any related corrective action
or the need for additional initiatives.

     The time within which the special servicer can make the initial
determination of appropriate action, evaluate the success of corrective action,
develop additional initiatives, institute foreclosure proceedings and actually
foreclose, or accept a deed to a mortgaged property in lieu of foreclosure on
your behalf may vary considerably depending on the particular mortgage loan, the
mortgaged property, the borrower, the presence of an acceptable party to assume
the mortgage loan and the laws of the jurisdiction in which the mortgaged
property is located. If a borrower files a bankruptcy petition, the special
servicer may not be permitted to accelerate the maturity of the related mortgage
loan or to foreclose on the related mortgaged property for a considerable period
of time, and the mortgage loan may be restructured in the resulting bankruptcy
proceedings. For additional information regarding the restructuring of a
mortgage loan, you should review the Section in this prospectus titled "Legal
Aspects of Mortgage Loans".


                                       47



     A pooling and servicing agreement may grant to the servicer, a special
servicer, a provider of credit support and/or the holder or holders of one or
more classes of the related series of certificates a right of first refusal to
purchase from the trust fund, at a predetermined purchase price any mortgage
loan as to which a specified number of scheduled payments are delinquent. If the
predetermined purchase price is insufficient to fully fund the entitlements of
certificateholders to principal and interest, it will be so specified in the
related prospectus supplement. In addition, unless otherwise specified in the
related prospectus supplement, the special servicer may offer to sell any
defaulted mortgage loan if and when the special servicer determines, consistent
with the applicable servicing standard, that such a sale would produce a greater
recovery, taking into account the time value of money, than would liquidation of
the related mortgaged property. Unless otherwise provided in the related
prospectus supplement, the related pooling and servicing agreement will require
that the special servicer accept the highest cash bid received from any person,
including itself, us or any affiliate of either of us or any certificateholder,
that constitutes a fair price for the defaulted mortgage loan. In the absence of
any bid determined in accordance with the related pooling and servicing
agreement to be fair, the special servicer will generally be required to proceed
against the related mortgaged property, subject to the discussion below.

     If a default on a mortgage loan has occurred or, in the special servicer's
judgment, a payment default is imminent, the special servicer, on behalf of the
trustee, may at any time do the following so long as it is consistent with the
servicing standard:

     o    institute foreclosure proceedings;

     o    exercise any power of sale contained in the related Mortgage;

     o    obtain a deed in lieu of foreclosure; or

     o    otherwise acquire title to the related mortgaged property.

     Unless otherwise specified in the related prospectus supplement, the
special servicer may not, however, acquire title to any mortgaged property, have
a receiver of rents appointed with respect to any mortgaged property or take any
other action with respect to any mortgaged property that would cause the
trustee, for the benefit of the related series of certificateholders, or any
other specified person to be considered to hold title to, to be a
mortgagee-in-possession of, or to be an owner or an operator of the mortgaged
property within the meaning of some federal environmental laws. The special
servicer may do so only if the special servicer has previously determined, based
on a report prepared by a person who regularly conducts environmental audits,
which report will be an expense of the trust fund, that:

     o    either the mortgaged property is in compliance with applicable
          environmental laws and regulations or, if not, that taking the actions
          as are necessary to bring the mortgaged property into compliance
          therewith is reasonably likely to produce a greater recovery, taking
          into account the time value of money, than not taking the actions; and

     o    there are no circumstances or conditions present at the mortgaged
          property that have resulted in any contamination for which
          investigation, testing, monitoring, containment, clean-up or
          remediation could be required under any applicable environmental laws
          and regulations or, if the circumstances or conditions are present for
          which any related action could be required, taking the actions with
          respect to the mortgaged property is reasonably likely to produce a
          greater recovery, taking into account the time value of money, than
          not taking the actions.

     For additional information regarding environmental risks associated with
mortgage loans, you should review the section in this prospectus titled "Legal
Aspects of Mortgage Loans--Environmental Risks".

     Unless otherwise provided in the related prospectus supplement, if title to
any mortgaged property is acquired by a trust fund as to which one or more REMIC
elections have been made, the special servicer, on behalf of the trust fund,
will be required to sell the mortgaged property prior to the close of the third
calendar year following the year of acquisition, unless one of the following
events occurs:

     o    the Internal Revenue Service grants an extension of time to sell the
          property or


                                       48



     o    the trustee receives an opinion of independent counsel to the effect
          that the holding of the property by the trust fund for longer than the
          period described above will not result in the imposition of a tax on
          the trust fund or cause the trust fund or any of its designated
          portions to fail to qualify as a REMIC under the Internal Revenue Code
          at any time that any certificate is outstanding.

     Subject to the foregoing, the special servicer will generally be required
to solicit bids for any mortgaged property so acquired in such a manner as will
be reasonably likely to realize a fair price for the property. The special
servicer will be required to assure that the mortgaged property is administered
so that it constitutes "foreclosure property" within the meaning of Section
860G(a)(8) of the Internal Revenue Code at all times. If the trust fund acquires
title to any mortgaged property, the special servicer, on behalf of the trust
fund, may be required to retain an independent contractor to manage and operate
that property. The retention of an independent contractor, however, will not
relieve the special servicer of its obligation to manage that mortgaged property
in a manner consistent with the servicing standard set forth in the related
pooling and servicing agreement.

     In general, the special servicer will be obligated to operate and manage
any mortgaged property acquired as REO property in a manner consistent with the
servicing standard. After the special servicer reviews the operation of that
property and consults with the trustee to determine the trustee's federal income
tax reporting position with respect to the income it is anticipated that the
trust fund would derive from that property, the special servicer could
determine, particularly in the case of REO properties that are operating
businesses, such as hotels, that it would not be consistent with the servicing
standard, to manage and operate such property in a manner that would avoid the
imposition of a tax on "net income from foreclosure property" within the meaning
of Section 857(b)(4)(B) of the Internal Revenue Code (an "REO Tax"). To the
extent that income the trust fund receives from an REO property is subject to an
REO Tax, such income would be subject to federal tax at the highest marginal
corporate tax rate, which is currently 35%. The determination as to whether
income from an REO property would be subject to an REO Tax will depend on the
specific facts and circumstances relating to the management and operation of
each REO property. Any REO Tax imposed on the trust fund's income from an REO
property would reduce the amount available for distribution to
certificateholders. Certificateholders are advised to consult their tax advisors
regarding the possible imposition of REO Taxes in connection with the operation
of commercial REO Properties by REMICs. For additional information you should
review the section in this prospectus titled "Material Federal Income Tax
Consequences."

     The limitations imposed by the related pooling and servicing agreement and,
if applicable, the REMIC provisions of the Internal Revenue Code on the
operations and ownership of any mortgaged property acquired on behalf of the
trust fund may result in the recovery of an amount less than the amount that
would otherwise be recovered. For additional information you should review the
section in this prospectus titled "Legal Aspects of Mortgage
Loans--Foreclosure."

     If recovery on a defaulted mortgage loan under any related instrument of
credit support is not available, the special servicer nevertheless will be
obligated to follow or cause to be followed such normal practices and procedures
as it deems necessary or advisable to realize upon the defaulted mortgage loan.

     If liquidation proceeds collected with respect to a defaulted mortgage loan
are less than the outstanding principal balance of the defaulted mortgage loan
plus interest accrued on that mortgage loan and the aggregate amount of
reimbursable expenses incurred by the special servicer in connection with that
mortgage loan, the trust fund will realize a loss in the amount of the
shortfall. The special servicer will be entitled to reimbursement out of the
liquidation proceeds recovered on any defaulted mortgage loan, prior to the
distribution of liquidation proceeds to you. The reimbursement amount will
represent unpaid servicing compensation in respect of the mortgage loan,
unreimbursed servicing expenses incurred with respect to the mortgage loan and
any unreimbursed advances of delinquent payments made with respect to the
mortgage loan.

     If any mortgaged property suffers damage such that the proceeds, if any, of
the related hazard insurance policy are insufficient to restore fully the
damaged property, the special servicer will not be required to expend its own
funds to effect the restoration unless, and to the extent not otherwise provided
in the related prospectus supplement, it determines:

     o    that the restoration will increase the proceeds to certificateholders
          on liquidation of the mortgage loan after reimbursement of the special
          servicer for its expenses; and


                                       49



     o    that the expenses will be recoverable by it from related insurance and
          condemnation proceeds or liquidation proceeds.

HAZARD INSURANCE POLICIES

     Unless otherwise specified in the related prospectus supplement, each
pooling and servicing agreement will require the servicer to cause each mortgage
loan borrower to maintain a hazard insurance policy that provides for the
coverage as is required under the related mortgage. Alternatively, if the
mortgage permits the holder to dictate to the borrower the insurance coverage to
be maintained on the related mortgaged property, the hazard insurance policy
coverage should be consistent with the requirements of the servicing standard.
Unless otherwise specified in the related prospectus supplement, the hazard
insurance policy coverage generally will be in an amount equal to the lesser of
the principal balance owing on the mortgage loan and the replacement cost of the
related mortgaged property. The ability of the servicer to assure that hazard
insurance proceeds are appropriately applied may depend upon its being named as
an additional insured under any hazard insurance policy and under any other
insurance policy referred to below, or upon the extent to which information
concerning covered losses is furnished by borrowers. All amounts collected by
the servicer under any policy will be deposited in the related certificate
account. Amounts to be applied to the restoration or repair of the mortgaged
property or released to the borrower in accordance with the servicer's normal
servicing procedures and/or to the terms and conditions of the related mortgage
and mortgage note will be otherwise distributed. The pooling and servicing
agreement may provide that the servicer may satisfy its obligation to cause each
borrower to maintain a hazard insurance policy by maintaining a blanket policy
insuring against hazard losses on all of the mortgage loans in a trust fund. If
a blanket policy contains a deductible clause, the servicer will be required, in
the event of a casualty covered by that blanket policy, to deposit in the
related certificate account all sums that would have been deposited in that
certificate account but for the deductible clause.

     In general, the standard form of fire and extended coverage policy covers
physical damage to or destruction of the improvements of the property by fire,
lightning, explosion, smoke, windstorm and hail, and riot, strike and civil
commotion, subject to the conditions and exclusions specified in each policy.
The policies covering the mortgaged properties will be underwritten by different
insurers under different state laws in accordance with different applicable
state forms, and therefore will not contain identical terms and conditions.
Nevertheless, most of the policies typically do not cover any physical damage
resulting from war, revolution, governmental actions, floods and other
water-related causes, earth movement (including earthquakes, landslides and
mudflows), wet or dry rot, vermin, domestic animals and some other kinds of
risks. Accordingly, a mortgaged property may not be insured for losses arising
from any such cause unless the related mortgage specifically requires, or
permits its holder to require, that type of coverage.

     The hazard insurance policies covering the mortgaged properties will
typically contain co-insurance clauses that in effect require an insured at all
times to carry insurance of a specified percentage, generally 80% to 90%, of the
full replacement value of the improvements on the property in order to recover
the full amount of any partial loss. If the insured's coverage falls below this
specified percentage, the clauses generally provide that the insurer's liability
in the event of partial loss does not exceed the lesser of:

     o    the replacement cost of the improvements less physical depreciation;
          and

     o    the proportion of the loss as the amount of insurance carried bears to
          the specified percentage of the full replacement cost of the
          improvements.

DUE-ON-SALE AND DUE-ON-ENCUMBRANCE PROVISIONS

     Some of the mortgage loans may contain a due-on-sale clause that entitles
the lender to accelerate payment of the mortgage loan upon any sale or other
transfer of the related mortgaged property made without the lender's consent.
Some of the mortgage loans may also contain a due-on-encumbrance clause that
entitles the lender to accelerate the maturity of the mortgage loan upon the
creation of any other lien or encumbrance upon the mortgaged property. Unless
otherwise provided in the related prospectus supplement, the servicer will
determine whether to exercise any right the trustee may have under any related
provision in a manner consistent with the servicing standard set forth in the
related pooling and servicing agreement. Unless otherwise specified in the
related


                                       50



prospectus supplement, the servicer will be entitled to retain as additional
servicing compensation any fee collected in connection with the permitted
transfer of a mortgaged property.

     For additional information regarding due-on-sale and due-on-encumbrance
clauses relating to mortgage loans, you should review the section in this
prospectus titled "Legal Aspects of Mortgage Loans--Due-on-Sale and
Due-on-Encumbrance".

SERVICING COMPENSATION AND PAYMENT OF EXPENSES

     Unless otherwise specified in the related prospectus supplement, the
servicer's primary servicing compensation with respect to a series of
certificates will come from the periodic payment to it of a specified portion of
the interest payments on each mortgage loan in the related trust fund. Any
special servicer's compensation with respect to a series of certificates will
come from payments or other collections on or with respect to specially serviced
mortgage loans and REO properties. Because compensation is generally based on a
percentage of the principal balance of each mortgage loan outstanding from time
to time, it will decrease in accordance with the amortization of the mortgage
loans. The prospectus supplement with respect to a series of certificates may
provide that, as additional compensation, the servicer may retain all or a
portion of late payment charges, prepayment premiums, modification fees and
other fees collected from borrowers and any interest or other income that may be
earned on funds held in the certificate account. Any sub-servicer will receive a
portion of the servicer's compensation as its sub-servicing compensation.

     In addition to amounts payable to any sub-servicer, the servicer may be
required, to the extent provided in the related prospectus supplement, to pay
from amounts that represent its servicing compensation some expenses incurred in
connection with the administration of the related trust fund. Those expenses may
include, without limitation, payment of the fees and disbursements of
independent accountants and payment of expenses incurred in connection with
distributions and reports to certificateholders. Some other expenses, including
some expenses related to mortgage loan defaults and liquidations and, to the
extent so provided in the related prospectus supplement, interest on those
expenses at the rate specified in the related prospectus supplement, and the
fees of any special servicer, may be required to be borne by the trust fund.

     If and to the extent provided in the related prospectus supplement, the
servicer may be required to apply a portion of the servicing compensation
otherwise payable to it in respect of any period to prepayment interest
shortfalls. For further information regarding prepayment interest shortfalls,
you should review the section in the prospectus titled "Yield and Maturity
Considerations--Shortfalls in Collections of Interest as a Result of Prepayments
of Mortgage Loans".

EVIDENCE AS TO COMPLIANCE

     The related prospectus supplement will identify each party that will be
required to deliver annually to the trustee, master servicer or us, as
applicable, on or before the date specified in the applicable pooling and
servicing agreement, an officer's certificate stating that (i) a review of that
party's servicing activities during the preceding calendar year and of
performance under the pooling and servicing agreement has been made under the
supervision of the officer, and (ii) to the best of the officer's knowledge,
based on the review, such party has fulfilled all its obligations under the
pooling and servicing agreement throughout the year, or, if there has been a
failure to fulfull any such obligation, specifying such failure known to the
officer and the nature and status of the failure.

     In addition, each party that participates in the servicing and
administration of more than 5% of the mortgage loans and other assets comprising
a trust for any series will be required to deliver annually to us and/or the
trustee, a report (an "Assessment of Compliance") that assesses compliance by
that party with the servicing criteria set forth in Item 1122(d) of Regulation
AB (17 CFR 229.1122) that contains the following:

     (a)  a statement of the party's responsibility for assessing compliance
          with the servicing criteria applicable to it;

     (b)  a statement that the party used the criteria in Item 1122(d) of
          Regulation AB to assess compliance with the applicable servicing
          criteria;


                                       51



     (c)  the party's assessment of compliance with the applicable servicing
          criteria during and as of the end of the prior calendar year, setting
          forth any material instance of noncompliance identified by the party;
          and

     (d)  a statement that a registered public accounting firm has issued an
          attestation report on the party's assessment of compliance with the
          applicable servicing criteria during and as of the end of the prior
          calendar year.

     Each party that is required to deliver an Assessment of Compliance will
also be required to simultaneously deliver a report (an "Attestation Report") of
a registered public accounting firm, prepared in accordance with the standards
for attestation engagements issued or adopted by the Public Company Accounting
Oversight Board, that expresses an opinion, or states that an opinion cannot be
expressed, concerning the party's assessment of compliance with the applicable
servicing criteria.

SOME MATTERS REGARDING THE SERVICER AND THE DEPOSITOR

     The entity serving as servicer under a pooling and servicing agreement may
be our affiliate and may have other normal business relationships with us or our
affiliates. Unless otherwise specified in the prospectus supplement for a series
of certificates, the related pooling and servicing agreement will permit the
servicer to resign from its obligations only upon the following conditions:

     o    the appointment of, and the acceptance of the appointment by, a
          successor to it and receipt by the trustee of written confirmation
          from each applicable rating agency that the resignation and
          appointment will not have an adverse effect on the rating assigned by
          the rating agency to any class of certificates of the series; or

     o    a determination that the servicer's obligations are no longer
          permissible under applicable law or are in material conflict by reason
          of applicable law with any other activities carried on by it.

     No resignation by the servicer will become effective until the trustee or a
successor servicer has assumed the servicer's obligations and duties under the
pooling and servicing agreement. Unless otherwise specified in the related
prospectus supplement, the servicer for each trust fund will be required to
maintain a fidelity bond and errors and omissions policy or their equivalent
that provides coverage against losses that may be sustained as a result of an
officer's or employee's misappropriation of funds or errors and omissions,
subject to some limitations as to amount of coverage, deductible amounts,
conditions, exclusions and exceptions permitted by the related pooling and
servicing agreement.

     Unless otherwise specified in the related prospectus supplement, each
pooling and servicing agreement will further provide that none of the servicer,
any special servicer, the depositor or any director, officer, employee or agent
of any of them will be under any liability to the related trust fund or
certificateholders for any action taken, or not taken, in good faith pursuant to
the pooling and servicing agreement or for errors in judgment. However, none of
the servicer, us or any other person will be protected against any of the
following:

     o    breach of a representation, warranty or covenant made in the pooling
          and servicing agreement;

     o    any expense or liability that that person is specifically required to
          bear pursuant to the terms of the pooling and servicing agreement; and

     o    any liability that would otherwise be imposed by reason of willful
          misfeasance, bad faith or gross negligence in the performance of
          obligations or duties or by reason of reckless disregard of the
          obligations and duties.

     Unless otherwise specified in the related prospectus supplement, each
pooling and servicing agreement will further provide that the servicer, the
depositor and any director, officer, employee or agent of either of them will be
entitled to indemnification by the related trust fund against any loss,
liability or expense incurred in connection with any legal action that relates
to the pooling and servicing agreement or the related series of certificates.
However, indemnification will not extend to any loss, liability or expense:


                                       52



     o    that the person is specifically required to bear pursuant to the terms
          of the agreement, or is incidental to the performance of obligations
          and duties thereunder and is not otherwise reimbursable pursuant to
          the pooling and servicing agreement;

     o    those that are incurred in connection with any breach of a
          representation, warranty or covenant made in the pooling and servicing
          agreement;

     o    that are incurred by reason of misfeasance, bad faith or gross
          negligence in the performance of obligations or duties under the
          pooling and servicing agreement, or by reason of reckless disregard of
          the obligations or duties; or

     o    that are incurred in connection with any violation of any state or
          federal securities law.

     In addition, each pooling and servicing agreement will provide that neither
the servicer nor the depositor will be under any obligation to appear in,
prosecute or defend any legal action that is not incidental to its respective
responsibilities under the pooling and servicing agreement and that in its
opinion may involve it in any expense or liability. However, each of the
servicer and the depositor will be permitted, in the exercise of its discretion,
to undertake any action that it may deem necessary or desirable with respect to
the enforcement and/or protection of the rights and duties of the parties to the
pooling and servicing agreement and the interests of the related series of
certificateholders. In that event, the legal expenses and costs of the action,
and any liability resulting therefrom, will be expenses, costs and liabilities
of the related series of certificateholders, and the servicer or the depositor,
as the case may be, will be entitled to charge the related certificate account
for those expenses, costs and liabilities.

     Any person into which the servicer or the depositor may be merged or
consolidated, or any person resulting from any merger or consolidation to which
the servicer or the depositor is a party, or any person succeeding to the
business of the servicer or the depositor, will be the successor of the servicer
or the depositor, as the case may be, under the related pooling and servicing
agreement.

EVENTS OF DEFAULT

     Unless otherwise provided in the prospectus supplement for a series of
certificates, events of default under the related pooling and servicing
agreement will include the following:

     o    any failure by the servicer to distribute or cause to be distributed
          to the certificateholders of that series, or to remit to the trustee
          for distribution to those certificateholders, any amount required to
          be so distributed or remitted, which failure continues unremedied for
          five days after written notice has been given to the servicer by the
          trustee or the depositor, or to the servicer, the depositor and the
          trustee by certificateholders entitled to not less than 25%, or the
          other percentage specified in the related prospectus supplement, of
          the voting rights for that series;

     o    any failure by the servicer duly to observe or perform in any material
          respect any of its other covenants or obligations under the related
          pooling and servicing agreement, which failure continues unremedied
          for sixty days after written notice of the failure has been given to
          the servicer by the trustee or the depositor, or to the servicer, the
          depositor and the trustee by certificateholders entitled to not less
          than 25%, or the other percentage specified in the related prospectus
          supplement, of the voting rights for that series; and

     o    some events of insolvency, readjustment of debt, marshalling of assets
          and liabilities, or similar proceedings in respect of or relating to
          the servicer and some actions by or on behalf of the servicer
          indicating its insolvency or inability to pay its obligations.

     Material variations to the foregoing events of default, other than to add
to it or shorten cure periods or eliminate notice requirements, will be
specified in the related prospectus supplement.

RIGHTS UPON EVENT OF DEFAULT

     If an Event of Default occurs with respect to the servicer under a pooling
and servicing agreement and remains unremedied, the depositor or the trustee
will be authorized, and at the direction of certificateholders of the related


                                       53



series entitled to not less than 51%, or the other percentage specified in the
related prospectus supplement, of the voting rights for the series, the trustee
will be required, to terminate all of the rights and obligations of the servicer
under the pooling and servicing agreement. Upon termination of the servicer's
rights and obligations, the trustee will succeed to all of the responsibilities,
duties and liabilities of the servicer under the pooling and servicing agreement
and will be entitled to similar compensation arrangements. However, if the
servicer is required to make advances under the pooling and servicing agreement
regarding delinquent mortgage loans, but the trustee is prohibited by law from
obligating itself to do so, or if the related prospectus supplement so
specifies, the trustee will not be obligated to make the advances. Unless
otherwise specified in the related prospectus supplement, if the trustee is
unwilling or unable so to act, it may, or, at the written request of
certificateholders of the related series entitled to not less than 51%, or the
other percentage specified in the related prospectus supplement, of the voting
rights for the series, it will be required to, appoint, or petition a court of
competent jurisdiction to appoint, a loan servicing institution that, unless
otherwise provided in the related prospectus supplement, is acceptable to each
applicable rating agency to act as successor to the servicer under the pooling
and servicing agreement. Pending appointment of a successor, the trustee will be
obligated to continue to act in that capacity.

     You will not have the right under any pooling and servicing agreement to
institute any proceeding with respect to the pooling and servicing agreement.
You may do so only if the following conditions have been met:

     o    you previously have given to the trustee written notice of default and
          other certificateholders of the same series entitled to not less than
          25%, or the other percentage specified in the related prospectus
          supplement, of the voting rights for the series shall have made
          written request upon the trustee to institute the proceeding in its
          own name as trustee;

     o    you shall have offered to the trustee reasonable indemnity; and

     o    the trustee for sixty days, or the other period specified in the
          related prospectus supplement, shall have neglected or refused to
          institute any related proceeding.

     The trustee, however, will be under no obligation to exercise any of the
trusts or powers vested in it by the related pooling and servicing agreement or
to make any investigation of matters arising thereunder or to institute, conduct
or defend any litigation thereunder or in relation to it at the request, order
or direction of any of the holders of certificates of the related series, unless
the certificateholders have offered to the trustee reasonable security or
indemnity against the costs, expenses and liabilities which may be incurred
therein or thereby.

AMENDMENT

     Each pooling and servicing agreement may be amended by the respective
parties to it, without your consent, to do the following:

     o    to cure any ambiguity;

     o    to correct a defective provision therein or to correct, modify or
          supplement any provision in the pooling and servicing agreement that
          may be inconsistent with any other provision in the pooling and
          servicing agreement;

     o    to add any other provisions with respect to matters or questions
          arising under the pooling and servicing agreement that are not
          inconsistent with its provisions;

     o    to comply with any requirements imposed by the Internal Revenue Code;
          or

     o    for any other purpose; provided that the amendment, other than an
          amendment for the specific purpose referred to in clause 4 above, may
          not, as evidenced by an opinion of counsel to the effect satisfactory
          to the trustee, adversely affect in any material respect your
          interests; and provided further that the amendment, other than an
          amendment for one of the specific purposes referred to in clauses 1
          through 4 above, must be acceptable to each applicable rating agency.


                                       54



     Unless otherwise specified in the related prospectus supplement, each
pooling and servicing agreement may also be amended by the respective parties to
the pooling and servicing agreement, with the consent of the holders of the
related series of certificates entitled to not less than 51%, or another
percentage specified in the related prospectus supplement, of the voting rights
for that series allocated to the affected classes, for any purpose. However,
unless otherwise specified in the related prospectus supplement, no amendment
may:

     o    reduce in any manner the amount of, or delay the timing of, payments
          received or advanced on mortgage loans that are required to be
          distributed in respect of any Certificate without the consent of the
          holder of that certificate;

     o    adversely affect in any material respect the interests of the holders
          of any class of certificates, in a manner other than as described in
          the immediately preceding clause, without the consent of the holders
          of all certificates of that class; or

     o    modify the provisions of the pooling and servicing agreement described
          in this paragraph without the consent of the holders of all
          certificates of the related series.

     However, unless otherwise specified in the related prospectus supplement,
the trustee will be prohibited from consenting to any amendment of a pooling and
servicing agreement pursuant to which one or more REMIC elections are to be or
have been made unless the trustee shall first have received an opinion of
counsel to the effect that the amendment will not result in the imposition of a
tax on the related trust fund or cause the related trust fund, or any of its
designated portions, to fail to qualify as a REMIC at any time that the related
certificates are outstanding.

LIST OF CERTIFICATEHOLDERS

     Unless otherwise specified in the related prospectus supplement, upon
written request of three or more certificateholders of record made for purposes
of communicating with other holders of certificates of the same series with
respect to their rights under the related pooling and servicing agreement, the
trustee or other specified person will afford the certificateholders access
during normal business hours to the most recent list of certificateholders of
that series held by the person. If the list is of a date more than 90 days prior
to the date of receipt of the certificateholders' request, then the person, if
not the registrar for that series of certificates, will be required to request
from the registrar a current list and to afford the requesting
certificateholders access to it promptly upon receipt.

CERTAIN LIMITATIONS ON THE RIGHTS OF CERTIFICATEHOLDERS

     Except as otherwise specified in the prospectus supplement for a series, no
certificateholders of a series will have the right under the related pooling and
servicing agreement to institute any proceeding with respect to that agreement
unless:

     o    that holder previously has given to the trustee written notice of
          default;

     o    except in the case of a default by the trustee, certificateholders
          entitled to not less than 25% of the voting rights for that series
          have made written request upon the trustee to institute that
          proceeding in its own name as trustee under the related pooling and
          servicing agreement and have offered to the trustee reasonable
          indemnity; and

     o    the trustee for 60 days has neglected or refused to institute any such
          proceeding.

     No trustee, however, will be under any obligations to exercise any of the
trusts or powers vested in it by a pooling and servicing agreement or to make
any investigation of matters arising under that agreement or to institute,
conduct or defend any litigation under or in relation to that agreement at the
request, order or direction of any of the certificateholders for the related
series, unless in the trustee's opinion, those certificateholders have offered
to the trustee reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred by the trustee as a result.


                                       55



THE TRUSTEE

     The trustee under each pooling and servicing agreement will be named in the
related prospectus supplement. The commercial bank, national banking
association, banking corporation or trust company that serves as trustee may
have typical banking and/or trustee relationships with us or our affiliates and
with any servicer or special servicer and its affiliates. If and to the extent
specified under the related pooling and servicing agreement, some functions of
the trustee may be performed by a fiscal agent under some circumstances.

ELIGIBILITY OF THE TRUSTEE

     Unless otherwise specified in the related prospectus supplement, the
trustee under each pooling and servicing agreement each must at all times be a
corporation, bank, trust company or association that:

     o    is organized and doing business under the laws of the U.S. or any
          state of the U.S. or the District of Columbia;

     o    has a combined capital and surplus of at least $50,000,000; and

     o    is subject to supervision or examination by federal or state
          authority.

If that corporation, bank, trust company or association publishes reports of
condition at least annually, in accordance with applicable law or the
requirements of the supervising or examining authority, then the combined
capital and surplus of that corporation, bank, trust company or association will
be deemed to be its combined capital and surplus as described in its most recent
published report of condition.

     The trustee for each series and any of its respective affiliates may hold
certificates of the related series in their own names. In addition, for purposes
of meeting the legal requirements of some local jurisdictions, each trustee will
have the power to appoint a co-trustee or separate trustee of all or any part of
the assets of the trust fund. All rights, powers, duties and obligations
conferred or imposed upon the trustee for a series will be conferred or imposed
upon that trustee and the separate trustee or co-trustee jointly or, in any
jurisdiction in which that trustee shall be incompetent or unqualified to
perform some acts, singly upon the separate trustee or co-trustee, who will
exercise and perform its rights, powers, duties and obligations solely at the
direction of that trustee.

DUTIES OF THE TRUSTEE

     The trustee for each series of certificates will make no representation as
to the validity or sufficiency of the related pooling and servicing agreement,
the certificates or any underlying mortgage loan or related document. The
trustee will not be accountable for the use or application by or on behalf of
the servicer for that series of any funds paid to the servicer or any special
servicer in respect of the certificates or the underlying mortgage loans, or any
funds deposited into or withdrawn from the certificate account or any other
account for that series by or on behalf of the servicer or any special servicer.
If no event of default has occurred and is continuing, the trustee for each
series of certificates will be required to perform only those duties
specifically required under the related pooling and servicing agreement.
However, upon receipt of any of the various certificates, reports or other
instruments required to be furnished to it pursuant to the related pooling and
servicing agreement, a trustee will be required to examine those documents and
to determine whether they conform to the requirements of the pooling and
servicing agreement.

REGARDING THE FEES, INDEMNITIES AND POWERS OF THE TRUSTEE

     As and to the extent described in the related prospectus supplement, the
fees and normal disbursements of any trustee may be the expense of the related
servicer or other specified person or may be required to be borne by the related
trust fund.

     Unless otherwise specified in the related prospectus supplement, the
trustee for each series of certificates will be entitled to indemnification,
from amounts held in the certificate account for that series. The trustee may be
indemnified for any loss, liability or expense incurred by the trustee in
connection with the trustee's acceptance or


                                       56



administration of its trusts under the related pooling and servicing agreement.
However, the indemnification will not extend to any loss, liability or expense
that:

     o    constitutes a specific liability imposed on the trustee pursuant to
          the related pooling and servicing agreement,

     o    constitutes loss, liability or expense incurred by reason of willful
          misfeasance, bad faith or gross negligence on the part of the trustee
          in the performance of its obligations and duties or by reason of its
          reckless disregard of its obligations or duties; or

     o    may arise from a breach of any representation, warranty or covenant of
          the trustee made in the pooling and servicing agreement.

     Unless otherwise specified in the related prospectus supplement, the
trustee for each series of certificates will be entitled to execute any of its
trusts or powers under the related pooling and servicing agreement or perform
any of its duties either directly or by or through agents or attorneys. The
trustee will not be responsible for any willful misconduct or gross negligence
on the part of any other agent or attorney appointed by it with due care.

RESIGNATION AND REMOVAL OF THE TRUSTEE

     A trustee will be permitted at any time to resign from its obligations and
duties under the related pooling and servicing agreement by giving written
notice to us. Upon receiving a notice of resignation, we, or any other person as
may be specified in the related prospectus supplement, will be required to use
our best efforts to promptly appoint a successor trustee. If no successor
trustee shall have accepted an appointment within a specified period after the
giving of the notice of resignation, the resigning trustee may petition any
court of competent jurisdiction to appoint a successor trustee.

     If at any time a trustee ceases to be eligible to continue as the trustee
under the related pooling and servicing agreement, or if at any time the trustee
becomes incapable of acting, or if some events of, or proceedings in respect of,
bankruptcy or insolvency occur with respect to the trustee, we will be
authorized to remove the trustee and appoint a successor trustee. In addition,
holders of the certificates of any series entitled to at least 51%, or the other
percentage specified in the related prospectus supplement, of the voting rights
for the series may at any time, with cause, or if so specified in the related
prospectus supplement, without cause, remove the trustee under the related
pooling and servicing agreement and appoint a successor trustee.

     Any resignation or removal of a trustee and appointment of a successor
trustee will not become effective until acceptance of appointment by the
successor trustee.

                          DESCRIPTION OF CREDIT SUPPORT

GENERAL

     Credit support may be provided with respect to one or more classes of the
certificates of any series, or with respect to the related mortgage loans or
mortgage backed securities backing the certificates. Credit support may be in
the form of letters of credit, overcollateralization, the subordination of one
or more classes of certificates, insurance policies, surety bonds, guarantees or
reserve funds, or any combination of the foregoing. If so provided in the
related prospectus supplement, any instrument of credit support may provide
credit enhancement for more than one series of certificates to the extent
described in that instrument.

     Unless otherwise provided in the related prospectus supplement for a series
of certificates, the credit support will not provide protection against all
risks of loss and will not guarantee payment to you of all amounts to which you
are entitled under the related pooling and servicing agreement. If losses or
shortfalls occur that exceed the amount covered by the related credit support or
that are not covered by the credit support, you will bear the share of
deficiencies allocable to your certificates. Moreover, if an instrument of
credit support covers more than one series of certificates, holders of
certificates of one series will be subject to the risk that that credit support
will be exhausted


                                       57



by the claims of the holders of certificates of one or more other series before
they receive their intended share of the credit support coverage.

     If credit support is provided with respect to one or more classes of
certificates of a series, or with respect to the related mortgage loans or
mortgage backed securities backing the certificates, the related prospectus
supplement will include a description of the following:

     o    the nature and amount of coverage under the credit support;

     o    any conditions to payment thereunder not otherwise described in this
          prospectus;

     o    the conditions, if any, under which the amount of coverage under the
          credit support may be reduced and under which the credit support may
          be terminated or replaced; and

     o    the material provisions relating to the credit support.

Additionally, the related prospectus supplement will set forth some information
with respect to the obligor under any instrument of credit support, including
the following:

     o    a brief description of its principal business activities;

     o    its principal place of business, place of incorporation and the
          jurisdiction under which it is chartered or licensed to do business;

     o    if applicable, the identity of regulatory agencies that exercise
          primary jurisdiction over the conduct of its business; and

     o    its total assets, and its stockholders' equity or policyholders'
          surplus, if applicable, as of a date that will be specified in the
          prospectus supplement.

SUBORDINATE CERTIFICATES

     If so specified in the related prospectus supplement, one or more classes
of certificates of a series may be subordinate certificates. To the extent
specified in the related prospectus supplement, the rights of the holders of
subordinate certificates to receive distributions from the certificate account
on any distribution date will be subordinated to the corresponding rights of the
holders of senior certificates. If so provided in the related prospectus
supplement, the subordination of a class may apply only in the event of, or may
be limited to, some types of losses or shortfalls. The related prospectus
supplement will set forth information concerning the method and amount of
subordination provided by a class or classes of subordinate certificates in a
series and the circumstances under which the subordination will be available.

CROSS-SUPPORT PROVISIONS

     If the mortgage loans or mortgage backed securities in any trust fund are
divided into separate groups, each supporting a separate class or classes of
certificates of the related series, credit support may be provided by
cross-support provisions requiring that distributions be made on senior
certificates evidencing interests in one group of mortgage loans or mortgage
backed securities prior to distributions on subordinate certificates evidencing
interests in a different group of mortgage loans or mortgage backed securities
within the trust fund. The prospectus supplement for a series that includes a
cross-support provision will describe the manner and conditions for applying the
provisions.

INSURANCE OR GUARANTEES WITH RESPECT TO MORTGAGE LOANS

     If so provided in the prospectus supplement for a series of certificates,
mortgage loans included in the related trust fund will be covered for some
default risks by insurance policies or guarantees. To the extent deemed by us to
be material, a copy of each instrument will accompany the Current Report on Form
8-K to be filed with the SEC within 15 days of issuance of the certificates of
the related series.


                                       58



LETTER OF CREDIT

     If so provided in the prospectus supplement for a series of certificates,
deficiencies in amounts otherwise payable on those certificates or some classes
of those certificates will be covered by one or more letters of credit, issued
by a bank or financial institution specified in the prospectus supplement. Under
a letter of credit, the issuing bank will be obligated to honor draws in an
aggregate fixed dollar amount, net of unreimbursed payments, generally equal to
a percentage specified in the related prospectus supplement of the aggregate
principal balance of the mortgage assets on the related cut-off date or of the
initial aggregate certificate balance of one or more classes of certificates. If
so specified in the related prospectus supplement, the letter of credit may
permit draws only in the event of some types of losses and shortfalls. The
amount available under the letter of credit will, in all cases, be reduced to
the extent of the unreimbursed payments thereunder and may otherwise be reduced
as described in the related prospectus supplement. The obligations of the
issuing bank under the letter of credit for each series of certificates will
expire at the earlier of the date specified in the related prospectus supplement
or the termination of the trust fund. A copy of any related letter of credit
will accompany the Current Report on Form 8-K to be filed with the SEC within 15
days of issuance of the certificates of the related series.

CERTIFICATE INSURANCE AND SURETY BONDS

     If so provided in the prospectus supplement for a series of certificates,
deficiencies in amounts otherwise payable on those certificates or some classes
of those certificates will be covered by insurance policies and/or surety bonds
provided by one or more insurance companies or sureties. The instruments may
cover, with respect to one or more classes of certificates of the related
series, timely distributions of interest and/or full distributions of principal
on the basis of a schedule of principal distributions set forth in or determined
in the manner specified in the related prospectus supplement. The related
prospectus supplement will describe any limitations on the draws that may be
made under any insurance policies and/or surety bonds. A copy of any insurance
policy or surety bond will accompany the Current Report on Form 8-K to be filed
with the SEC within 15 days of issuance of the certificates of the related
series.

RESERVE FUNDS

     If so provided in the prospectus supplement for a series of certificates,
deficiencies in amounts otherwise payable on the certificates or some classes of
those certificates will be covered, to the extent of available funds, by one or
more reserve funds. Cash, a letter of credit, permitted investments, a demand
note or a combination of the following will be deposited into the reserve funds,
in the amounts specified in the prospectus supplement. If so specified in the
related prospectus supplement, the reserve fund for a series may also be funded
over time by a specified amount of the collections received on the related
mortgage assets.

     Amounts on deposit in any reserve fund for a series, together with the
reinvestment income thereon, if any, will be applied for the purposes, in the
manner, and to the extent specified in the related prospectus supplement. If so
specified in the related prospectus supplement, reserve funds may be established
to provide protection only against some types of losses and shortfalls.
Following each distribution date, amounts in a reserve fund in excess of any
amount required to be maintained therein may be released from the reserve fund
under the conditions and to the extent specified in the related prospectus
supplement.

     If so specified in the related prospectus supplement, amounts deposited in
any reserve fund will be invested in permitted investments. Unless otherwise
specified in the related prospectus supplement, any reinvestment income or other
gain from the investments will be credited to the related reserve fund for the
series, and any loss resulting from the investments will be charged to that
reserve fund. However, any reinvestment income or gain from investments may be
payable to any related servicer or another service provider as additional
compensation for its services. The reserve fund, if any, for a series will not
be a part of the trust fund unless otherwise specified in the related prospectus
supplement.

CREDIT SUPPORT WITH RESPECT TO MBS

     If so provided in the prospectus supplement for a series of certificates,
any MBS included in the related trust fund and/or the related underlying
mortgage loans may be covered by one or more of the types of credit support


                                       59



described in this prospectus. The related prospectus supplement will specify, as
to each credit support instrument, the information indicated above, to the
extent the information is material and available.

                         LEGAL ASPECTS OF MORTGAGE LOANS

     The following discussion contains general summaries of some legal aspects
of loans secured by commercial and multifamily residential properties. Because
the legal aspects are governed by applicable state law, which laws may differ
substantially, the summaries do not purport to be complete, to reflect the laws
of any particular state, or to encompass the laws of all states in which the
security for the mortgage loans, or mortgage loans underlying any MBS, is
situated. Accordingly, the summaries are qualified in their entirety by
reference to the applicable laws of those states.

     For additional information regarding legal aspects of mortgage loans, you
should review the section in this prospectus titled "Description of the Trust
Funds--Mortgage Loans". For purposes of the following discussion, the term
mortgage loan includes a mortgage loan underlying an MBS.

GENERAL

     Each mortgage loan will be evidenced by a note or bond and secured by an
instrument granting a security interest in real property, which may be a
mortgage, deed of trust or a deed to secure debt, depending upon the prevailing
practice and law in the state in which the related mortgaged property is
located. Mortgages, deeds of trust and deeds to secure debt are herein
collectively referred to as mortgages. A mortgage creates a lien upon, or grants
a title interest in, the real property covered thereby, and represents the
security for the repayment of the indebtedness customarily evidenced by a
promissory note. The priority of the lien created or interest granted will
depend on the terms of the mortgage and, in some cases, on the terms of separate
subordination agreements or intercreditor agreements with others that hold
interests in the real property, the knowledge of the parties to the mortgage
and, generally, the order of recordation of the mortgage in the appropriate
public recording office. However, the lien of a recorded mortgage will generally
be subordinate to later-arising liens for real estate taxes and assessments and
other charges imposed under governmental police powers.

TYPES OF MORTGAGE INSTRUMENTS

     There are two parties to a mortgage: a mortgagor, the borrower and usually
the owner of the subject property, and a mortgagee, the lender. In contrast, a
deed of trust is a three-party instrument, among a trustor, the equivalent of a
borrower, a trustee to whom the real property is conveyed, and a beneficiary,
the lender, for whose benefit the conveyance is made. Under a deed of trust, the
trustor grants the property, irrevocably until the debt is paid, in trust and
generally with a power of sale, to the trustee to secure repayment of the
indebtedness evidenced by the related note. A deed to secure debt typically has
two parties. The grantor, the borrower, conveys title to the real property to
the grantee, the lender, generally with a power of sale, until the time as the
debt is repaid. In a case where the borrower is a land trust, there would be an
additional party because legal title to the property is held by a land trustee
under a land trust agreement for the benefit of the borrower. At origination of
a mortgage loan involving a land trust, the borrower executes a separate
undertaking to make payments on the related note. The mortgagee's authority
under a mortgage, the trustee's authority under a deed of trust and the
grantee's authority under a deed to secure debt are governed by the express
provisions of the related instrument, the law of the state in which the real
property is located, some federal laws, including, without limitation, the
Servicemembers Civil Relief Act, as amended, and, in some deed of trust
transactions, the directions of the beneficiary.

LEASES AND RENTS

     Mortgages that encumber income-producing property often contain an
assignment of rents and leases, pursuant to which the borrower assigns to the
lender the borrower's right, title and interest as landlord under each lease and
the income derived therefrom, while, unless rents are to be paid directly to the
lender, retaining a revocable license to collect the rents for so long as there
is no default. If the borrower defaults, the license terminates and the lender
is entitled to collect the rents. Local law may require that the lender take
possession of the property and/or obtain a court-appointed receiver before
becoming entitled to collect the rents.


                                       60



     In most states, hotel and motel room revenues are considered accounts
receivable under the UCC; in cases where hotels or motels constitute loan
security, the revenues are generally pledged by the borrower as additional
security for the loan. In general, the lender must file financing statements in
order to perfect its security interest in the revenues and must file
continuation statements, generally every five years, to maintain perfection of
its security interest. Even if the lender's security interest in room revenues
is perfected under the UCC, it may be required to commence a foreclosure action
or otherwise take possession of the property in order to collect the room
revenues following a default.

     For additional information regarding foreclosure action with respect to
revenue from income-producing properties, you should also review the section in
the prospectus titled "--Bankruptcy Laws".

PERSONAL PROPERTY

     In the case of some types of mortgaged properties, such as hotels, motels
and nursing homes, personal property, to the extent owned by the borrower and
not previously pledged, may constitute a significant portion of the property's
value as security. The creation and enforcement of liens on personal property
are governed by the UCC. Accordingly, if a borrower pledges personal property as
security for a mortgage loan, the lender generally must file UCC financing
statements in order to perfect its security interest therein, and must file
continuation statements, generally every five years, to maintain that
perfection.

FORECLOSURE

     General. Foreclosure is a legal procedure that allows the lender to recover
its mortgage debt by enforcing its rights and available legal remedies under the
mortgage. If the borrower defaults in payment or performance of its obligations
under the note or mortgage, the lender has the right to institute foreclosure
proceedings to sell the real property at public auction to satisfy the
indebtedness.

     Foreclosure Procedures Vary from State to State. Two primary methods of
foreclosing a mortgage are judicial foreclosure, involving court proceedings,
and non-judicial foreclosure pursuant to a power of sale granted in the mortgage
instrument. Other foreclosure procedures are available in some states, but they
are either infrequently used or available only in limited circumstances.

     A foreclosure action is subject to most of the delays and expenses of other
lawsuits if defenses are raised or counterclaims are interposed, and sometimes
requires several years to complete. Moreover, as discussed below, even a
non-collusive, regularly conducted foreclosure sale may be challenged as a
fraudulent conveyance, regardless of the parties' intent, if a court determines
that the sale was for less than fair consideration and the sale occurred while
the borrower was insolvent and within a specified period prior to the borrower's
filing for bankruptcy protection.

     Judicial Foreclosure. A judicial foreclosure proceeding is conducted in a
court having jurisdiction over the mortgaged property. Generally, the action is
initiated by the service of legal pleadings upon all parties having a
subordinate interest of record in the real property and all parties in
possession of the property, under leases or otherwise, whose interests are
subordinate to the mortgage. Delays in completion of the foreclosure may
occasionally result from difficulties in locating defendants. When the lender's
right to foreclose is contested, the legal proceedings can be time-consuming.
Upon successful completion of a judicial foreclosure proceeding, the court
generally issues a judgment of foreclosure and appoints a referee or other
officer to conduct a public sale of the mortgaged property, the proceeds of
which are used to satisfy the judgment. Public sales of mortgaged property are
made in accordance with procedures that vary from state to state.

     Equitable Limitations on Enforceability of Some Provisions. United States
courts have traditionally imposed general equitable principles to limit the
remedies available to lenders in foreclosure actions. These principles are
generally designed to relieve borrowers from the effects of mortgage defaults
perceived as harsh or unfair. Relying on the principles, a court may alter the
specific terms of a loan to the extent it considers necessary to prevent or
remedy an injustice, undue oppression or overreaching, or may require the lender
to undertake affirmative actions to determine the cause of the borrower's
default and the likelihood that the borrower will be able to reinstate the loan.
In some cases, courts have substituted their judgment for that of the lenders
and have required that lenders reinstate loans or recast payment schedules in
order to accommodate borrowers who are suffering from a temporary financial


                                       61



disability. In other cases, courts have limited the right of the lender to
foreclose in the case of a non-monetary default, such as a failure to adequately
maintain the mortgaged property or an impermissible further encumbrance of the
mortgaged property. Finally, some courts have addressed the issue of whether
federal or state constitutional provisions reflecting due process concerns for
adequate notice require that a borrower receive notice in addition to
statutorily-prescribed minimum notice. For the most part, these cases have
upheld the reasonableness of the notice provisions or have found that a public
sale under a mortgage providing for a power of sale does not involve sufficient
state action to trigger constitutional protections.

     Non-Judicial Foreclosure/Power of Sale. Foreclosure of a deed of trust is
generally accomplished by a non-judicial trustee's sale pursuant to a power of
sale typically granted in the deed of trust. A power of sale may also be
contained in any other type of mortgage instrument if applicable law so permits.
A power of sale under a deed of trust allows a non-judicial public sale to be
conducted generally following a request from the beneficiary/lender to the
trustee to sell the property upon default by the borrower and after notice of
sale is given in accordance with the terms of the mortgage and applicable state
law. In some states, prior to the sale, the trustee under the deed of trust must
record a notice of default and notice of sale and send a copy to the borrower
and to any other party who has recorded a request for a copy of a notice of
default and notice of sale. In addition, in some states the trustee must provide
notice to any other party having an interest of record in the real property,
including junior lienholders. A notice of sale must be posted in a public place
and, in most states, published for a specified period of time in one or more
newspapers. The borrower or junior lienholder may then have the right, during a
reinstatement period required in some states, to cure the default by paying the
entire actual amount in arrears, without regard to the acceleration of the
indebtedness, plus the lender's expenses incurred in enforcing the obligation.
In other states, the borrower or the junior lienholder is not provided a period
to reinstate the loan, but has only the right to pay off the entire debt to
prevent the foreclosure sale. Generally, state law governs the procedure for
public sale, the parties entitled to notice, the method of giving notice and the
applicable time periods.

     Public Sale. A third party may be unwilling to purchase a mortgaged
property at a public sale because of the difficulty in determining the value of
that property at the time of sale, due to, among other things, redemption rights
which may exist and the possibility of physical deterioration of the property
during the foreclosure proceedings. Potential buyers may be reluctant to
purchase property at a foreclosure sale as a result of the 1980 decision of the
United States Court of Appeals for the Fifth Circuit in Durrett v. Washington
National Insurance Company and other decisions that have followed its reasoning.
The court in Durrett held that even a non-collusive, regularly conducted
foreclosure sale was a fraudulent transfer under the federal Bankruptcy Code
and, therefore, could be rescinded in favor of the bankrupt's estate, if:

     o    the foreclosure sale was held while the debtor was insolvent; and

     o    the price paid for the foreclosed property did not represent
          (reasonably equivalent value).

     Although the reasoning and result of Durrett in respect of the Bankruptcy
Code was rejected by the United States Supreme Court decision of BFP v.
Resolution Trust Corporation in 1994, the case could nonetheless be persuasive
to a court applying a state fraudulent conveyance law which has provisions
similar to those construed in Durrett.

     Generally, state law controls the amount of foreclosure costs and expenses
which may be recovered by a lender. Thereafter, subject to the mortgagor's right
in some states to remain in possession during a redemption period, if
applicable, the lender will become the owner of the property and have both the
benefits and burdens of ownership of the mortgaged property. For example, the
lender will have the obligation to pay debt service on any senior mortgages, to
pay taxes, obtain casualty insurance and to make any repairs at its own expense
as are necessary to render the property suitable for sale. Frequently, the
lender employs a third party management company to manage and operate the
property. The costs of operating and maintaining a commercial or multifamily
residential property may be significant and may be greater than the income
derived from that property. The costs of management and operation of those
mortgaged properties which are hotels, motels or nursing or convalescent homes
or hospitals may be particularly significant because of the expertise, knowledge
and, with respect to nursing or convalescent homes or hospitals, regulatory
compliance, required to run the operations and the effect which foreclosure and
a change in ownership may have on the public's and the industry's, including
franchisors', perception of the quality of the operations. The lender will
commonly obtain the services of a real estate broker and pay the broker's
commission in connection with the sale of the property. Depending upon market
conditions, the ultimate proceeds of the sale of the


                                       62



property may not equal the amount of the mortgage against the property.
Moreover, a lender commonly incurs substantial legal fees and court costs in
acquiring a mortgaged property through contested foreclosure and/or bankruptcy
proceedings. Furthermore, a few states require that any environmental
contamination at some types of properties be cleaned up before a property may be
resold. In addition, a lender may be responsible under federal or state law for
the cost of cleaning up a mortgaged property that is environmentally
contaminated. Generally state law controls the amount of foreclosure expenses
and costs, including attorneys' fees, that may be recovered by a lender.

     For additional information regarding environmental costs associated with a
mortgaged property, you should review the section in this prospectus titled
"--Environmental Risks".

     The holder of a junior mortgage that forecloses on a mortgaged property
does so subject to senior mortgages and any other prior liens, and may be
obliged to keep senior mortgage loans current in order to avoid foreclosure of
its interest in the property. In addition, if the foreclosure of a junior
mortgage triggers the enforcement of a due-on-sale clause contained in a senior
mortgage, the junior mortgagee could be required to pay the full amount of the
senior mortgage indebtedness or face foreclosure.

     The proceeds received by the referee or trustee from a foreclosure sale are
generally applied first to the costs, fees and expenses of sale and then in
satisfaction of the indebtedness secured by the mortgage under which the sale
was conducted. Any proceeds remaining after satisfaction of senior mortgage debt
are generally payable to the holders of junior mortgages and other liens and
claims in order of their priority, whether or not the borrower is in default.
Any additional proceeds are generally payable to the borrower. The payment of
the proceeds to the holders of junior mortgages may occur in the foreclosure
action of the senior mortgage or a subsequent ancillary proceeding or may
require the institution of separate legal proceedings by the holders.

     Rights of Redemption. The purposes of a foreclosure action are to enable
the lender to realize upon its security and to bar the borrower, and all persons
who have interests in the property that are subordinate to that of the
foreclosing lender, from exercise of their equity of redemption. The doctrine of
equity of redemption provides that, until the property encumbered by a mortgage
has been sold in accordance with a properly conducted foreclosure and
foreclosure sale, those having interests that are subordinate to that of the
foreclosing lender have an equity of redemption and may redeem the property by
paying the entire debt with interest. Those having an equity of redemption must
generally be made parties and joined in the foreclosure proceeding in order for
their equity of redemption to be terminated.

     The equity of redemption is a common-law (non-statutory) right which should
be distinguished from post-sale statutory rights of redemption. In some states,
after sale pursuant to a deed of trust or foreclosure of a mortgage, the
borrower and foreclosed junior lienors are given a statutory period in which to
redeem the property. In some states, statutory redemption may occur only upon
payment of the foreclosure sale price. In other states, redemption may be
permitted if the former borrower pays only a portion of the sums due. The effect
of a statutory right of redemption is to diminish the ability of the lender to
sell the foreclosed property because the exercise of a right of redemption would
defeat the title of any purchaser through a foreclosure. Consequently, the
practical effect of the redemption right is to force the lender to maintain the
property and pay the expenses of ownership until the redemption period has
expired. In some states, a post-sale statutory right of redemption may exist
following a judicial foreclosure, but not following a trustee's sale under a
deed of trust.

     Anti-Deficiency Legislation. Some or all of the mortgage loans may be
nonrecourse loans, as to which recourse in the case of default will be limited
to the mortgaged property and any other assets that were pledged to secure the
mortgage loan. However, even if a mortgage loan by its terms provides for
recourse to the borrower's other assets, a lender's ability to realize upon
those assets may be limited by state law. For example, in some states a lender
cannot obtain a deficiency judgment against the borrower following foreclosure
or sale under a deed of trust. A deficiency judgment is a personal judgment
against the former borrower equal to the difference between the net amount
realized upon the public sale of the real property and the amount due to the
lender. Other statutes may require the lender to exhaust the security afforded
under a mortgage before bringing a personal action against the borrower. In some
other states, the lender has the option of bringing a personal action against
the borrower on the debt without first exhausting that security. However, in
some of those states, the lender, following judgment on the personal action, may
be deemed to have elected a remedy and thus may be precluded from foreclosing
upon the security. Consequently, lenders in those states where such an election
of remedy provision exists will usually proceed first against the security.
Finally, other statutory provisions, designed to protect borrowers from exposure
to large


                                       63



deficiency judgments that might result from bidding at below-market values at
the foreclosure sale, limit any deficiency judgment to the excess of the
outstanding debt over the fair market value of the property at the time of the
sale.

LEASEHOLD RISKS

     Mortgage loans may be secured by a mortgage on the borrower's leasehold
interest in a ground lease. Leasehold mortgage loans are subject to some risks
not associated with mortgage loans secured by a lien on the fee estate of the
borrower. The most significant of these risks is that if the borrower's
leasehold were to be terminated upon a lease default, the leasehold mortgagee
would lose its security. This risk may be lessened under some circumstances such
as the following:

     o    if the ground lease requires the lessor to give the leasehold
          mortgagee notices of lessee defaults and an opportunity to cure them;

     o    if the ground lease permits the leasehold estate to be assigned to and
          by the leasehold mortgagee or the purchaser at a foreclosure sale; and

     o    if the ground lease contains some other protective provisions
          typically included in a mortgageable ground lease.

     The ground leases that secure the mortgage loans at issue may not contain
some of these protective provisions, and the related mortgages may not contain
the other protections discussed in the next paragraph. Protective ground lease
provisions include the following:

     o    the right of the leasehold mortgagee to receive notices from the
          ground lessor of any defaults by the borrower under the ground lease;

     o    the right of the leasehold mortgagee to cure the defaults, with
          adequate cure periods;

     o    if a default is not susceptible of cure by the leasehold mortgagee,
          the right to acquire the leasehold estate through foreclosure or
          otherwise;

     o    the ability of the ground lease to be assigned to and by the leasehold
          mortgagee or purchaser at a foreclosure sale and for the concomitant
          release of the ground lessee's liabilities thereunder; and

     o    the right of the leasehold mortgagee to enter into a new ground lease
          with the ground lessor on the same terms and conditions as the old
          ground lease in the event of a termination of the ground lease.

     In addition to the foregoing protections, a leasehold mortgage may prohibit
the ground lessee from treating the ground lease as terminated in the event of
the ground lessor's bankruptcy and rejection of the ground lease in the lessor's
bankruptcy case, although this provision may not be enforceable. As further
protection, a leasehold mortgage may provide for the assignment of the
debtor-ground lessee's right to reject the lease in a ground lessee bankruptcy
case, such a provision may not be enforceable. Without the protections described
in this and the foregoing paragraph, a leasehold mortgagee may be more likely to
lose the collateral securing its leasehold mortgage. In addition, the terms and
conditions of a leasehold mortgage are subject to the terms and conditions of
the ground lease. Although some rights given to a ground lessee can be limited
by the terms of a leasehold mortgage, the rights of a ground lessee or a
leasehold mortgagee with respect to, among other things, insurance, casualty and
condemnation proceeds will ordinarily be governed by the provisions of the
ground lease, unless otherwise agreed to by the ground lessee and leasehold
mortgagee.

COOPERATIVE SHARES

     Mortgage loans may be secured by a security interest on the borrower's
ownership interest in shares, and the proprietary leases appurtenant to those
shares, allocable to cooperative dwelling units that may be vacant or occupied
by non-owner tenants. The loans are subject to some risks not associated with
mortgage loans secured by a lien on the fee estate of a borrower in real
property. Such a loan typically is subordinate to the mortgage, if any,


                                       64



on the cooperative's building which, if foreclosed, could extinguish the equity
in the building and the proprietary leases of the dwelling units derived from
ownership of the shares of the cooperative. Further, transfer of shares in a
cooperative are subject to various regulations as well as to restrictions under
the governing documents of the cooperative, and the shares may be cancelled in
the event that associated maintenance charges due under the related proprietary
leases are not paid. Typically, a recognition agreement between the lender and
the cooperative provides, among other things, the lender with an opportunity to
cure a default under a proprietary lease.

     Under the laws applicable in many states, foreclosure on cooperative shares
is accomplished by a sale in accordance with the provisions of Article 9 of the
UCC and the security agreement relating to the shares. Article 9 of the UCC
requires that a sale be conducted in a "commercially reasonable" manner, which
may be dependent upon, among other things, the notice given the debtor and the
method, manner, time, place and terms of the sale. Article 9 of the UCC provides
that the proceeds of the sale will be applied first to pay the costs and
expenses of the sale and then to satisfy the indebtedness secured by the
lender's security interest. A recognition agreement, however, generally provides
that the lender's right to reimbursement is subject to the right of the
cooperative to receive sums due under the proprietary leases. If, following
payment to the lender, there are proceeds remaining, the lender must account to
the tenant-stockholder for the surplus. Conversely, if a portion of the
indebtedness remains unpaid, the tenant-stockholder may be responsible for the
deficiency.

     For additional information regarding payment of deficiencies, you should
review the sections in this prospectus titled "--Anti-Deficiency Legislation."

BANKRUPTCY LAWS

     Operation of the Bankruptcy Code and related state laws may interfere with
or affect the ability of a secured lender to realize upon collateral and/or to
enforce a deficiency judgment. For example, under the Bankruptcy Code, virtually
all actions, including foreclosure actions and deficiency judgment proceedings,
to collect a debt are automatically stayed upon the filing of the bankruptcy
petition and, often, no interest or principal payments are made during the
course of the bankruptcy case. The delay and the consequences caused by an
automatic stay can be significant. Also, under the Bankruptcy Code, the filing
of a petition in bankruptcy by or on behalf of a junior lienor may stay the
senior lender from taking action to foreclose out the junior lien.

     Under the Bankruptcy Code, provided some substantive and procedural
safeguards protective of the lender are met, the amount and terms of a mortgage
loan secured by a lien on property of the debtor may be modified. For example,
the outstanding amount of the secured loan may be reduced to the then-current
value of the property, thus leaving the lender a general unsecured creditor for
the difference between the value and the outstanding balance of the loan. Other
modifications may include the reduction in the amount of each scheduled payment,
a reduction in the rate of interest and/or an alteration of the repayment
schedule and an extension (or shortening) of the term to maturity. The lien of
the lender may be transferred to other collateral or collateral may be released
from the lien of the lender. The priority of a mortgage loan may also be
subordinated to bankruptcy court-approved financing. Some bankruptcy courts have
approved plans, based on the particular facts of the reorganization case, that
effected the cure of a mortgage loan default by paying arrearages over a number
of years. Also, a bankruptcy court may permit a debtor to reinstate a loan
mortgage payment schedule even if the lender has obtained a final judgment of
foreclosure prior to the filing of the debtor's petition.

     The bankruptcy court can also reinstate accelerated indebtedness and also,
in effect, invalidate due-on-sale clauses. A trustee for a lessor, or a lessor
as debtor-in-possession, may, despite the provisions of the related mortgage
loan to the contrary, sell the mortgaged property free and clear of all liens,
which liens would then attach to the proceeds of the sale.

     The Bankruptcy Code provides that a lender's perfected pre-petition
security interest in leases, rents and hotel revenues continues in the
post-petition rents and hotel revenues, unless a bankruptcy court orders to the
contrary based on the equities of the case. Thus, if the borrower has executed
an assignment of leases, unless a court orders otherwise, revenues from a
mortgaged property generated after the date the bankruptcy petition is filed
will constitute cash collateral under the Bankruptcy Code. Debtors may only use
cash collateral upon obtaining the lender's consent or a prior court order
finding that the lender's interest in the mortgaged properties is adequately
protected. It should be noted, however, that the court may find that the lender
has no security interest in either pre-


                                       65



petition or post-petition revenues if the court finds that the loan documents do
not contain language covering accounts, room rents, or other forms of
personality necessary for a security interest to attach to hotel revenues.

     Bankruptcies of tenants of the mortgaged properties could have an adverse
impact on the borrowers' ability to meet their obligations. For example, rights
and obligations under an unexpired lease may not be terminated or modified at
any time after the commencement of a case under the Bankruptcy Code solely
because of a provision in the lease conditioned upon the commencement of a case
under the Bankruptcy Code or some other similar events. In addition, there is an
automatic stay of, among other things, any act to obtain possession of property
of or from a debtor's estate, which may delay the borrower's exercise of the
remedies in the event that a lessee becomes the subject of a proceeding under
the Bankruptcy Code.

     A trustee or a debtor-in-possession in a case under the Bankruptcy Code has
the power to assume or to reject an executory contract or an unexpired lease of
the debtor, in each case subject to the approval of the bankruptcy court
administering the case. If the trustee or debtor-in-possession rejects an
executory contract or an unexpired lease, the rejection generally constitutes a
breach of the executory contract or unexpired lease immediately before the date
of the filing of the petition. As a consequence, the other party or parties to
the executory contract or unexpired lease, such as the lessor or borrower, as
lessor under a lease, would have only an unsecured claim against the debtor for
damages resulting from the breach, which could adversely affect the security for
the related mortgage loan. Moreover, the claim of a lessor for the damages from
the termination of a lease of real property will be limited to the sum of:

     1. the rent reserved by the lease, without acceleration, for the greater of
one year or 15 percent, not to exceed three years, of the remaining term of the
lease, following the earlier of the date of the filing of the petition and the
date on which the leased property was surrendered; and

     2. any unpaid rent due under that lease, without acceleration, on the
earlier of those dates.

     If a trustee or debtor-in-possession assumes an executory contract or an
unexpired lease of the debtor, the trustee or debtor-in-possession generally may
assign the executory contract or unexpired lease, notwithstanding any provision
in that executory contract or unexpired lease or in applicable law that
prohibits, restricts or conditions the assignment, provided that the trustee or
debtor-in-possession provides adequate assurance of future performance by the
assignee. The Bankruptcy Code specifically provides, however, that adequate
assurance of future performance for purposes of a lease of real property in a
shopping center includes the following:

     o    adequate assurance of the source of rent due under the lease, and in
          the case of an assignment, that the financial condition and operating
          performance of the proposed assignee and its guarantors, if any, shall
          be similar to the financial condition and operating performance of the
          debtor and its guarantors, if any, as of the time the debtor became
          the lessee under the lease;

     o    that any percentage rent due under the lease will not decline
          substantially;

     o    that the assumption and assignment of the lease is subject to all the
          provisions in that lease, including, but not limited to, provisions
          such as a radius, location, use or exclusivity provision, and will not
          breach any provision contained in any other lease, financing
          agreement, or master agreement relating to that shopping center; and

     o    that the assumption or assignment of the lease will not disrupt the
          tenant mix or balance in that shopping center.

     Thus, an undetermined third party may assume the obligations of the lessee
under a lease in the event of commencement of a proceeding under the Bankruptcy
Code with respect to the lessee.

     If a trustee for a lessor as a debtor-in-possession, rejects an unexpired
lease of real property, the lessee may treat that lease as terminated by that
rejection or, in the alternative, may remain in possession of the leasehold for
the balance of the term of the lease and for any renewal or extension of that
term that is enforceable by the lessee under applicable nonbankruptcy law. The
Bankruptcy Code provides that if a lessee elects to remain in possession after a
rejection of a lease, the lessee may offset against rents reserved under the
lease, for the balance of the term after the


                                       66



date of rejection of the lease and any renewal or extension thereof, the value
of any damages occurring after the date of rejection caused by the
nonperformance of any obligation of the lessor after that date.

     In a bankruptcy or similar proceeding, action may be taken seeking the
recovery as a preferential transfer of any payments made by the mortgagor under
the related mortgage loan to the related trust fund. Payments may be protected
from recovery as preferences if they are payments in the ordinary course of
business made on debts incurred in the ordinary course of business. Whether any
particular payment would be protected depends upon the facts specific to a
particular transaction. In addition, some court decisions suggest that even a
non-collusive, regularly conducted foreclosure sale could be challenged in a
bankruptcy case as a fraudulent conveyance, regardless of the parties' intent,
if a bankruptcy court determines that the mortgaged property has been sold for
less than fair consideration while the mortgagor was insolvent or otherwise
meets the statutory criteria for fraudulent transfer.

     A trustee in bankruptcy, in some cases, may be entitled to collect its
costs and expenses in preserving or selling the mortgaged property ahead of
payment to the lender. In some circumstances, a debtor in bankruptcy may have
the power to grant liens senior to the lien of a mortgage, and analogous state
statutes and general principles of equity may also provide a mortgagor with
means to halt a foreclosure proceeding or sale and to force a restructuring of a
mortgage loan on terms a lender would not otherwise accept. Moreover, the laws
of some states also give priority to some tax liens over the lien of a mortgage
or deed of trust. Under the Bankruptcy Code, if the court finds that actions of
the mortgagee have been unreasonable, the lien of the related mortgage may be
subordinated to the claims of unsecured creditors.

     Pursuant to the doctrines of substantive consolidation or piercing the
corporate veil, a bankruptcy court, in the exercise of its equitable powers,
also has the authority to order that the assets and liabilities of a related
entity be consolidated with those of an entity before it. Thus, property that is
ostensibly the property of one entity may be determined to be the property of a
different entity in bankruptcy, the automatic stay applicable to the second
entity may be extended to the first and the rights of creditors of the first
entity may be impaired in the fashion set forth above in the discussion of
bankruptcy principles. The application of any of these doctrines to one or more
of the mortgagors in the context of the bankruptcy of one or more of their
affiliates could result in material impairment of the rights of the
certificateholders.

     On February 5, 2001, the United States Bankruptcy Court for the Northern
District of Ohio entered an order refusing to modify an interim cash collateral
order that treated inventory and receivables sold by a chapter 11 debtor to two
special purpose subsidiaries, not in chapter 11, as property of the debtor's
estate. In re LTV Steel Company, case no 0043866 (Bankr. N.D. Ohio). In the
February 5 opinion, the court states, "To suggest that Debtor lacks some
ownership interest in products that it creates with its own labor, as well as
the proceeds to be derived from that labor, is difficult to accept." Entry of a
similar order in a bankruptcy case in which an originator of certain mortgage
loans was the debtor could result in a material impairment of the rights of the
Certificateholders.

     For each mortgagor that is described as a special purpose entity, single
purpose entity or bankruptcy-remote entity in the prospectus supplement, the
activities that may be conducted by the mortgagor and its ability to incur debt
are restricted by the applicable Mortgage or the organizational documents of
that mortgagor. The activities of the mortgagor are restricted in a manner as is
intended to make the likelihood of a bankruptcy proceeding being commenced by or
against that mortgagor remote, and that mortgagor has been organized and is
designed to operate in a manner that makes it reasonably likely that its
separate existence will be respected notwithstanding a bankruptcy proceeding in
respect of one or more affiliated entities of that mortgagor. However, we make
no representation as to the likelihood of the institution of a bankruptcy
proceeding by or in respect of any mortgagor or the likelihood that the separate
existence of any mortgagor would be respected if there were to be a bankruptcy
proceeding in respect of any affiliated entity of a mortgagor.

ENVIRONMENTAL RISKS

     A lender may be subject to unforeseen environmental risks with respect to
loans secured by real or personal property, such as the mortgage loans. The
environmental risks may give rise to:

     o    a diminution in value of property securing a mortgage loan or the
          inability to foreclose against the property; or


                                       67



     o    in some circumstances as more fully described below, liability for
          clean-up costs or other remedial actions, which liability could exceed
          the value of the property or the principal balance of the related
          mortgage loan.

     Under federal law and the laws of many states, contamination on a property
may give rise to a lien on the property for cleanup costs. In several states,
such a lien has priority over all existing liens, including those of existing
mortgages. In these states, the lien of the mortgage for any mortgage loan may
lose its priority to that type of lien.

     Under the federal Comprehensive Response, Compensation, and Liability Act,
a lender may be liable either to the government or to private parties for
cleanup costs on a property securing a loan, even if the lender does not cause
or contribute to the contamination. CERCLA imposes strict, as well as joint and
several, liability on several classes of potentially responsible parties, or
PRPs, including current owners and operators of the property who did not cause
or contribute to the contamination. Many states have laws similar to CERCLA.

     Lenders may be held liable under CERCLA as owners or operators unless they
qualify for the secured creditor exemption to CERCLA. Court decisions applying
the secured-creditor exemption have in the past been inconsistent and confusing.
On September 30, 1996, President Clinton signed into law the "Asset
Conservation, Lender Liability and Deposit Insurance Protection Act of 1996,"
which includes amendments to CERCLA and to the underground storage tank
provisions of the Resource Conservation and Recovery Act and applies to any
claim that was not finally adjudicated as of September 30, 1996. The Act
attempts to clarify the activities in which a lender can engage and still have
the benefit of a secured creditor exemption. However, the secured creditor
exemption is not available to a lender that participates in management of
mortgaged property prior to a foreclosure. In order for a lender to be deemed to
have participated in the management of a mortgaged property, the lender must
actually participate in the operational affairs of the property of the borrower.
The Act provides that merely having the capacity to influence, or unexercised
right to control operations does not constitute participation in management. A
lender will be deemed to have participated in management and will lose the
protection of the secured creditor exemption only if it exercises
decision-making control over the borrower's environmental compliance and
hazardous substance handling or disposal practices, or assumes day-to-day
management of environmental compliance or all other operational functions of the
mortgaged property. The Act also provides that a lender will continue to have
the benefit of the secured creditor exemption even if it forecloses on a
mortgaged property, purchases it at a foreclosure sale or accepts a deed-in-lieu
of foreclosure provided that the lender seeks to sell the mortgaged property at
the earliest practicable commercially reasonable time on commercially reasonable
terms. However, the protections afforded lenders under the Act are subject to
terms and conditions that have not been clarified by the courts. Moreover, the
CERCLA secured-creditor exemption does not necessarily affect the potential for
liability under other laws that may also impose liability on "owners or
operators".

     Environment clean-up costs may be substantial. It is possible that
environmental clean-up costs could become a liability of the related trust fund
and occasion a loss to certificateholders if remedial costs were incurred.

     In a few states, transfers of some types of properties are conditioned upon
cleanup of contamination prior to transfer. It is possible that a property
securing a mortgage loan could be subject to transfer restrictions. In such a
case, if the lender becomes the owner upon foreclosure, it may be required to
clean up the contamination before selling the property.

     The cost of remediating hazardous substance contamination at a property can
be substantial. If a lender is or becomes liable, it can bring an action for
contribution against the owner or operator that created the environmental
hazard, but that person or entity may be without substantial assets.
Accordingly, it is possible that the costs of remediating hazardous substance
contamination at a property could become a liability of a trust fund and
occasion a loss to certificateholders of the related series.

     To reduce the likelihood of such a loss, and unless otherwise provided in
the related prospectus supplement, the related pooling and servicing agreement
will provide that the servicer, acting on behalf of the related trust fund, may
not acquire title to a mortgaged property or take over its operation unless the
servicer, based on a report prepared by a person who regularly conducts
environmental site assessments, has made the determination that it is
appropriate to do so, as described under "Description of the Pooling and
Servicing Agreements--Realization Upon Defaulted Mortgage Loans." There can be
no assurance that any environmental site assessment obtained by the servicer
will detect all possible environmental contamination or conditions or that the
other requirements of the related pooling


                                       68



and servicing agreement, even if fully observed by the servicer, will in fact
insulate the related trust fund from liability with respect to environmental
matters.

     Even when a lender is not directly liable for cleanup costs on property
securing loans, if a property securing a loan is contaminated, the value of the
security is likely to be affected. In addition, a lender bears the risk that
unanticipated cleanup costs may jeopardize the borrower's repayment. Neither of
these two issues is likely to pose risks exceeding the amount of unpaid
principal and interest of a particular loan secured by a contaminated property,
particularly if the lender declines to foreclose on a mortgage secured by the
property.

     If a lender forecloses on a mortgage secured by a property the operations
of which are subject to environmental laws and regulations, the lender will be
required to operate the property in accordance with those laws and regulations.
Compliance may entail some expense.

     In addition, a lender may be obligated to disclose environmental conditions
on a property to government entities and/or to prospective buyers, including
prospective buyers at a foreclosure sale or following foreclosure. The
disclosure may decrease the amount that prospective buyers are willing to pay
for the affected property and thereby lessen the ability of the lender to
recover its investment in a loan upon foreclosure.

DUE-ON-SALE AND DUE-ON-ENCUMBRANCE PROVISIONS

     Some of the mortgage loans may contain due-on-sale and due-on-encumbrance
clauses that purport to permit the lender to accelerate the maturity of the loan
if the borrower transfers or encumbers the related mortgaged property. In recent
years, court decisions and legislative actions placed substantial restrictions
on the right of lenders to enforce the clauses in many states. By virtue,
however, of the Garn-St Germain Depository Institutions Act of 1982, effective
October 15, 1982, which purports to preempt state laws that prohibit the
enforcement of due-on-sale clauses by providing, among other matters, that
due-on-sale clauses in some loans made after the effective date of the Garn Act
are enforceable, within some limitations, as set forth in the Garn Act and the
regulations promulgated thereunder, the servicer may nevertheless have the right
to accelerate the maturity of a mortgage loan that contains a due-on-sale
provision upon transfer of an interest in the property, regardless of the
servicer's ability to demonstrate that a sale threatens its legitimate security
interest.

SUBORDINATE FINANCING

     Some of the mortgage loans may not restrict the ability of the borrower to
use the mortgaged property as security for one or more additional loans. Where a
borrower encumbers a mortgaged property with one or more junior liens, the
senior lender is subjected to additional risk. First, the borrower may have
difficulty servicing and repaying multiple loans. Moreover, if the subordinate
financing permits recourse to the borrower, as is frequently the case, and the
senior loan does not, a borrower may have more incentive to repay sums due on
the subordinate loan. Second, acts of the senior lender that prejudice the
junior lender or impair the junior lender's security may create a superior
equity in favor of the junior lender. For example, if the borrower and the
senior lender agree to an increase in the principal amount of or the interest
rate payable on the senior loan, the senior lender may lose its priority to the
extent any existing junior lender is harmed or the borrower is additionally
burdened. Third, if the borrower defaults on the senior loan and/or any junior
loan or loans, the existence of junior loans and actions taken by junior lenders
can impair the security available to the senior lender and can interfere with or
delay the taking of action by the senior lender. Moreover, the bankruptcy of a
junior lender may operate to stay foreclosure or similar proceedings by the
senior lender.

DEFAULT INTEREST AND LIMITATIONS ON PREPAYMENTS

     Notes and mortgages may contain provisions that obligate the borrower to
pay a late charge or additional interest if payments are not timely made, and in
some circumstances, may prohibit prepayments for a specified period and/or
condition prepayments upon the borrower's payment of prepayment fees or yield
maintenance penalties. In some states, there are or may be specific limitations
upon the late charges which a lender may collect from a borrower for delinquent
payments. Some states also limit the amounts that a lender may collect from a
borrower as an additional charge if the loan is prepaid. In addition, the
enforceability of provisions that provide for prepayment fees or penalties upon
an involuntary prepayment is unclear under the laws of many states.


                                       69



ADJUSTABLE RATE LOANS

     The laws of some states may provide that mortgage notes relating to
adjustable rate loans are not negotiable instruments under the UCC. In that
event, the related trust fund will not be deemed to be a holder in due course
within the meaning of the UCC and may take a mortgage note subject to
restrictions on the ability to foreclose and to contractual defenses available
to a mortgagor.

APPLICABILITY OF USURY LAWS

     Title V of the Depository Institutions Deregulation and Monetary Control
Act of 1980, as amended, provides that state usury limitations shall not apply
to some types of residential (including multifamily) first mortgage loans
originated by some lenders after March 31, 1980. Title V authorized any state to
reimpose interest rate limits by adopting, before April 1, 1983, a law or
constitutional provision that expressly rejects application of the federal law.
In addition, even where Title V is not so rejected, any state is authorized by
the law to adopt a provision limiting discount points or other charges on
mortgage loans covered by Title V. Some states have taken action to reimpose
interest rate limits and/or to limit discount points or other charges.

     No mortgage loan originated in any state in which application of Title V
has been expressly rejected or a provision limiting discount points or other
charges has been adopted, will, if originated after that rejection or adoption,
be eligible for inclusion in a trust fund unless:

     o    the mortgage loan provides for an interest rate, discount points and
          charges as are permitted under the laws of the state; or

     o    the mortgage loan provides that the terms of that mortgage loan are to
          be construed in accordance with the laws of another state under which
          its interest rate, discount points and charges would not be usurious
          and the borrower's counsel has rendered an opinion that the choice of
          law provision would be given effect.

SERVICEMEMBERS CIVIL RELIEF ACT

     Under the terms of the Servicemembers Civil Relief Act, as amended, a
borrower who enters military service after the origination of the borrower's
mortgage loan, including a borrower who was in reserve status and is called to
active duty after origination of the mortgage loan, may not be charged interest,
including fees and charges, above an annual rate of 6% during the period of the
borrower's active duty status, unless a court orders otherwise upon application
of the lender. The Relief Act applies to individuals who are members of the
Army, Navy, Air Force, Marines, National Guard, Reserves, Coast Guard and
officers of the U.S. Public Health Service assigned to duty with the military.
Because the Relief Act applies to individuals who enter military service,
including reservists who are called to active duty, after origination of the
related mortgage loan, we cannot give you any information as to the number of
loans with individuals as borrowers that may be affected by the Relief Act.
Application of the Relief Act would adversely affect, for an indeterminate
period of time, the ability of any servicer to collect full amounts of interest
on some of the mortgage loans. Any shortfalls in interest collections resulting
from the application of the Relief Act would result in a reduction of the
amounts distributable to the holders of the related series of certificates. The
shortfalls would not be covered by advances or, unless otherwise specified in
the related prospectus supplement, any instrument of credit support provided in
connection with the certificates. In addition, the Relief Act imposes
limitations that would impair the ability of the servicer to foreclose on an
affected mortgage loan during the borrower's period of active duty status, and,
under some circumstances, during an additional three-month period thereafter.
Thus, in the event a mortgage loan goes into default, there may be delays and
losses occasioned by the inability to realize upon the mortgaged property in a
timely fashion.

TYPE OF MORTGAGED PROPERTY

     The lender may be subject to additional risk depending upon the type and
use of the mortgaged property in question. For instance, mortgaged properties
which are hospitals, nursing homes or convalescent homes may present special
risks to lenders in large part due to significant governmental regulation of the
operation, maintenance, control and financing of health care institutions.
Mortgages on mortgaged properties which are owned by the borrower under a
condominium form of ownership are subject to the declaration, by-laws and other
rules and


                                       70



regulation of the condominium association. Mortgaged properties which are hotels
or motels may present additional risk to the lender in that:

     o    hotels and motels are typically operated pursuant to franchise,
          management and operating agreements which may be terminable by the
          operator; and

     o    the transferability of the hotel's operating, liquor and other
          licenses to the entity acquiring the hotel either through purchase or
          foreclosure is subject to the vagaries of local law requirements.

In addition, mortgaged properties which are multifamily properties or
cooperatively owned multifamily properties may be subject to rent control laws,
which could impact the future cash flows of the properties.

AMERICANS WITH DISABILITIES ACT

     Under Title III of the Americans with Disabilities Act of 1990 and rules
promulgated thereunder, in order to protect individuals with disabilities,
public accommodations (such as hotels, shopping centers, hospitals, schools and
social service center establishments) must remove architectural and
communication barriers which are structural in nature from existing places of
public accommodation to the extent "readily achievable" within the meaning of
the ADA. In addition, under the ADA, alterations to a place of public
accommodation or a commercial facility are to be made so that, to the maximum
extent feasible, each altered portion is readily accessible to and usable by
individuals with disabilities. The "readily achievable" standard takes into
account, among other factors, the financial resources of the affected site,
owner, landlord or other applicable person. In addition to imposing a possible
financial burden on the borrower in its capacity as owner or landlord, the ADA
may also impose the requirements on a foreclosing lender who succeeds to the
interest of the borrower as owner or landlord. Furthermore, since the "readily
achievable" standard may vary depending on the financial condition of the owner
or landlord, a foreclosing lender who is financially more capable than the
borrower of complying with the requirements of the ADA may be subject to more
stringent requirements than those to which the borrower is subject.

FORFEITURE FOR DRUG, RICO AND MONEY LAUNDERING VIOLATIONS

     Federal law provides that property purchased or improved with assets
derived from criminal activity or otherwise tainted, or used in the commission
of certain offenses, can be seized and ordered forfeited to the United States of
America. The offenses which can trigger such a seizure and forfeiture include,
among others, violations of the Racketeer Influenced and Corrupt Organizations
Act, the Bank Secrecy Act, the anti-money laundering laws and regulations,
including the USA Patriot Act of 2001 and the regulations issued pursuant to
that Act, as well as the narcotic drug laws. In many instances, the United
States may seize the property even before a conviction occurs.

     In the event of a forfeiture proceeding, a lender may be able to establish
its interest in the property by proving that (1) its mortgage was executed and
recorded before the commission of the illegal conduct from which the assets used
to purchase or improve the property were derived or before any other crime upon
which the forfeiture is based, or (2) the lender was, at the time of the
execution of the mortgage, "did not know or was reasonably without cause to
believe that the property was subject to forfeiture." However, there is no
assurance that such a defense will be successful.

                    MATERIAL FEDERAL INCOME TAX CONSEQUENCES

     The following is a general discussion of the anticipated material federal
income tax consequences of the purchase, ownership and disposition of
certificates. The discussion below does not purport to address all federal
income tax consequences that may be applicable to particular categories of
investors, some of which, such as banks and insurance companies, may be subject
to special rules. Except as noted below, this discussion applies to United
States persons who hold the certificates as capital assets. The authorities on
which this discussion is based are subject to change or differing
interpretations, and any related change or interpretation could apply
retroactively. This discussion reflects the applicable provisions of the
Internal Revenue Code of 1986, as amended, as well as the REMIC regulations
promulgated by the U.S. Department of Treasury. Investors should consult their
own tax advisors in determining the federal, state, local and other tax
consequences to them of the purchase, ownership and disposition of certificates.


                                       71



     For purposes of this discussion, references to the mortgage loans include
references to the mortgage loans underlying MBS included in the mortgage assets,
and, where the applicable prospectus supplement provides for a retained yield
(the "Retained Interest") with respect to the mortgage loans underlying a series
of certificates, references to the mortgage loans will be deemed to refer to
that portion of the mortgage loans held by the trust fund which does not include
the Retained Interest. References to a holder or certificateholder in this
discussion generally mean the beneficial owner of a certificate.

             FEDERAL INCOME TAX CONSEQUENCES FOR REMIC CERTIFICATES

GENERAL

     With respect to a particular series of certificates, an election may be
made to treat the trust fund or one or more segregated pools of assets therein
as one or more REMICs within the meaning of Internal Revenue Code Section 860D.
A trust fund or any of its portions as to which a REMIC election will be made
will be referred to as a REMIC pool. For purposes of this discussion,
certificates of a series as to which one or more REMIC elections are made are
referred to as REMIC certificates and will consist of one or more classes of
regular certificates and one class of residual certificates in the case of each
REMIC pool. Qualification as a REMIC requires ongoing compliance with some
conditions. With respect to each series of REMIC certificates, Cadwalader,
Wickersham & Taft LLP, our counsel, has advised us that in the firm's opinion,
assuming:

     o    the making of such an election;

     o    compliance with the pooling and servicing agreement; and

     o    compliance with any changes in the law, including any amendments to
          the Internal Revenue Code or applicable Treasury regulations
          thereunder,

each REMIC pool will qualify as a REMIC. The regular certificates will be
considered to be "regular interests" in the REMIC pool within the meaning of
Internal Revenue Code Section 860D and generally will be treated for federal
income tax purposes as if they were newly originated debt instruments, and the
residual certificates will be considered to be the sole class of "residual
interests" in the REMIC pool within the meaning of Internal Revenue Code Section
860D. The prospectus supplement for each series of certificates will indicate
whether one or more REMIC elections will be made with respect to the related
trust fund, in which event references to REMIC or REMIC pool herein shall be
deemed to refer to each such REMIC pool. If so specified in the applicable
prospectus supplement, the portion of a trust fund as to which a REMIC election
is not made may be treated as a grantor trust for federal income tax purposes.

     For additional information regarding federal income tax consequences of
holding the certificates, you should also review the section in this prospectus
titled "--Federal Income Tax Consequences for Certificates as to Which No REMIC
Election Is Made."

CHARACTERIZATION OF INVESTMENTS IN REMIC CERTIFICATES

     In general, unless otherwise provided in the related prospectus supplement,
the REMIC certificates will be "real estate assets" within the meaning of
Section 856(c)(5)(B) of the Internal Revenue Code and assets described in
Section 7701(a)(19)(C) of the Internal Revenue Code in the same proportion that
the assets of the REMIC underlying such certificates would be so treated.
However, to the extent that the REMIC assets constitute mortgages on property
not used for residential or other prescribed purposes, the REMIC certificates
will not be treated as assets qualifying under Section 7701(a)(19)(C) of the
Internal Revenue Code. Moreover, if 95% or more of the assets of the REMIC
qualify for any of the foregoing treatments at all times during a calendar year,
the REMIC certificates will qualify for the corresponding status in their
entirety for that calendar year. Interest, including original issue discount, on
the regular certificates and income allocated to the residual certificates will
be interest described in Section 856(c)(3)(B) of the Internal Revenue Code to
the extent that such certificates are treated as "real estate assets" within the
meaning of Section 856(c)(5)(B) of the Internal Revenue Code. In addition, the
regular certificates will be, if transferred to a REMIC on its startup day in
exchange for an interest in such REMIC, "qualified mortgages" within the meaning
of Section 860G(a)(3) of the Internal Revenue Code. The determination


                                       72



as to the percentage of the REMIC's assets that constitute assets described in
the foregoing sections of the Internal Revenue Code will be made with respect to
each calendar quarter based on the average adjusted basis of each category of
the assets held by the REMIC during such calendar quarter. The special servicer,
servicer, or the trustee, as required under the pooling and servicing agreement
will report those determinations to certificateholders in the manner and at the
times required by applicable Treasury regulations.

     The assets of the REMIC will include, in addition to mortgage loans,
payments on mortgage loans held pending distribution on the REMIC certificates
and property acquired by foreclosure held pending sale, and may include amounts
in reserve accounts. It is unclear whether property acquired by foreclosure held
pending sale, and amounts in reserve accounts would be considered to be part of
the mortgage loans, or whether such assets, to the extent not invested in assets
described in the foregoing sections, otherwise would receive the same treatment
as the mortgage loans for purposes of all of the foregoing sections. In
addition, in some instances mortgage loans may not be treated entirely as assets
described in the foregoing sections. If so, the related prospectus supplement
will describe the mortgage loans that may not be so treated. The REMIC
regulations do provide, however, that payments on mortgage loans held pending
distribution are considered part of the mortgage loans for purposes of Section
856(c)(5)(B) of the Internal Revenue Code. Furthermore, foreclosure property
will qualify as "real estate assets" under Section 856(c)(5)(B) of the Internal
Revenue Code.

TIERED REMIC STRUCTURES

     For some series of REMIC certificates, two or more separate elections may
be made to treat designated portions of the related trust fund as REMICs
("Tiered REMICs") for federal income tax purposes. The Tiered REMICs will each
qualify as a REMIC and the REMIC certificates issued by the Tiered REMICs, will
be considered to evidence ownership of regular certificates or residual
certificates in the related REMIC within the meaning of the REMIC Provisions.

     Solely for purposes of determining whether the REMIC certificates will be
"real estate assets" within the meaning of Section 856(c)(5)(B) of the Internal
Revenue Code and, "loans secured by an interest in real property" under Section
7701(a)(19)(C) of the Internal Revenue Code, and whether the income on such
certificates is interest described in Section 856(c)(3)(B) of the Internal
Revenue Code, the Tiered REMICs will be treated as one REMIC.

QUALIFICATION AS A REMIC

     In order for the REMIC pool to qualify as a REMIC, there must be ongoing
compliance on the part of the REMIC pool with the requirements set forth in the
Internal Revenue Code. The REMIC pool must fulfill an asset test, which requires
that no more than a de minimis portion of the assets of the REMIC pool, as of
the close of the third calendar month beginning after the startup day, which for
purposes of this discussion is the date of issuance of the REMIC certificates,
and at all times thereafter, may consist of assets other than qualified
mortgages and permitted investments. The REMIC regulations provide a safe harbor
pursuant to which the de minimis requirement is met if at all times the
aggregate adjusted basis of the nonqualified assets is less than 1% of the
aggregate adjusted basis of all the REMIC pool's assets. An entity that fails to
meet the safe harbor may nevertheless demonstrate that it holds no more than a
de minimis amount of nonqualified assets. A REMIC also must provide reasonable
arrangements to prevent its residual interest from being held by Disqualified
Organizations and must furnish applicable tax information to transferors or
agents that violate this requirement. The pooling and servicing agreement for
each Series will contain a provision designed to meet this requirement.

     For further information, you should review the section in this prospectus
titled "--Taxation of Residual Certificates--Tax-Related Restrictions on
Transfer of Residual Certificates--Disqualified Organizations."

     A qualified mortgage is any obligation that is principally secured by an
interest in real property and that is either transferred to the REMIC pool on
the startup day in exchange for regular certificates or residual certificates or
is 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.


                                       73



     Qualified mortgages include the following:

     o    whole mortgage loans, such as the mortgage loans;

     o    certificates of beneficial interest in a grantor trust that holds
          mortgage loans, including some of the MBS;

     o    regular interests in another REMIC, such as MBS issued by a trust as
          to which a REMIC election has been made;

     o    loans secured by timeshare interests; and

     o    loans secured by shares held by a tenant stockholder in a cooperative
          housing corporation.

However, in general:

     o    the fair market value of the real property securing the mortgage
          (including any buildings and structural components) must be at least
          80% of the principal balance of the related mortgage loan or of the
          mortgage loan underlying any related MBS either at origination of the
          relevant loan or as of the startup day; or

     o    substantially all the proceeds of the mortgage loan or the underlying
          mortgage loan must have been used to acquire, improve or protect an
          interest in real property that, at the origination date, was the only
          security for the mortgage loan or underlying mortgage loan.

If the mortgage loan has been substantially modified other than in connection
with a default or reasonably foreseeable default, it must meet the real property
value test described in the preceding sentence as of the date of the last
modification or as of the REMIC startup day. A qualified mortgage includes a
qualified replacement mortgage, which is any mortgage loan that would have been
treated as a qualified mortgage if it were transferred to the REMIC pool on the
startup day and that is received either:

     o    in exchange for any qualified mortgage within a three-month period
          thereafter; or

     o    in exchange for a mortgage loan that is a defective obligation, as
          defined immediately below, within a two-year period thereafter.

     A defective obligation includes the following:

     1. a mortgage in default or as to which default is reasonably foreseeable;

     2. a mortgage as to which a customary representation or warranty made at
the time of transfer to the REMIC pool has been breached;

     3. a mortgage that was fraudulently procured by the mortgagor; and

     4. a mortgage that was not in fact principally secured by real property
(but only if the mortgage is disposed of within 90 days of discovery).

     A mortgage loan that is defective as described in clause 4 in the
immediately preceding sentence that is not sold or, if within two years of the
startup day, exchanged, within 90 days of discovery, ceases to be a qualified
mortgage after that 90-day period. A qualified mortgage includes any asset
described above that is transferred to the REMIC pool on the startup day in
exchange for regular certificates or residual certificates, or that is purchased
by the REMIC pool within three months after the startup day pursuant to a fixed
price contract in effect on the startup day.

     Permitted investments include cash flow investments, qualified reserve
assets, and foreclosure property. A cash flow investment is an investment,
earning a return in the nature of interest, of amounts received on or with
respect to qualified mortgages for a temporary period, not exceeding 13 months,
until distributed to holders of interests in the REMIC pool. A qualified reserve
asset is any intangible property (other than a REMIC residual interest) held for
investment that is part of any reasonably required reserve maintained by the
REMIC pool to provide for payments of expenses of the REMIC pool or amounts due
on the regular or residual interests in the event of defaults (including


                                       74



delinquencies) on the qualified mortgages, lower than expected reinvestment
returns, prepayment interest shortfalls and some other contingencies. In
addition, a reserve fund (limited to not more than 50% of the REMIC's initial
assets) may be used to provide a source of funds for the purchase of increases
in the balances of qualified mortgage pursuant to their terms. The reserve fund
will be disqualified if more than 30% of the gross income from the assets in the
fund for the year is derived from the sale or other disposition of property held
for less than three months, unless required to prevent a default on the regular
interests caused by a default on one or more qualified mortgages. A reserve fund
must be reduced "promptly and appropriately" as payments on the mortgage loans
are received. Foreclosure property is real property acquired by the REMIC pool
in connection with the default or imminent default of a qualified mortgage.
Foreclosure property generally may not be held beyond the close of the third
calendar year following the acquisition of the property by a REMIC pool, with
possible extensions granted by the Internal Revenue Service of up to an
additional three years.

     In addition to the foregoing requirements, the various interests in a REMIC
pool also must meet certain requirements. All of the interests in a REMIC pool
must be either of the following:

     o    one or more classes of regular interests; or

     o    a single class of residual interests on which distributions, if any,
          are made pro rata.

     A regular interest is an interest in a REMIC pool that is issued on the
startup day with fixed terms, is designated as a regular interest, and
unconditionally entitles the holder to receive a specified principal amount, or
other similar amount, and provides that interest payments, or other similar
amounts, if any, at or before maturity either are payable based on a fixed rate
or a qualified variable rate, or consist of a specified, nonvarying portion of
the interest payments on qualified mortgages. The specified portion may consist
of a fixed number of basis points, a fixed percentage of the total interest, or
a fixed or qualified variable or inverse variable rate on some or all of the
qualified mortgages minus a different fixed or qualified variable rate. The
specified principal amount of a regular interest that provides for interest
payments consisting of a specified, nonvarying portion of interest payments on
qualified mortgages may be zero. A regular interest in a REMIC pool may have
payments of principal that are subordinated to payments on other regular
interests or the residual interest in the REMIC pool, and that are dependent on
the absence of defaults or delinquencies on qualified mortgages or permitted
investments, lower than reasonably expected returns on permitted investments,
unanticipated expenses incurred by the REMIC pool or prepayment interest
shortfalls. A REMIC pool may issue multiple classes of regular interests.

     A residual interest is an interest in a REMIC pool other than a regular
interest that is issued on the startup day and that is designated as a residual
interest. A REMIC may issue only one class of residual interests on which
distributions, if any, are made pro rata.

     If an entity, such as the REMIC pool, fails to comply with one or more of
the ongoing requirements of the Internal Revenue Code for REMIC status during
any taxable year, the Internal Revenue Code provides that the entity will not be
treated as a REMIC for that year and thereafter. In this event, an entity with
multiple classes of ownership interests may be treated as a separate association
taxable as a corporation under Treasury regulations, and the regular
certificates may be treated as equity interests therein. The Internal Revenue
Code, however, authorizes the Treasury Department to issue regulations that
address situations where failure to meet one or more of the requirements for
REMIC status occurs inadvertently and in good faith, and disqualification of the
REMIC pool would occur absent regulatory relief. You should be aware, however,
that the Conference Committee Report to the Tax Reform Act of 1986 (the "1986
Act") indicates that the relief may be accompanied by sanctions, such as the
imposition of a corporate tax on all or a portion of the REMIC pool's income for
the period of time in which the requirements for REMIC status are not satisfied.

TAXATION OF REGULAR CERTIFICATES

     General. A regular interest will be treated as a newly originated debt
instrument for federal income tax purposes. In general, interest and original
issue discount on a regular certificate will be treated as ordinary income to a
holder of the regular certificate as they accrue, and principal payments on a
regular certificate in excess of accrued market discount will be treated as a
return of capital to the extent of the regular certificateholder's basis in the
regular certificate. Regular certificateholders must use the accrual method of
accounting with regard to regular certificates, regardless of the method of
accounting otherwise used by the regular certificateholders.


                                       75



     Original Issue Discount. Accrual certificates, interest only, and
principal-only certificates will be, and other Classes of regular certificates
may be, issued with original issue discount within the meaning of Internal
Revenue Code Section 1273(a). Holders of any Class of regular certificates
having original issue discount generally must include original issue discount in
ordinary income for federal income tax purposes as it accrues, in accordance
with the constant yield method that takes into account the compounding of
interest, in advance of receipt of the cash attributable to the income. The
following discussion is based in part on Treasury regulations under Internal
Revenue Code Sections 1271 through 1273 and 1275 and in part on the provisions
of the 1986 Act, referred to in this document as OID regulations. Regular
certificateholders should be aware, however, that the OID regulations do not
adequately address some issues relevant to prepayable securities, such as the
regular certificates. To the extent the issues are not addressed in the
regulations, we intend to apply the methodology described in the Conference
Committee Report to the 1986 Act. No assurance can be provided that the Service
will not take a different position as to those matters not currently addressed
by the OID regulations. Moreover, the OID regulations include an anti-abuse rule
allowing the Service to apply or depart from the OID regulations where necessary
or appropriate to ensure a reasonable tax result in light of the applicable
statutory provisions. A tax result will not be considered unreasonable under the
anti-abuse rule in the absence of a substantial effect on the present value of a
taxpayer's tax liability. You are advised to consult your own tax advisors as to
the discussion in this prospectus and the appropriate method for reporting
interest and original issue discount with respect to the regular certificates.

     Each regular certificate will be treated as a single installment obligation
for purposes of determining the original issue discount includible in a regular
certificateholder's income. The total amount of original issue discount on a
regular certificate is the excess of the stated redemption price at maturity of
the regular certificate over its issue price. The issue price of a Class of
regular certificates offered pursuant to this prospectus generally is the first
price at which a substantial amount of regular certificates of that class is
sold to the public, excluding bond houses, brokers and underwriters. Although
unclear under the OID regulations, we intend to treat the issue price of a class
as to which there is no substantial sale as of the issue date or that is
retained by us as the fair market value of that Class as of the issue date. The
issue price of a regular certificate also includes the amount paid by an initial
regular certificateholder for accrued interest that relates to a period prior to
the issue date of the regular certificate, unless the regular certificateholder
elects on its federal income tax return to exclude that amount from the issue
price and to recover it on the first distribution date. The stated redemption
price at maturity of a regular certificate always includes the original
principal amount of the regular certificate, but generally will not include
distributions of stated interest if the interest distributions constitute
qualified stated interest. Under the OID regulations, qualified stated interest
generally means interest payable at a single fixed rate or a qualified variable
rate, as described below, provided that the interest payments are
unconditionally payable at intervals of one year or less during the entire term
of the regular certificate. Because there is no penalty or default remedy in the
case of nonpayment of interest with respect to a regular certificate, it is
possible that no interest on any Class of regular certificates will be treated
as qualified stated interest. However, except as provided in the following three
sentences or in the applicable prospectus supplement, because the underlying
mortgage loans provide for remedies in the event of default, we intend to treat
interest with respect to the regular certificates as qualified stated interest.
Distributions of interest on an accrual certificate, or on other regular
certificates with respect to which deferred interest will accrue, will not
constitute qualified stated interest, in which case the stated redemption price
at maturity of the regular certificates includes all distributions of interest
as well as principal thereon. Likewise, we intend to treat an interest only
class, or a class on which interest is substantially disproportionate to its
principal amount, as having no qualified stated interest. Where the interval
between the issue date and the first distribution date on a regular certificate
is shorter than the interval between subsequent distribution dates, the interest
attributable to the additional days will be included in the stated redemption
price at maturity.

     Under a de minimis rule, original issue discount on a regular certificate
will be considered to be zero if the original issue discount is less than 0.25%
of the stated redemption price at maturity of the regular certificate multiplied
by the weighted average maturity of the regular certificate. For this purpose,
the weighted average maturity of the regular certificate is computed as the sum
of the amounts determined by multiplying the number of full years (i.e.,
rounding down partial years) from the issue date until all distributions in
reduction of are scheduled to be made, presumably taking into account the
prepayment assumption, by a fraction, the numerator of which is the amount of
each distribution included in the stated redemption price at maturity of the
regular certificate and the denominator of which is the stated redemption price
at maturity of the regular certificate. The Conference Committee Report to the
1986 Act provides that the schedule of the distributions should be determined in
accordance with the assumed rate of prepayment of the mortgage loans and the
anticipated reinvestment rate, if any,


                                       76



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 the income will be capital gain if
the regular certificate is held as a capital asset. However, under the OID
regulations, regular certificateholders may elect to accrue all de minimis
original issue discount as well as market discount and market premium under the
constant yield method.

     For additional information regarding an election to treat interest under
the constant yield method, you should review the section in this prospectus
titled "--Election to Treat All Interest Under the Constant Yield Method."

     A regular certificateholder generally must include in gross income for any
taxable year the sum of the daily portions, as defined below, of the original
issue discount on the regular certificate accrued during an accrual period for
each day on which it holds the regular certificate, including the date of
purchase but excluding the date of disposition. We will treat the monthly period
ending on the day before each distribution date as the accrual period. With
respect to each regular certificate, a calculation will be made of the original
issue discount that accrues during each successive full accrual period, or
shorter period from the date of original issue, that ends on the day before the
related distribution date on the regular certificate. The Conference Committee
Report to the 1986 Act states that the rate of accrual of original issue
discount is intended to be based on the prepayment assumption. Other than as
discussed below with respect to a random lot certificate, the original issue
discount accruing in a full accrual period would be the excess, if any, of:

     (a) the sum of:

          o    the present value of all of the remaining distributions to be
               made on the regular certificate as of the end of that accrual
               period that are included in the regular certificate's stated
               redemption price at maturity; and

          o    the distributions made on the regular certificate during the
               accrual period that are included in the regular certificate's
               stated redemption price at maturity;

     over:

     (b) the adjusted issue price of the regular certificate at the beginning of
the accrual period.

     The present value of the remaining distributions referred to in the
preceding sentence is calculated based on:

     o    the yield to maturity of the regular certificate at the issue date;

     o    events, including actual prepayments, that have occurred prior to the
          end of the accrual period; and

     o    the prepayment assumption.

     For these purposes, the adjusted issue price of a regular certificate at
the beginning of any accrual period equals the issue price of the regular
certificate, increased by the aggregate amount of original issue discount with
respect to the regular certificate that accrued in all prior accrual periods and
reduced by the amount of distributions included in the regular certificate's
stated redemption price at maturity that were made on the regular certificate in
those prior periods. The original issue discount accruing during any accrual
period (as determined in this paragraph) will then be divided by the number of
days in the period to determine the daily portion of original issue discount for
each day in the period. With respect to an initial accrual period shorter than a
full accrual period, the daily portions of original issue discount must be
determined according to an appropriate allocation under any reasonable method.

     Under the method described above, the daily portions of original issue
discount required to be included in income by a regular certificateholder
generally will increase to take into account prepayments on the regular
certificates as a result of prepayments on the mortgage loans that exceed the
prepayment assumption. The daily portions generally will decrease, but not below
zero for any period, if the prepayments are slower than the prepayment
assumption. An increase in prepayments on the mortgage loans with respect to a
series of regular certificates can result in both a change in the priority of
principal payments with respect to some classes of regular


                                       77



certificates and either an increase or decrease in the daily portions of
original issue discount with respect to the regular certificates.

     The Treasury Department 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 dates, such that the period
over which original issue discount accrues coincides with the period over which
the right of regular certificateholders to interest payment accrues under the
governing contract provisions rather than over the period between distribution
dates. If the proposed regulations are adopted in the same form as proposed,
regular certificateholders would be required to accrue interest from the issue
date to the first record date, but would not be required to accrue interest
after the last record date. The proposed regulations are limited to 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 acquisition premium
under the constant yield method, as described below under the heading
"--Election to Treat All Interest Under the Constant Yield Method."

     Variable Rate Regular Certificates. Regular certificates may provide for
interest based on a variable rate. Under the OID regulations, interest is
treated as payable at a variable rate if, generally:

     o    the issue price does not exceed the original principal balance by more
          than a specified de minimis amount; and

     o    the interest compounds or is payable at least annually at current
          values of;

     o    one or more qualified floating rates;

     o    a single fixed rate and one or more qualified floating rates;

     o    a single objective rate; or

     o    a single fixed rate and a single objective rate that is a qualified
          inverse floating rate.

     A floating rate is a qualified floating rate if variations in the rate can
reasonably be expected to measure contemporaneous variations in the cost of
newly borrowed funds. Two or more qualified floating rates will be treated as a
single qualified floating rate if all the qualified floating rates can
reasonably be expected to have approximately the same values throughout the
terms of the instrument. This requirement will be conclusively presumed to be
satisfied if the values of all the qualified floating rates are within 0.25% of
each other on the issue date. An objective rate (other than a qualified floating
rate) is a rate that is determined using a single fixed formula and that is
based on objective financial or economic information, provided that the
information is not within the control of the issuer or a related party or unique
to the circumstances of the issuer or a related party. A qualified inverse
floating rate is an objective rate that is equal to a fixed rate minus a
qualified floating rate that inversely reflects contemporaneous variations in
the cost of newly borrowed funds. An inverse floating rate that is not a
qualified floating rate may nevertheless be an objective rate. A class of
regular certificates may be issued under this Prospectus that does not have a
variable rate under the OID regulations. For example, a class may be issued that
bears different rates at different times during the period it is outstanding
such that it is considered significantly front-loaded or back-loaded within the
meaning of the OID regulations. It is possible that the class may be considered
to bear contingent interest within the meaning of the OID regulations. The OID
regulations, as they relate to the treatment of contingent interest, are by
their terms not applicable to regular certificates. However, if final
regulations dealing with contingent interest with respect to regular
certificates apply the same principles as the OID regulations, the final
regulations may lead to different timing of income inclusion than would be the
case under the OID regulations. Furthermore, application of those principles
could lead to the characterization of gain on the sale of contingent interest
regular certificates as ordinary income. You should consult your tax advisors
regarding the


                                       78



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 floating-rate certificate qualifies
as a regular interest in a REMIC if:

     o    it bears a rate that qualifies as a variable rate under the OID
          regulations:

          o    that is tied to current values of a variable rate (or the
               highest, lowest or average of two or more variable rates),
               including a rate based on the average cost of funds of one or
               more financial institutions, or a positive or negative multiple
               of the rate (plus or minus a specified number of basis points);
               or

          o    that represents a weighted average of rates on some or all of the
               mortgage loans which bear interest at a fixed rate or at a
               qualifying variable rate under the REMIC regulations, including
               the rate that is subject to one or more caps or floors;

     or:

     o    it bears one or more variable rates for one or more periods or one or
          more fixed rates for one or more periods, and a different variable
          rate or fixed rate for other periods.

     Accordingly, unless otherwise indicated in the applicable prospectus
supplement, we intend to treat regular certificates that qualify as regular
interests under this rule in the same manner as obligations bearing a variable
rate for original issue discount reporting purposes.

     The amount of original issue discount with respect to a regular certificate
bearing a variable rate of interest will accrue in the manner described above
under "--Original Issue Discount" with the yield to maturity and future payments
on that regular certificate generally to be determined by assuming that interest
will be payable for the life of the regular certificate based on the initial
rate. Unless otherwise specified in the applicable prospectus supplement, we
intend to treat variable interest as qualified stated interest, other than
variable interest on an interest-only or super-premium Class, which will be
treated as non-qualified stated interest includible in the stated redemption
price at maturity. Ordinary income reportable for any period will be adjusted
based on subsequent changes in the applicable interest rate index.

     Although unclear under the OID regulations, unless required otherwise by
applicable final regulations, we intend to treat regular certificates bearing an
interest rate that is a weighted average of the net interest rates on mortgage
loans or mortgage certificates having fixed or adjustable rates, as having
qualified stated interest. The yield on the regular certificates for purposes of
accruing original issue discount will be a hypothetical fixed rate based on the
fixed rates, in the case of fixed rate mortgage loans, and initial indexed
rates, in the case of adjustable rate mortgage loans. In the case of adjustable
rate mortgage loans, the applicable index used to compute interest on the
mortgage loans in effect on the issue date, will be deemed to be in effect
beginning with the period in which the first weighted average adjustment date
occurring after the issue date occurs. Adjustments will be made in each accrual
period either increasing or decreasing the amount of ordinary income reportable
to reflect the actual pass-through rate on the regular certificates.

     Deferred Interest. Under the OID regulations, all interest on a regular
certificate as to which there may be Deferred Interest is includible in the
stated redemption price at maturity. Accordingly, any Deferred Interest that
accrues with respect to a class of regular certificates will constitute income
to the holders of those regular certificates prior to the time distributions of
cash with respect to the Deferred Interest are made.

     Market Discount. A purchaser of a regular certificate also may be subject
to the market discount rules of Internal Revenue Code Sections 1276 through
1278. Under these Internal Revenue Code sections and the principles applied by
the OID regulations in the context of original issue discount, market discount
is the amount by which the purchaser's original basis in the regular
certificate:

     o    is exceeded by the then-current principal amount of the regular
          certificate; or


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     o    in the case of a regular certificate having original issue discount,
          is exceeded by the adjusted issue price of the regular certificate at
          the time of purchase.

     The purchaser generally will be required to recognize ordinary income to
the extent of accrued market discount on the regular certificate as
distributions includible in its stated redemption price at maturity are
received, in an amount not exceeding any related distribution. The market
discount would accrue in a manner to be provided in Treasury regulations and
should take into account the prepayment assumption.

     The Conference Committee Report to the 1986 Act provides that until the
Treasury regulations are issued, market discount would accrue either:

     o    on the basis of a constant interest rate or

     o    in the ratio of stated interest allocable to the relevant period to
          the sum of the interest for that period plus the remaining interest as
          of the end of the period, or in the case of a regular certificate
          issued with original issue discount, in the ratio of original issue
          discount accrued for the relevant period to the sum of the original
          issue discount accrued for that period plus the remaining original
          issue discount as of the end of that period.

     The purchaser also generally will be required to treat a portion of any
gain on a sale or exchange of the regular certificate as ordinary income to the
extent of the market discount accrued to the date of disposition under one of
the foregoing methods, less any accrued market discount previously reported as
ordinary income as partial distributions in reduction of the stated redemption
price at maturity were received. The purchaser will be required to defer
deduction of a portion of the excess of the interest paid or accrued on
indebtedness incurred to purchase or carry a regular certificate over the
interest distributable on that certificate. The deferred portion of the interest
expense in any taxable year generally will not exceed the accrued market
discount on the regular certificate for that year. Any deferred interest expense
is, in general, allowed as a deduction not later than the year in which the
related market discount income is recognized or the regular certificate is
disposed of. As an alternative to the inclusion of market discount in income on
the foregoing basis, the regular certificateholder may elect to include market
discount in income currently as it accrues on all market discount instruments
acquired by that regular certificateholder in that taxable year or thereafter,
in which case the interest deferral rule will not apply.

     For additional information, you should also review the section in this
prospectus titled "--Election to Treat All Interest Under the Constant Yield
Method" below regarding an alternative manner in which the election may be
deemed to be made.

     Market discount with respect to a regular certificate will be considered to
be de minimis if the market discount is less than 0.25% of the remaining stated
redemption price at maturity of that regular certificate multiplied by the
weighted average maturity of the regular certificate (determined as described
above in the third paragraph under "--Original Issue Discount") remaining after
the date of purchase, presumably taking into account prepayment assumptions. It
appears that de minimis market discount should be reported in a manner similar
to de minimis original issue discount. See "--Original Issue Discount" above.
Treasury regulations implementing the market discount rules have not yet been
issued, and therefore investors should consult their own tax advisors regarding
the application of these rules. You should also consult Revenue Procedure 92-67
concerning the elections to include market discount in income currently and to
accrue market discount on the basis of the constant yield method.

     Premium. A regular certificate purchased at a cost, excluding any portion
of such cost attributable to accrued qualified stated interest, greater than its
remaining stated redemption price at maturity generally is considered to be
purchased at a premium. If the regular certificateholder holds the regular
certificate as a capital asset within the meaning of Internal Revenue Code
Section 1221, the regular certificateholder may elect under Internal Revenue
Code Section 171 to amortize the premium under the constant yield method. If
made, such an election will apply to all debt instruments having amortizable
bond premium that the holder owns or subsequently acquires. The OID regulations
also permit certificateholders to elect to include all interest, discount and
premium in income based on a constant yield method, further treating the
certificateholder as having made the election to amortize premium generally. The
1986 Act indicates a Congressional intent that the same rules that will apply to
the accrual of market discount on installment obligations will also apply to
amortizing bond premium under Internal Revenue Code Section 171 on installment
obligations such as the regular certificates, although it is unclear whether the
alternatives


                                       80



to the constant yield method described above under "--Market Discount" are
available. Amortizable bond premium will be treated as an offset to interest
income on a regular certificate rather than as a separate deduction item.

     For additional information, you should also review the section in this
prospectus titled "--Election to Treat All Interest Under the Constant Yield
Method" below regarding an alternative manner in which the Internal Revenue Code
Section 171 election may be deemed to be made.

     Election to Treat All Interest Under the Constant Yield Method. A holder of
a debt instrument such as a regular certificate may elect to treat all interest
that accrues on the instrument using the constant yield method, with none of the
interest being treated as qualified stated interest. For purposes of applying
the constant yield method to a debt instrument subject to such an election:

     o    interest includes stated interest, original issue discount, de minimis
          original issue discount, market discount and de minimis market
          discount, as adjusted by any amortizable bond premium or acquisition
          premium; and

     o    the debt instrument is treated as if the instrument were issued on the
          holder's acquisition date in the amount of the holder's adjusted basis
          immediately after acquisition.

     It is unclear whether, for this purpose, the initial prepayment assumption
would continue to apply or if a new prepayment assumption as of the date of the
holder's acquisition would apply. A holder generally may make an election on an
instrument by instrument basis or for a class or group of debt instruments.
However, if the holder makes such an election with respect to a debt instrument
with amortizable bond premium or with market discount, the holder is deemed to
have made elections to amortize bond premium or to report market discount income
currently as it accrues under the constant yield method, respectively, for all
debt instruments acquired by the holder in the same taxable year or thereafter.
The election is made on the holder's federal income tax return for the year in
which the debt instrument is acquired and is irrevocable except with the
approval of the Service. You should consult your own tax advisors regarding the
advisability of making such an election.

     Sale or Exchange of Regular Certificates. If a regular certificateholder
sells or exchanges a regular certificate, the regular certificateholder will
recognize gain or loss equal to the difference, if any, between the amount
realized and its adjusted basis in the regular certificate. The adjusted basis
of a regular certificate generally will equal the cost of the regular
certificate to the seller, increased by any original issue discount or market
discount previously included in the seller's gross income with respect to the
regular certificate and reduced by amounts included in the stated redemption
price at maturity of the regular certificate that were previously received by
the seller, by any amortized premium and by previously recognized losses.

     Except as described above with respect to market discount, and except as
provided in this paragraph, any gain or loss on the sale or exchange of a
regular certificate realized by an investor who holds the regular certificate as
a capital asset will be capital gain or loss and will be long-term or short-term
depending on whether the regular certificate has been held for the long-term
capital gain holding period, currently more than one year. The gain will be
treated as ordinary income in the following instances:

     o    if a regular certificate is held as part of a conversion transaction
          as defined in Internal Revenue Code Section 1258(c), up to the amount
          of interest that would have accrued on the regular certificateholder's
          net investment in the conversion transaction at 120% of the
          appropriate applicable Federal rate under Internal Revenue Code
          Section 1274(d) in effect at the time the taxpayer entered into the
          transaction minus any amount previously treated as ordinary income
          with respect to any prior distribution of property that was held as a
          part of the transaction;

     o    in the case of a non-corporate taxpayer, to the extent the taxpayer
          has made an election under Internal Revenue Code Section 163(d)(4) to
          have net capital gains taxed as investment income at ordinary rates;
          or

     o    to the extent that the gain does not exceed the excess, if any, of:

          o    the amount that would have been includible in the gross income of
               the holder if its yield on the regular certificate were 110% of
               the applicable Federal rate as of the date of purchase; over


                                       81



          o    the amount of income actually includible in the gross income of
               the holder with respect to the regular certificate.

     In addition, gain or loss recognized from the sale of a regular certificate
by banks or thrift institutions will be treated as ordinary income or loss
pursuant to Internal Revenue Code Section 582(c). Capital gains of non-corporate
taxpayers are subject to a lower maximum tax rate than is the ordinary income of
those taxpayers. The maximum tax rate for corporations is the same with respect
to both ordinary income and capital gains.

     Holders that recognize a loss on a sale or exchange of a regular
certificate for federal income tax purposes in excess of certain threshold
amounts should consult their tax advisors as to the need to file IRS Form 8886
(disclosing certain potential tax shelters) on their federal income tax returns.

     Treatment of Losses. Holders of regular certificates will be required to
report income with respect to regular certificates on the accrual method of
accounting, without giving effect to delays or reductions in distributions
attributable to defaults or delinquencies on the mortgage loans allocable to a
particular class of regular certificates, except to the extent it can be
established that the losses are uncollectible. Accordingly, the holder of a
regular certificate may have income, or may incur a diminution in cash flow as a
result of a default or delinquency, but may not be able to take a deduction
(subject to the discussion below) for the corresponding loss until a subsequent
taxable year. In this regard, you are cautioned that while you may generally
cease to accrue interest income if it reasonably appears that the interest will
be uncollectible, the Service may take the position that original issue discount
must continue to be accrued in spite of its uncollectibility until the debt
instrument is disposed of in a taxable transaction or becomes worthless in
accordance with the bad debt rules of Internal Revenue Code Section 166. Under
Internal Revenue Code Section 166, it appears that holders of regular
certificates that are corporations or that otherwise hold the regular
certificates in connection with a trade or business should in general be allowed
to deduct as an ordinary loss any loss sustained during the taxable year on
account of any regular certificates becoming wholly or partially worthless. In
general, holders of regular certificates that are not corporations and do not
hold the regular certificates in connection with a trade or business will be
allowed to deduct as a short-term capital loss any loss with respect to
principal sustained during the taxable year on account of a portion of any class
or subclass of the regular certificates becoming wholly worthless. Although the
matter is not free from doubt, non-corporate holders of regular certificates
should be allowed a bad debt deduction at the time as the principal balance of
any class or subclass of the regular certificates is reduced to reflect losses
resulting from any liquidated mortgage loans. The Service, however, could take
the position that non-corporate holders will be allowed a bad debt deduction to
reflect those losses only after all mortgage loans remaining in the trust fund
have been liquidated or the class of regular certificates has been otherwise
retired. The Service could also assert that losses on the regular certificates
are deductible based on some other method that may defer the deductions for all
holders, such as reducing future cash flow for purposes of computing original
issue discount. This may have the effect of creating negative original issue
discount which would be deductible only against future positive original issue
discount or otherwise upon termination of the class. Holders of regular
certificates are urged to consult their own tax advisors regarding the
appropriate timing, amount and character of any loss sustained with respect to
the regular certificates. While losses attributable to interest previously
reported as income should be deductible as ordinary losses by both corporate and
non-corporate holders, the Service may take the position that losses
attributable to accrued original issue discount may only be deducted as
short-term capital losses by non-corporate holders not engaged in a trade or
business. Special loss rules are applicable to banks and thrift institutions,
including rules regarding reserves for bad debts. You are advised to consult
your tax advisors regarding the treatment of losses on regular certificates.

TAXATION OF RESIDUAL CERTIFICATES

     Taxation of REMIC Income. Generally, the daily portions of REMIC taxable
income or net loss will be includible as ordinary income or loss in determining
the federal taxable income of holders of residual certificates, and will not be
taxed separately to the REMIC pool. The daily portions of REMIC taxable income
or net loss of a residual certificateholder are determined by allocating the
REMIC pool's taxable income or net loss for each calendar quarter ratably to
each day in the quarter and by allocating the daily portion among the residual
certificateholders in proportion to their respective holdings of residual
certificates in the REMIC pool on the day. REMIC taxable income is generally
determined in the same manner as the taxable income of an individual using the
accrual method of accounting, except for the following:


                                       82



     o    the limitations on deductibility of investment interest expense and
          expenses for the production of income do not apply;

     o    all bad loans will be deductible as business bad debts; and

     o    the limitation on the deductibility of interest and expenses related
          to tax-exempt income will apply.

     The REMIC pool's gross income includes interest, original issue discount
income and market discount income, if any, on the mortgage loans, reduced by
amortization of any premium on the mortgage loans, plus income from amortization
of issue premium, if any, on the regular certificates, plus income on
reinvestment of cash flows and reserve assets, plus any cancellation of
indebtedness income upon allocation of realized losses to the regular
certificates. The REMIC pool's deductions include interest and original issue
discount expense on the regular certificates, servicing fees on the mortgage
loans, other administrative expenses of the REMIC pool and realized losses on
the mortgage loans. The requirement that residual certificateholders report
their pro rata share of taxable income or net loss of the REMIC pool will
continue until there are no certificates of any class of the related series
outstanding.

     The taxable income recognized by a residual certificateholder in any
taxable year will be affected by, among other factors, the relationship between
the timing of recognition of interest and original issue discount or market
discount income or amortization of premium with respect to the mortgage loans,
on the one hand, and the timing of deductions for interest (including original
issue discount) on the regular certificates or income from amortization of issue
premium on the regular certificates, on the other hand. In the event that an
interest in the mortgage loans is acquired by the REMIC pool at a discount, and
one or more of the mortgage loans is prepaid, the residual certificateholder may
recognize taxable income without being entitled to receive a corresponding
amount of cash because the prepayment may be used in whole or in part to make
distributions in reduction of principal on the regular certificates and the
discount on the mortgage loans which is includible in income may exceed the
deduction allowed upon the distributions on those regular certificates on
account of any unaccrued original issue discount relating to those regular
certificates. When there is more than one class of regular certificates that
distribute principal sequentially, this mismatching of income and deductions is
particularly likely to occur in the early years following issuance of the
regular certificates when distributions in reduction of principal are being made
in respect of earlier classes of regular certificates to the extent that those
classes are not issued with substantial discount. If taxable income attributable
to the mismatching is realized, in general, losses would be allowed in later
years as distributions on the later classes of regular certificates are made.
Taxable income may also be greater in earlier years than in later years as a
result of the fact that interest expense deductions, expressed as a percentage
of the outstanding principal amount of the series of regular certificates, may
increase over time as distributions in reduction of principal are made on the
lower yielding classes of regular certificates, whereas to the extent that the
REMIC pool includes fixed rate mortgage loans, interest income with respect to
any given mortgage loan will remain constant over time as a percentage of the
outstanding principal amount of that loan. Consequently, residual
certificateholders must have sufficient other sources of cash to pay any
federal, state or local income taxes due as a result of the mismatching. In
general, unrelated deductions will not be available to offset some or all of
such "phantom" income, as discussed below under "--Limitations on Offset or
Exemption of REMIC Income." The timing of the mismatching of income and
deductions described in this paragraph, if present with respect to a series of
certificates, may have a significant adverse effect upon the residual
certificateholder's after-tax rate of return. In addition, a residual
certificateholder's taxable income during some periods may exceed the income
reflected by the residual certificateholder for the periods in accordance with
generally accepted accounting principles. You should consult your own
accountants concerning the accounting treatment of your investment in residual
certificates.

     Basis and Losses. The amount of any net loss of the REMIC pool that may be
taken into account by the residual certificateholder is limited to the adjusted
basis of the residual certificate as of the close of the quarter (or time of
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


                                       83



certificateholder as to whom the loss was disallowed and may be used by the
residual certificateholder only to offset any income generated by the same REMIC
pool.

     A residual certificateholder will not be permitted to amortize directly the
cost of its residual certificate as an offset to its share of the taxable income
of the related REMIC pool. However, that taxable income will not include cash
received by the REMIC pool that represents a recovery of the REMIC pool's basis
in its assets. The recovery of basis by the REMIC pool will have the effect of
amortization of the issue price of the residual certificates over their life.
However, in view of the possible acceleration of the income of residual
certificateholders described above under "Taxation of REMIC Income", the period
of time over which the issue price is effectively amortized may be longer than
the economic life of the residual certificates.

     A residual certificate may have a negative value if the net present value
of anticipated tax liabilities exceeds the present value of anticipated cash
flows. The REMIC regulations appear to treat the issue price of a residual
interest as zero rather than the negative amount for purposes of determining the
REMIC pool's basis in its assets. Regulations have been issued addressing the
tax treatment of "inducement fees" received by transferees of no economic REMIC
residual interests. These regulations require inducement fees to be included in
income over a period reasonably related to the period in which the related REMIC
residual interest is expected to generate taxable income or net loss to its
holder. Under two safe harbor methods, inducement fees are permitted to be
included in income (a) in the same amounts and over the same period that the
taxpayer uses for financial reporting purposes, provided that such period is not
shorter than the period the REMIC is expected to generate taxable income, or (b)
ratably over the remaining anticipated weighted average life of all the regular
and residual interests issued by the REMIC, determined based on actual
distributions projected as remaining to be made on such interests under the
prepayment assumption. If a residual certificateholder sells or otherwise
disposes of its residual interest, any unrecognized portion of the inducement
fee generally is required to be taken into account at the time of the sale or
disposition. Prospective purchasers of REMIC residual certificates should
consult with their own tax advisors regarding the effect of these regulations.

     Further, to the extent that the initial adjusted basis of a residual
certificateholder (other than an original holder) in the residual certificate is
greater that the corresponding portion of the REMIC pool's basis in the mortgage
loans, the residual certificateholder will not recover a portion of the basis
until termination of the REMIC pool unless future Treasury regulations provide
for periodic adjustments to the REMIC income otherwise reportable by the holder.
The REMIC regulations currently in effect do not so provide.

     You should review the sections titled "--Treatment of Certain Items of
REMIC Income and Expense--Market Discount" below regarding the basis of mortgage
loans to the REMIC pool and "--Sale or Exchange of a Residual Certificate" below
regarding possible treatment of a loss upon termination of the REMIC pool as a
capital loss.

TREATMENT OF CERTAIN ITEMS OF REMIC INCOME AND EXPENSE

     Although we intend to compute REMIC income and expense in accordance with
the Internal Revenue Code and applicable regulations, the authorities regarding
the determination of specific items of income and expense are subject to
differing interpretations. We make no representation as to the specific method
that we will use for reporting income with respect to the mortgage loans and
expenses with respect to the regular certificates, and different methods could
result in different timing of reporting of taxable income or net loss to
residual certificateholders or differences in capital gain versus ordinary
income.

     Original Issue Discount and Premium. Generally, the REMIC pool's deductions
for original issue discount and income from amortization of issue premium will
be determined in the same manner as original issue discount income on regular
certificates as described above under "Taxation of Regular
Certificates--Original Issue Discount" and "--Variable Rate Regular
Certificates," without regard to the de minimis rule described therein, and
"--Premium."

     Deferred Interest. Any Deferred Interest that accrues with respect to any
adjustable rate mortgage loans held by the REMIC pool will constitute income to
the REMIC pool and will be treated in a manner similar to the Deferred Interest
that accrues with respect to regular certificates as described above under
"Taxation of Regular Certificates--Deferred Interest."


                                       84



     Market Discount. The REMIC pool will have market discount income in respect
of mortgage loans if, in general, the basis of the REMIC pool allocable to the
mortgage loans is exceeded by their unpaid principal balances. The REMIC pool's
basis in the mortgage loans is generally the fair market value of the mortgage
loans immediately after its transfer to the REMIC pool. The REMIC regulations
provide that the basis is equal in the aggregate to the issue prices of all
regular and residual interests in the REMIC pool, or its fair market value at
the Closing Date, in the case of a retained class. In respect of mortgage loans
that have market discount to which Internal Revenue Code Section 1276 applies,
the accrued portion of the market discount would be recognized currently as an
item of ordinary income in a manner similar to original issue discount,
regardless of whether any payments of amounts included in the stated redemption
price are received. The computation of accrued market discount income generally
should be made in the manner described above under "Taxation of Regular
Certificates--Market Discount."

     Premium. Generally, if the basis of the REMIC pool in the mortgage loans
exceeds their unpaid principal balances, the REMIC pool will be considered to
have acquired the mortgage loans at a premium equal to the amount of the excess.
As stated above, the REMIC pool's basis in mortgage loans is the fair market
value of the mortgage loans, based on the aggregate of the issue prices, or the
fair market value of retained Classes, of the regular and residual interests in
the REMIC pool immediately after their transfer to the REMIC pool. In a manner
analogous to the discussion above under "Taxation of Regular
Certificates--Premium," a REMIC pool that holds a mortgage loan as a capital
asset under Internal Revenue Code Section 1221 may elect under Internal Revenue
Code Section 171 to amortize premium on whole mortgage loans or mortgage loans
underlying MBS that were originated after September 27, 1985 or MBS that are
REMIC regular interests under the constant yield method. Amortizable bond
premium will be treated as an offset to interest income on the mortgage loans,
rather than as a separate deduction item. To the extent that the mortgagors with
respect to the mortgage loans are individuals, Internal Revenue Code Section 171
will not be available for premium on mortgage loans (including underlying
mortgage loans) originated on or prior to September 27, 1985. The allocation of
the premium pro rata among principal payments should be considered a reasonable
method; however, the Service may argue that the premium should be allocated in a
different manner, such as allocating the premium entirely to the final payment
of principal.

LIMITATIONS ON OFFSET OR EXEMPTION OF REMIC INCOME

     A portion, and often all, of the REMIC taxable income includible in
determining the federal income tax liability of a residual certificateholder
will be subject to special treatment. That portion, referred to as the excess
inclusion, is equal to the excess of REMIC taxable income for the calendar
quarter allocable to a residual certificate over the daily accruals for the
quarterly period of:

     o    120% of the long-term applicable Federal rate that would have applied
          to the residual certificate, if it were a debt instrument, on the
          startup day under Internal Revenue Code Section 1274(d); multiplied by

     o    the adjusted issue price of the residual certificate at the beginning
          of the quarterly period.

For this purpose, the adjusted issue price of a residual certificate at the
beginning of a quarter is the issue price of the residual certificate, plus the
amount of the daily accruals of REMIC income described in this paragraph for all
prior quarters, decreased by any distributions made with respect to that
residual certificate prior to the beginning of the quarterly period.
Accordingly, the portion of the REMIC pool's taxable income that will be treated
as excess inclusions will be a larger portion of the income as the adjusted
issue price of the residual certificates diminishes and all such taxable income
will be so treated if the adjusted issue price of the residual certificates is
zero.

     The portion of a residual certificateholder's REMIC taxable income
consisting of the excess inclusions generally may not be offset by other
deductions, including net operating loss carryforwards, on the residual
certificateholder's return. However, net operating loss carryforwards are
determined without regard to excess inclusion income. Further, if the residual
certificateholder is an organization subject to the tax on unrelated business
income imposed by Internal Revenue Code Section 511, the residual
certificateholder's excess inclusions will be treated as unrelated business
taxable income of that residual certificateholder for purposes of Internal
Revenue Code Section 511. In addition, REMIC taxable income is subject to 30%
withholding tax with respect to some persons who are not U.S. Persons, as
defined below under "--Tax-Related Restrictions on Transfer of Residual
Certificates--Foreign Investors", and its portion attributable to excess
inclusions is not eligible for any reduction in the rate of withholding tax, by
treaty or otherwise. See "--Taxation of Foreign Investors--Residual
Certificates"


                                       85



below. Finally, if a real estate investment trust or a regulated investment
company owns a residual certificate, a portion (allocated under Treasury
regulations yet to be issued) of dividends paid by the real estate investment
trust or a regulated investment company could not be offset by net operating
losses of its shareholders, would constitute unrelated business taxable income
for tax-exempt shareholders, and would be ineligible for reduction of
withholding to some persons who are not U.S. Persons.

     In addition, three rules determine the effect of excess inclusions on the
alternative minimum taxable income of a residual certificateholder. First,
alternative minimum taxable income for a residual certificateholder is
determined without regard to the special rule, discussed above, that taxable
income cannot be less than excess inclusions. Second, a residual
certificateholder's alternative minimum taxable income for a taxable year cannot
be less than the excess inclusions for the year. Third, the amount of any
alternative minimum tax net operating loss deduction must be computed without
regard to any excess inclusions. These rules have the effect of preventing
non-refundable tax credits reducing a taxpayer's income tax to an amount less
than the alternative minimum tax on excess inclusions.

TAX-RELATED RESTRICTIONS ON TRANSFER OF RESIDUAL CERTIFICATES

     Disqualified Organizations. If any legal or beneficial interest in a
residual certificate is transferred to a Disqualified Organization, a tax would
be imposed in an amount equal to the product of:

     o    the present value of the total anticipated excess inclusions with
          respect to the residual certificate for periods after the transfer;
          and

     o    the highest marginal federal income tax rate applicable to
          corporations.

The REMIC regulations provide that the anticipated excess inclusions are based
on actual prepayment experience to the date of the transfer and projected
payments based on the prepayment assumption. The present value rate equals the
applicable Federal rate under Internal Revenue Code Section 1274(d) as of the
date of the transfer for a term ending with the last calendar quarter in which
excess inclusions are expected to accrue. The tax generally would be imposed on
the transferor of the residual certificate, except that where the transfer is
through an agent (including a broker, nominee or other middleman) for a
Disqualified Organization, the tax would instead be imposed on the agent.
However, a transferor of a residual certificate would in no event be liable for
the tax with respect to a transfer if the transferee furnishes to the transferor
an affidavit that the transferee is not a Disqualified Organization and, as of
the time of the transfer, the transferor does not have actual knowledge that the
affidavit is false. The tax also may be waived by the Treasury Department if the
Disqualified Organization promptly disposes of the residual interest and the
transferor pays income tax at the highest corporate rate on the excess
inclusions for the period the residual certificate is actually held by the
Disqualified Organization.

     In addition, if a Pass-Through Entity has excess inclusion income with
respect to a residual certificate during a taxable year and a Disqualified
Organization is the record holder of an equity interest in the entity, then a
tax is imposed on the entity equal to the product of the amount of excess
inclusions on the residual certificate that are allocable to the interest in the
Pass-Through Entity during the period the interest is held by the Disqualified
Organization, and the highest marginal federal corporate income tax rate. The
tax would be deductible from the ordinary gross income of the Pass-Through
Entity for the taxable year. The Pass-Through Entity would not be liable for the
tax if it has received an affidavit from the record holder that it is not a
Disqualified Organization or stating the holder's taxpayer identification number
and, during the period the person is the record holder of the residual
certificate, the Pass-Through Entity does not have actual knowledge that the
affidavit is false.

     If an electing large partnership holds a residual certificate, all
interests in the electing large partnership are treated as held by Disqualified
Organizations for purposes of the tax imposed on Pass-Through Entities described
in the preceding paragraph. This tax on electing large partnerships must be paid
even if each record holder of an interest in that partnership provides the
affidavit mentioned in the prior paragraph.

     The pooling and servicing agreement with respect to a series of
certificates will provide that no legal or beneficial interest in a residual
certificate may be transferred unless the following occurs:

     o    the proposed transferee provides to the transferor and the trustee an
          affidavit providing its taxpayer identification number and stating
          that the transferee is the beneficial owner of the residual
          certificate, is not


                                       86



          a Disqualified Organization and is not purchasing the residual
          certificates on behalf of a Disqualified Organization (i.e., as a
          broker, nominee or middleman on its behalf); and

     o    the transferor provides a statement in writing to us and the trustee
          that it has no actual knowledge that the affidavit is false.

     Moreover, the pooling and servicing agreement will provide that any
attempted or purported transfer in violation of these transfer restrictions will
be null and void and will vest no rights in any purported transferee. Each
residual certificate with respect to a series will bear a legend referring to
the restrictions on transfer, and each residual certificateholder will be deemed
to have agreed, as a condition of ownership, to any amendments to the related
pooling and servicing agreement required under the Internal Revenue Code or
applicable Treasury regulations to effectuate the foregoing restrictions.
Information necessary to compute an applicable excise tax must be furnished to
the Service and to the requesting party within 60 days of the request, and we or
the trustee may charge a fee for computing and providing the information.

     Noneconomic Residual Interests. The REMIC regulations would disregard some
transfers of residual certificates, in which case the transferor would continue
to be treated as the owner of the residual certificates and thus would continue
to be subject to tax on its allocable portion of the net income of the REMIC
pool. Under the REMIC regulations, a transfer of a noneconomic residual
interest, as defined below, to a residual certificateholder, other than a
residual certificateholder who is not a U.S. Person, is disregarded for all
federal income tax purposes if a significant purpose of the transferor is to
impede the assessment or collection of tax. A residual interest in a REMIC,
including a residual interest with a positive value at issuance, is a
noneconomic residual interest unless, at the time of the transfer:

     o    the present value of the expected future distributions on the residual
          interest at least equals the product of the present value of the
          anticipated excess inclusions and the highest corporate income tax
          rate in effect for the year in which the transfer occurs; and

     o    the transferor reasonably expects that the transferee will receive
          distributions from the REMIC at or after the time at which taxes
          accrue on the anticipated excess inclusions in an amount sufficient to
          satisfy the accrued taxes.

The anticipated excess inclusions and the present value rate are determined in
the same manner as set forth above under "--Disqualified Organizations." The
REMIC regulations explain that a significant purpose to impede the assessment or
collection of tax exists if the transferor, at the time of the transfer, either
knew or should have known that the transferee would be unwilling or unable to
pay taxes due on its share of the taxable income of the REMIC. A safe harbor is
provided if:

     o    the transferor conducted, at the time of the transfer, a reasonable
          investigation of the financial condition of the transferee and found
          that the transferee historically had paid its debts as they came due
          and found no significant evidence to indicate that the transferee
          would not continue to pay its debts as they came due in the future;

     o    the transferee represents to the transferor that it understands that,
          as the holder of the noneconomic residual interest, the transferee may
          incur tax liabilities in excess of cash flows generated by the
          interest and that the transferee intends to pay taxes associated with
          holding the residual interest as they become due; and

     o    the transferee represents that it will not cause the income with
          respect to the residual interest to be attributable to a foreign
          permanent establishment or fixed base, within the meaning of an
          applicable income tax treaty, of a transferee or of any other United
          States Person.

The pooling and servicing agreement with respect to each series of certificates
will require the transferee of a residual certificate to certify to the matters
in the preceding sentence as part of the affidavit described above under the
heading "--Disqualified Organizations." The transferor must have no actual
knowledge or reason to know that the statements are false.


                                       87



     In addition to the three conditions set forth above for the transferor of a
noneconomic residual interest to be presumed not to have knowledge that the
transferee would be unwilling or unable to pay taxes due on its share of the
taxable income of the REMIC, a fourth requirement must be satisfied in one of
two alternative ways. The first way such fourth requirement may be satisfied is
that the present value of the anticipated tax liabilities associated with
holding the noneconomic residual interest not exceed the sum of:

     o    the present value of any consideration given to the transferee to
          acquire the interest;

     o    the present value of the expected future distributions on the
          interest; and

     o    the present value of the anticipated tax savings associated with
          holding the interest as the REMIC generates losses.

For purposes of the computations under this alternative, the transferee is
assumed to pay tax at the highest corporate tax rate (currently 35%) or, in
certain circumstances, the alternative minimum tax rate. Further, present values
generally are computed using a discount rate equal to the short-term Federal
rate set forth in Internal Revenue Code Section 1274(d) at the time of the
transfer and the compounding method of the transferee.

The second way such fourth requirement may be satisfied is:

     o    the transferee must be a domestic "C" corporation (other than a
          corporation exempt from taxation or a regulated investment company or
          real estate investment trust) that meets certain gross and net asset
          tests (generally, $100 million of gross assets and $10 million of net
          assets for the current year and the two preceding fiscal years,
          excluding certain related party obligations);

     o    the transferee must agree in writing that it will transfer the
          residual interest only to a subsequent transferee that is an eligible
          corporation and meets the requirements for this safe harbor transfer;
          and

     o    the facts and circumstances known to the transferor on or before the
          date of the transfer must not reasonably indicate that the taxes
          associated with ownership of the residual interest will not be paid by
          the transferee.

     Foreign Investors. The REMIC regulations provide that the transfer of a
residual certificate that has tax avoidance potential to a foreign person will
be disregarded for all federal tax purposes. This rule appears intended to apply
to a transferee who is not a U.S. Person, unless the transferee's income is
effectively connected with the conduct of a trade or business within the United
States. A residual certificate is deemed to have tax avoidance potential unless,
at the time of the transfer:

     o    the future value of expected distributions equals at least 30% of the
          anticipated excess inclusions after the transfer; and

     o    the transferor reasonably expects that the transferee will receive
          sufficient distributions from the REMIC pool at or after the time at
          which the excess inclusions accrue and prior to the end of the next
          succeeding taxable year for the accumulated withholding tax liability
          to be paid.

If the non-U.S. Person transfers the residual certificate back to a U.S. Person,
the transfer will be disregarded and the foreign transferor will continue to be
treated as the owner unless arrangements are made so that the transfer does not
have the effect of allowing the transferor to avoid tax on accrued excess
inclusions.

     The prospectus supplement relating to a series of certificates may provide
that a residual certificate may not be purchased by or transferred to any person
that is not a U.S. Person or may describe the circumstances and restrictions
pursuant to which the transfer may be made.

SALE OR EXCHANGE OF A RESIDUAL CERTIFICATE

     Upon the sale or exchange of a residual certificate, the residual
certificateholder will recognize gain or loss equal to the excess, if any, of
the amount realized over the adjusted basis, as described above under "Taxation
of


                                       88



Residual Certificates--Basis and Losses," of the residual certificateholder
in the residual certificate at the time of the sale or exchange. In addition to
reporting the taxable income of the REMIC pool, a residual certificateholder
will have taxable income to the extent that any cash distribution to it from the
REMIC pool exceeds the adjusted basis on that distribution date. The income will
be treated as gain from the sale or exchange of the residual certificate. It is
possible that the termination of the REMIC pool may be treated as a sale or
exchange of a residual certificateholder's residual certificate, in which case,
if the residual certificateholder has an adjusted basis in the residual
certificateholder's residual certificate remaining when its interest in the
REMIC pool terminates, and if the residual certificateholder holds the residual
certificate as a capital asset under Internal Revenue Code Section 1221, then
the residual certificateholder will recognize a capital loss at that time in the
amount of the remaining adjusted basis.

     Any gain on the sale of a residual certificate will be treated as ordinary
income if one or both of the following conditions are met:

     o    if a residual certificate is held as part of a conversion transaction
          as defined in Internal Revenue Code Section 1258(c), up to the amount
          of interest that would have accrued on the residual
          certificateholder's net investment in the conversion transaction at
          120% of the appropriate applicable Federal rate in effect at the time
          the taxpayer entered into the transaction minus any amount previously
          treated as ordinary income with respect to any prior disposition of
          property that was held as a part of the transaction; or

     o    in the case of a non-corporate taxpayer, to the extent the taxpayer
          has made an election under Internal Revenue Code Section 163(d)(4) to
          have net capital gains taxed as investment income at ordinary income
          rates.

In addition, gain or loss recognized from the sale of a residual certificate by
banks or thrift institutions will be treated as ordinary income or loss pursuant
to Internal Revenue Code Section 582(c).

     The Conference Committee Report to the 1986 Act provides that, except as
provided in Treasury regulations yet to be issued, the wash sale rules of
Internal Revenue Code Section 1091 will apply to dispositions of residual
certificates where the seller of the residual certificate, during the period
beginning six months before the sale or disposition of the residual certificate
and ending six months after the sale or disposition, acquires (or enters into
any other transaction that results in the application of Section 1091) any
residual interest in any REMIC or any interest in a taxable mortgage pool (such
as a non-REMIC owner trust) that is economically comparable to a residual
certificate.

MARK-TO-MARKET REGULATIONS

     Regulations under Internal Revenue Code Section 475, relating to the
requirement that a securities dealer mark-to-market securities held for sale to
customers, provide that, for purposes of the mark-to-market requirement, a
residual certificate is not treated as a security and thus may not be
marked-to-market.

TAXES THAT MAY BE IMPOSED ON THE REMIC POOL

     Prohibited Transactions. Income from some transactions by the REMIC pool,
called prohibited transactions, will not be part of the calculation of income or
loss includible in the federal income tax returns of residual
certificateholders, but rather will be taxed directly to the REMIC pool at a
100% rate. Prohibited transactions generally include:

     1.   the disposition of a qualified mortgage other than pursuant to:

          o    a substitution within two years of the startup day for a
               defective (including a defaulted) obligation (or repurchase in
               lieu of substitution of a defective (including a defaulted)
               obligation at any time) or for any qualified mortgage within
               three months of the startup day;

          o    foreclosure, default or imminent default of a qualified mortgage;

          o    bankruptcy or insolvency of the REMIC pool; or


                                       89



          o    qualified (complete) liquidation;

     2.   the receipt of income from assets that are not the type of mortgages
          or investments that the REMIC pool is permitted to hold;

     3.   the receipt of compensation for services; or

     4.   the receipt of gain from disposition of cash flow investments other
          than pursuant to a qualified liquidation.

     Notwithstanding (1) and (4), it is not a prohibited transaction to sell
REMIC pool property to prevent a default on regular certificates as a result of
a default on qualified mortgages or to facilitate a clean-up call (generally, an
optional termination to save administrative costs when no more than a small
percentage of the certificates is outstanding). The REMIC regulations indicate
that the modification of a mortgage loan generally will not be treated as a
disposition if it is occasioned by a default or reasonably foreseeable default,
an assumption of the mortgage loan, the waiver of a due-on-sale or
due-on-encumbrance clause or the conversion of an interest rate by a mortgagor
pursuant to the terms of a convertible adjustable rate mortgage loan.

     Contributions to the REMIC Pool After the Startup Day. In general, the
REMIC pool will be subject to a tax at a 100% rate on the value of any property
contributed to the REMIC pool after the startup day. Exceptions are provided for
cash contributions to the REMIC pool made under the following circumstances:

     o    during the three months following the startup day;

     o    if made to a qualified reserve fund by a residual certificateholder;

     o    if in the nature of a guarantee;

     o    if made to facilitate a qualified liquidation or clean-up call; and

     o    if as otherwise permitted in Treasury regulations yet to be issued.

     Net Income from Foreclosure Property. The REMIC pool will be subject to
federal income tax at the highest corporate rate on net income from foreclosure
property, determined by reference to the rules applicable to real estate
investment trusts. Generally, property acquired by deed in lieu of foreclosure
would be treated as foreclosure property until the close of the third calendar
year following the year of acquisition, with possible extensions of up to an
additional three years. Net income from foreclosure property generally means
gain from the sale of a foreclosure property that is inventory property and
gross income from foreclosure property other than qualifying rents and other
qualifying income for a real estate investment trust.

     It is not anticipated that the REMIC pool will receive income or gain
subject to prohibited transactions taxes or contributions subject to tax. As
described in "Description of the Pooling and Servicing Agreements -- Realization
upon Defaulted Mortgage Loans" with respect to net income from foreclosure
property from a property that secured a mortgage loan, in some circumstances
income from such a property may be subject to taxation when it is held by the
REMIC pool.

     Liquidation of the REMIC Pool. If a REMIC pool adopts a plan of complete
liquidation, within the meaning of Internal Revenue Code Section
860F(a)(4)(A)(i), which may be accomplished by designating in the REMIC pool's
final tax return a date on which the adoption is deemed to occur, and sells all
of its assets, other than cash, within a 90-day period beginning on the date of
the adoption of the plan of liquidation, the REMIC pool will not be subject to
the prohibited transaction rules on the sale of its assets, provided that the
REMIC pool credits or distributes in liquidation all of the sale proceeds plus
its cash, other than amounts retained to meet claims, to holders of regular
certificates and residual certificateholders within the 90-day period.

     Administrative Matters. The REMIC pool will be required to maintain its
books on a calendar year basis and to file federal income tax returns for
federal income tax purposes in a manner similar to a partnership. The form for
the income tax return is Form 1066, U.S. Real Estate Mortgage Investment Conduit
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


                                       90



residual certificateholder for an entire taxable year, the REMIC pool will be
subject to the procedural and administrative rules of the Internal Revenue Code
applicable to partnerships, including the determination by the Service of any
adjustments to, among other things, items of REMIC income, gain, loss, deduction
or credit in a unified administrative proceeding. The residual certificateholder
owning the largest percentage interest in the residual certificates will be
obligated to act as tax matters person, as defined in the applicable Treasury
regulations, with respect to the REMIC pool. Each residual certificateholder
will be deemed, by acceptance of the residual certificates, to have agreed to:

     o    the appointment of the tax matters person as provided in the preceding
          sentence; and

     o    the irrevocable designation of the servicer as agent for performing
          the functions of the tax matters person.

LIMITATIONS ON DEDUCTION OF SOME EXPENSES

     An investor who is an individual, estate or trust will be subject to
limitation with respect to some itemized deductions described in Internal
Revenue Code Section 67, to the extent that the itemized deductions, in the
aggregate, do not exceed 2% of the investor's adjusted gross income. In
addition, Internal Revenue Code Section 68 provides that itemized deductions
otherwise allowable for a taxable year of an individual taxpayer will be reduced
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. Under current law, the applicable limitation is reduced
by one third for taxable years beginning in 2006 and 2007, and by two thirds in
taxable years beginning in 2008 and 2009. For taxable years beginning after
December 31, 2009 the overall limitation on itemized deductions is repealed.

     In the case of a REMIC pool, the deductions may include deductions under
Internal Revenue Code Section 212 for the servicing fee and all administrative
and other expenses relating to the REMIC pool, or any similar expenses allocated
to the REMIC pool with respect to a regular interest it holds in another REMIC.
Investors who hold REMIC certificates either directly or indirectly through
pass-through entities may have their pro rata share of the expenses allocated to
them as additional gross income, but may be subject to the limitation on
deductions. In addition, those expenses are not deductible at all for purposes
of computing the alternative minimum tax, and may cause investors to be subject
to significant additional tax liability. Temporary Treasury regulations provide
that the additional gross income and corresponding amount of expenses generally
are to be allocated entirely to the holders of residual certificates in the case
of a REMIC pool that would not qualify as a fixed investment trust in the
absence of a REMIC election. However, the additional gross income and limitation
on deductions will apply to the allocable portion of the expenses to holders of
regular certificates, as well as holders of residual certificates, where regular
certificates are issued in a manner that is similar to pass-through certificates
in a fixed investment trust. In general, the allocable portion will be
determined based on the ratio that a REMIC certificateholder's income,
determined on a daily basis, bears to the income of all holders of regular
certificates and residual certificates with respect to a REMIC pool. As a
result, individuals, estates or trusts holding REMIC certificates, either
directly or indirectly through a grantor trust, partnership, S corporation,
REMIC, or other pass-through entities described in the foregoing temporary
Treasury regulations, may have taxable income in excess of the interest income
at the pass-through rate on regular certificates that are issued in a single
Class or otherwise consistently with fixed investment trust status or in excess
of cash distributions for the related period on residual certificates. Unless
otherwise indicated in the applicable prospectus supplement, all the expenses
will be allocable to the residual certificates.

TAXATION OF FOREIGN INVESTORS

     A regular certificateholder that is not a "United States Person" (as
defined below) and is not subject to federal income tax as a result of any
direct or indirect connection to the United States in addition to its ownership
of a regular certificate will not, unless otherwise disclosed in the related
prospectus supplement, be subject to United States federal income or withholding
tax in respect of a distribution on a regular certificate To avoid withholding
tax, that holder must provide certain documentation. The appropriate
documentation includes Form W-8BEN, if the foreign 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 foreign person is eligible for
an exemption on the basis of its income from the REMIC certificate being
effectively connected to a United States trade or business; Form W-8BEN or Form
W-8IMY if the foreign person is a trust, depending on whether such trust is
classified as the beneficial


                                       91



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 foreign 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-United States branch or office of a United States
financial institution or clearing organization that is a party to a withholding
agreement with the IRS. For these purposes, "United States Person" means a
citizen or resident of the United States, a corporation or partnership (except
as may be provided in Treasury regulations) created or organized in, or under
the laws of, the United States, any State or the District of Columbia, including
any entity treated as a corporation or partnership for federal income tax
purposes, an estate whose income is subject to United States federal income tax
regardless of its source, or a trust if a court within the United States is able
to exercise primary supervision over the administration of the trust and one or
more United States Persons have the authority to control all substantial
decisions of the trust. It is possible that the IRS may assert that the
foregoing tax exemption should not apply with respect to a regular certificate
held by a residual certificateholder that owns directly or indirectly a 10% or
greater interest in the REMIC residual certificates. If the holder does not
qualify for exemption, distributions of interest, including distributions in
respect of accrued original issue discount, to such holder may be subject to a
tax rate of 30%, subject to reduction under any applicable tax treaty.

     In addition, the foregoing rules will not apply to exempt a United States
shareholder of a controlled foreign corporation from taxation on such United
States shareholder's allocable portion of the interest income received by such
controlled foreign corporation. It is possible, under regulations promulgated
under Section 881 of the Internal Revenue Code concerning conduit financing
transactions, that the exemption from withholding taxes described above may not
be available to a holder who is not a United States Person and owns 10% or more
of one or more underlying mortgagors or, if the holder is a controlled foreign
corporation, it is related to one or more underlying mortgagors.

     Further, it appears that a regular certificate would not be included in the
estate of a non-resident alien individual and would not be subject to United
States estate taxes. However, certificateholders who are non-resident alien
individuals should consult their tax advisors concerning this question.

     The Treasury Department issued regulations which prescribe new
certification requirements to establish exemptions from withholding, backup
withholding and information reporting rules. The regulations are generally
effective for distributions made after December 31, 2000. Prospective investors
are urged to consult their own tax advisors regarding the regulations.

     Unless otherwise stated in the related prospectus supplement, transfers of
residual certificates to investors that:

     o    are not United States Persons; or

     o    are United States Persons and classified as partnerships under the
          Internal Revenue Code, if any of their beneficial owners are not
          United States Persons,

will be prohibited under the related pooling and servicing agreement.

     Backup Withholding. Distributions made on the regular certificates, and
proceeds from the sale of the regular certificates to or through some brokers,
may be subject to a backup withholding tax under Internal Revenue Code Section
3406 at a rate of 28% (increasing to 31% after 2010) on reportable payments
(including interest distributions, original issue discount, and, under some
circumstances, principal distributions) unless the regular certificateholder is
a U.S. Person and provides IRS Form W-9 with the correct taxpayer identification
number; is a


                                       92



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). Information reporting requirements may also apply regardless
of whether withholding is required. Any amounts to be withheld from distribution
on the regular certificates would be refunded by the Service or allowed as a
credit against the regular certificateholder's federal income tax liability.

     Reporting Requirements. Reports of accrued interest, original issue
discount and information necessary to compute the accrual of any market discount
on the regular certificates will be made annually to the Service and to
individuals, estates, non-exempt and non-charitable trusts, and partnerships who
are either holders of record of regular certificates or beneficial owners who
own regular certificates through a broker or middleman as nominee. All brokers,
nominees and all other non-exempt holders of record of regular certificates
(including corporations, non-calendar year taxpayers, securities or commodities
dealers, real estate investment trusts, investment companies, common trust
funds, thrift institutions and charitable trusts) may request the information
for any calendar quarter by telephone or in writing by contacting the person
designated in Service Publication 938 with respect to a particular series of
regular certificates. Holders through nominees must request information from the
nominee.

     The Service's Form 1066 has an accompanying Schedule Q, Quarterly Notice to
Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation.
Treasury regulations require that Schedule Q be furnished by the REMIC pool to
each residual certificateholder by the end of the month following the close of
each calendar quarter, 41 days after the end of a quarter under proposed
Treasury regulations, in which the REMIC pool is in existence.

     Treasury regulations require that, in addition to the foregoing
requirements, information must be furnished quarterly to residual
certificateholders, furnished annually, if applicable, to holders of regular
certificates, and filed annually with the Service concerning Internal Revenue
Code Section 67 expenses (see "Limitations on Deduction of Some Expenses" above)
allocable to the holders. Furthermore, under the regulations, information must
be furnished quarterly to residual certificateholders, furnished annually to
holders of regular certificates, and filed annually with the Service concerning
the percentage of the REMIC pool's assets meeting the qualified asset tests
described above under "--Federal Income Tax Consequences for REMIC
Certificates--Qualification as a REMIC."

      FEDERAL INCOME TAX CONSEQUENCES FOR CERTIFICATES AS TO WHICH NO REMIC
                                ELECTION IS MADE

STANDARD CERTIFICATES

     General. In the event that no election is made to treat a trust fund or a
segregated pool of assets therein with respect to a series of certificates that
are not designated as stripped certificates, or as a REMIC, the trust fund will
be classified as a grantor trust under subpart E, Part 1 of subchapter J of the
Internal Revenue Code and not as a partnership, an association taxable as a
corporation or a taxable mortgage pool within the meaning of Internal Revenue
Code Section 7701(i). Where there is no fixed retained yield with respect to the
mortgage loans underlying the standard certificates, the holder of each standard
certificate in the series will be treated as the owner of a pro rata undivided
interest in the ordinary income and corpus portions of the trust fund
represented by its standard certificate and will be considered the beneficial
owner of a pro rata undivided interest in each of the mortgage loans, subject to
the discussion below under "--Premium and Discount--Recharacterization of
Servicing Fees." Accordingly, the holder of a standard certificate of a
particular series will be required to report on its federal income tax return
its pro rata share of the entire income from the mortgage loans represented by
its standard certificate, including interest at the coupon rate on the mortgage
loans, original issue discount, if any, prepayment fees, assumption fees, and
late payment charges received by the servicer, in accordance with the standard
certificateholder's method of accounting. A standard certificateholder generally
will be able to deduct its share of the servicing fee and all administrative and
other expenses of the trust fund in accordance with its method of accounting,
provided that the amounts are reasonable compensation for services rendered to
that trust fund. However, investors who are individuals, estates or trusts who
own standard certificates, either directly or indirectly through some
pass-through entities, will be subject to limitation with respect to some
itemized deductions described in Internal Revenue Code Section 67, including
deductions under Internal Revenue Code Section 212 for the servicing fee and all
the administrative and other expenses of the trust fund, to the extent that the
deductions, in the aggregate, do not exceed two percent of an investor's
adjusted gross income. In addition, Internal Revenue Code Section 68 provides
that itemized deductions otherwise allowable for a taxable year of an individual
taxpayer will be reduced 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


                                       93



otherwise allowable for that year. Under current law, the applicable limitation
is reduced by one third for taxable years beginning in 2006 and 2007, and by two
thirds in taxable years beginning in 2008 and 2009. For taxable years beginning
after December 31, 2009 the overall limitation on itemized deductions is
repealed. As a result, investors holding standard certificates, directly or
indirectly through a pass-through entity, may have aggregate taxable income in
excess of the aggregate amount of cash received on the standard certificates
with respect to interest at the pass-through rate on the standard certificates.
In addition, the expenses are not deductible at all for purposes of computing
the alternative minimum tax, and may cause the investors to be subject to
significant additional tax liability. Moreover, where there is fixed retained
yield with respect to the mortgage loans underlying a series of standard
certificates or where the servicing fee is in excess of reasonable servicing
compensation, the transaction will be subject to the application of the stripped
bond and stripped coupon rules of the Internal Revenue Code, as described below
under "Stripped Certificates" and "--Premium and Discount--Recharacterization of
Servicing Fees," respectively.

     Tax Status.

     Standard certificates will have the following status for federal income tax
purposes:

     1. A standard certificate owned by a domestic building and loan association
within the meaning of Internal Revenue Code Section 7701(a)(19) will be
considered to represent "loans . . . secured by an interest in real property
which is . . . residential real property" within the meaning of Internal Revenue
Code Section 7701(a)(19)(C)(v), provided that the real property securing the
mortgage loans represented by that standard certificate is of the type described
in the section of the Internal Revenue Code.

     2. A standard certificate owned by a real estate investment trust will be
considered to represent real estate assets within the meaning of Internal
Revenue Code Section 856(c)(5)(B) to the extent that the assets of the related
trust fund consist of qualified assets, and interest income on the assets will
be considered interest on obligations secured by mortgages on real property to
the extent within the meaning of Internal Revenue Code Section 856(c)(3)(B).

     3. A standard certificate owned by a REMIC will be considered to represent
an "obligation . . . which is principally secured by an interest in real
property" within the meaning of Internal Revenue Code Section 860G(a)(3)(A) to
the extent that the assets of the related trust fund consist of qualified
mortgages within the meaning of Internal Revenue Code Section 860G(a)(3).

     Premium and Discount

     Standard certificateholders are advised to consult with their tax advisors
as to the federal income tax treatment of premium and discount arising either
upon initial acquisition of standard certificates or thereafter.

     Premium. The treatment of premium incurred upon the purchase of a standard
certificate will be determined generally as described above under "--Federal
Income Tax Consequences for REMIC Certificates--Taxation of Residual
Certificates--Treatment of Certain Items of REMIC Income and Expense--Premium."

     Original Issue Discount. The original issue discount rules will be
applicable to a standard certificateholder's interest in those mortgage loans as
to which the conditions for the application of those sections are met. Rules
regarding periodic inclusion of original issue discount income are applicable to
mortgages of corporations originated after May 27, 1969, mortgages of
noncorporate mortgagors, other than individuals, originated after July 1, 1982,
and mortgages of individuals originated after March 2, 1984. Under the OID
regulations, the original issue discount could arise by the charging of points
by the originator of the mortgages in an amount greater than a statutory de
minimis exception, including a payment of points currently deductible by the
borrower under applicable Internal Revenue Code provisions or, under some
circumstances, by the presence of teaser rates on the mortgage loans.

     Original issue discount must generally be reported as ordinary gross income
as it accrues under a constant interest method that takes into account the
compounding of interest, in advance of the cash attributable to the income.
Unless indicated otherwise in the applicable prospectus supplement, no
prepayment assumption will be assumed for purposes of the accrual. However,
Internal Revenue Code Section 1272 provides for a reduction in the amount of
original issue discount includible in the income of a holder of an obligation
that acquires the obligation


                                       94



after its initial issuance at a price greater than the sum of the original issue
price and the previously accrued original issue discount, less prior payments of
principal. Accordingly, if the mortgage loans acquired by a standard
certificateholder are purchased at a price equal to the then unpaid principal
amount of the mortgage loans, no original issue discount attributable to the
difference between the issue price and the original principal amount of the
mortgage loans (i.e., points) will be includible by the holder.

     Market Discount. Standard certificateholders also will be subject to the
market discount rules to the extent that the conditions for application of those
sections are met. Market discount on the mortgage loans will be determined and
will be generally reported as ordinary income generally in the manner described
above under "--Federal Income Tax Consequences for REMIC Certificates--Taxation
of Regular Certificates--Market Discount," except that it is unclear whether a
prepayment assumption would apply. Rather, the holder will accrue market
discount pro rata over the life of the mortgage loans, unless the constant yield
method is elected. Unless indicated otherwise in the applicable prospectus
supplement, no prepayment assumption will be assumed for purposes of the
accrual.

     Recharacterization of Servicing Fees. If the servicing fee paid to the
servicer were deemed to exceed reasonable servicing compensation, the amount of
the excess would represent neither income nor a deduction to certificateholders.
In this regard, there are no authoritative guidelines for federal income tax
purposes as to either the maximum amount of servicing compensation that may be
considered reasonable in the context of this or similar transactions or whether,
in the case of the standard certificate, the reasonableness of servicing
compensation should be determined on a weighted average or loan-by-loan basis.
If a loan-by-loan basis is appropriate, the likelihood that the amount would
exceed reasonable servicing compensation as to some of the mortgage loans would
be increased. Service guidance indicates that a servicing fee in excess of
reasonable compensation, known as excess servicing, will cause the mortgage
loans to be treated under the stripped bond rules. The guidance provides safe
harbors for servicing deemed to be reasonable and requires taxpayers to
demonstrate that the value of servicing fees in excess of the amounts is not
greater than the value of the services provided.

     Accordingly, if the Service's approach is upheld, a servicer who receives a
servicing fee in excess of the amounts would be viewed as retaining an ownership
interest in a portion of the interest payments on the mortgage loans. Under the
rules of Internal Revenue Code Section 1286, the separation of ownership of the
right to receive some or all of the interest payments on an obligation from the
right to receive some or all of the principal payments on the obligation would
result in treatment of the mortgage loans as stripped coupons and stripped
bonds. Subject to the de minimis rule discussed below under "--Stripped
Certificates," each stripped bond or stripped coupon could be considered for
this purpose as a non-interest bearing obligation issued on the date of issue of
the standard certificates, and the original issue discount rules of the Internal
Revenue Code would apply to its holder. While standard certificateholders would
still be treated as owners of beneficial interests in a grantor trust for
federal income tax purposes, the corpus of the trust could be viewed as
excluding the portion of the mortgage loans the ownership of which is attributed
to the servicer, or as including the portion as a second class of equitable
interest. Applicable Treasury regulations treat such an arrangement as a fixed
investment trust, since the multiple classes of trust interests should be
treated as merely facilitating direct investments in the trust assets and the
existence of multiple classes of ownership interests is incidental to that
purpose. In general, the recharacterization should not have any significant
effect upon the timing or amount of income reported by a standard
certificateholder, except that the income reported by a cash method holder may
be slightly accelerated.

     You should also review "--Stripped Certificates" below for a further
description of the federal income tax treatment of stripped bonds and stripped
coupons.

     Sale or Exchange of Standard Certificates. Upon sale or exchange of a
standard certificate, a standard certificateholder will recognize gain or loss
equal to the difference between the amount realized on the sale and its
aggregate adjusted basis in the mortgage loans and the other assets represented
by the standard certificate. In general, the aggregate adjusted basis will equal
the standard certificateholder's cost for the standard certificate, increased by
the amount of any income previously reported with respect to the standard
certificate and decreased by the amount of any losses previously reported with
respect to the standard certificate and the amount of any distributions received
thereon. Except as provided above with respect to market discount on any
mortgage loans, and except for some financial institutions subject to the
provisions of Internal Revenue Code Section 582(c), any related gain or loss
would be capital gain or loss if the standard certificate was held as a capital
asset. However, gain on the sale of a standard certificate will be treated as
ordinary income:


                                       95



     o    if a standard certificate is held as part of a conversion transaction
          as defined in Internal Revenue Code Section 1258(c), up to the amount
          of interest that would have accrued on the standard
          certificateholder's net investment in the conversion transaction at
          120% of the appropriate applicable federal rate in effect at the time
          the taxpayer entered into the transaction minus any amount previously
          treated as ordinary income with respect to any prior disposition of
          property that was held as a part of the transaction; or

     o    in the case of a non-corporate taxpayer, to the extent the taxpayer
          has made an election under Internal Revenue Code Section 163(d)(4) to
          have net capital gains taxed as investment income at ordinary income
          rates.

     Capital gains of non-corporate taxpayers are subject to a lower maximum tax
rate than ordinary income of those taxpayers. The maximum tax rate for
corporations is the same with respect to both ordinary income and capital gains.

     Holders that recognize a loss on a sale or exchange of a standard
certificate for federal income tax purposes in excess of certain threshold
amounts should consult their tax advisors as to the need to file IRS Form 8886
(disclosing certain potential tax shelters) on their federal income tax returns.

STRIPPED CERTIFICATES

     General. Pursuant to Internal Revenue Code Section 1286, the separation of
ownership of the right to receive some or all of the principal payments on an
obligation from ownership of the right to receive some or all of the interest
payments results in the creation of stripped bonds with respect to principal
payments and stripped coupons with respect to interest payments. For purposes of
this discussion, certificates that are subject to those rules will be referred
to as stripped certificates. Stripped certificates include stripped interest
certificates and stripped principal certificates as to which no REMIC election
is made.

     The certificates will be subject to those rules if the following occur:

     o    we retain, for our own account or for purposes of resale, in the form
          of fixed retained yield or otherwise, an ownership interest in a
          portion of the payments on the mortgage loans;

     o    the servicer is treated as having an ownership interest in the
          mortgage loans to the extent it is paid, or retains, servicing
          compensation in an amount greater than reasonable consideration for
          servicing the mortgage loans (see "--Standard
          Certificates--Recharacterization of Servicing Fees" above); and

     o    certificates are issued in two or more classes or subclasses
          representing the right to non-pro rata percentages of the interest and
          principal payments on the mortgage loans.

     In general, a holder of a stripped certificate will be considered to own
stripped bonds with respect to its pro rata share of all or a portion of the
principal payments on each mortgage loan and/or stripped coupons with respect to
its pro rata share of all or a portion of the interest payments on each mortgage
loan, including the stripped certificate's allocable share of the servicing fees
paid to the servicer, to the extent that the fees represent reasonable
compensation for services rendered. See discussion above under "--Standard
Certificates--Recharacterization of Servicing Fees." Although not free from
doubt, for purposes of reporting to stripped certificateholders, the servicing
fees will be allocated to the stripped certificates in proportion to the
respective entitlements to distributions of each class or subclass of stripped
certificates for the related period or periods. The holder of a stripped
certificate generally will be entitled to a deduction each year in respect of
the servicing fees, as described above under "--Standard Certificates--General,"
subject to the limitation described therein.

     Internal Revenue Code Section 1286 treats a stripped bond or a stripped
coupon as an obligation issued at an original issue discount on the date that
the stripped interest is purchased. Although the treatment of stripped
certificates for federal income tax purposes is not clear in some respects at
this time, particularly where the stripped certificates are issued with respect
to a mortgage pool containing variable-rate mortgage loans, in the opinion of
Cadwalader, Wickersham & Taft LLP, our counsel that the trust fund will be
treated as a grantor trust under subpart E, Part 1 of subchapter J of the
Internal Revenue Code and not as an association taxable as a corporation or a
taxable mortgage pool within the meaning of Internal Revenue Code Section
7701(i).


                                       96



     Each stripped certificate should be treated as a single installment
obligation for purposes of calculating original issue discount and gain or loss
on disposition. This treatment is based on the interrelationship of Internal
Revenue Code Section 1286, Internal Revenue Code Sections 1272 through 1275, and
the OID regulations. While under Internal Revenue Code Section 1286 computations
with respect to stripped certificates arguably should be made in one of the ways
described below under "--Taxation of Stripped Certificates--Possible Alternative
Characterizations," the OID regulations state, in general, that two or more debt
instruments issued by a single issuer to a single investor in a single
transaction should be treated as a single debt instrument for original issue
discount purposes. The pooling and servicing agreement requires that the trustee
make and report all computations described below using this aggregate approach,
unless substantial legal authority requires otherwise.

     Furthermore, Treasury regulations assume that a stripped certificate will
be treated as a single debt instrument issued on the date it is purchased for
purposes of calculating any original issue discount and that the interest
component of the stripped certificate would be treated as qualified stated
interest under the OID regulations. Further pursuant to these final regulations
the purchaser of the stripped certificate will be required to account for any
discount as market discount rather than original issue discount unless either:

     o    the initial discount with respect to the stripped certificate was
          treated as zero under the de minimis rule of Internal Revenue Code
          Section 1273(a)(3); or

     o    no more than 100 basis points in excess of reasonable servicing is
          stripped off the related mortgage loans. Any related market discount
          would be reportable as described under "--Federal Income Tax
          Consequences for REMIC Certificates--Taxation of Regular
          Certificates--Market Discount," without regard to the de minimis rule
          therein, assuming that a prepayment assumption is employed in the
          computation.

     Status of Stripped Certificates. No specific legal authority exists as to
whether the character of the stripped certificates, for federal income tax
purposes, will be the same as that of the mortgage loans. Although the issue is
not free from doubt, our counsel has advised us that stripped certificates owned
by applicable holders should be considered to represent real estate assets
within the meaning of Internal Revenue Code Section 856(c)(5)(B), "obligation[s]
principally secured by an interest in real property" within the meaning of
Internal Revenue Code Section 860G(a)(3)(A), and "loans . . . secured by an
interest in real property which is . . . residential real property" within the
meaning of Internal Revenue Code Section 7701(a)(19)(C)(v), and interest
(including original issue discount) income attributable to stripped certificates
should be considered to represent interest on obligations secured by mortgages
on real property within the meaning of Internal Revenue Code Section
856(c)(3)(B), provided that in each case the mortgage loans and interest on the
mortgage loans qualify for that treatment.

     Original Issue Discount. Except as described above under "--General," each
stripped certificate will be considered to have been issued at an original issue
discount for federal income tax purposes. Original issue discount with respect
to a stripped certificate must be included in ordinary income as it accrues, in
accordance with a constant interest method that takes into account the
compounding of interest, which may be prior to the receipt of the cash
attributable to that income. Based in part on the OID regulations and the
amendments to the original issue discount sections of the Internal Revenue Code
made by the 1986 Act, the amount of original issue discount required to be
included in the income of a holder of a stripped certificate, referred to in
this discussion as a stripped certificateholder, in any taxable year likely will
be computed generally as described above under "--Federal Income Tax
Consequences for REMIC Certificates--Taxation of Regular Certificates--Original
Issue Discount" and "--Variable Rate Regular Certificates." However, with the
apparent exception of a stripped certificate qualifying as a market discount
obligation, as described above under "--General," the issue price of a stripped
certificate will be the purchase price paid by each holder of a stripped
certificate, and the stated redemption price at maturity will include the
aggregate amount of the payments, other than qualified stated interest to be
made on the stripped certificate to the stripped certificateholder, presumably
under the prepayment assumption.

     If the mortgage loans prepay at a rate either faster or slower than that
under the prepayment assumption, a stripped certificateholder's recognition of
original issue discount will be either accelerated or decelerated and the amount
of the original issue discount will be either increased or decreased depending
on the relative interests in principal and interest on each mortgage loan
represented by the stripped certificateholder's stripped certificate. While the
matter is not free from doubt, the holder of a stripped certificate should be
entitled in the year that it becomes certain, assuming no further prepayments,
that the holder will not recover a portion of its adjusted basis in the stripped
certificate to recognize an ordinary loss equal to the portion of unrecoverable
basis.


                                       97



     As an alternative to the method described above, the fact that some or all
of the interest payments with respect to the stripped certificates will not be
made if the mortgage loans are prepaid could lead to the interpretation that the
interest payments are contingent within the meaning of the OID regulations. The
OID regulations, as they relate to the treatment of contingent interest, are by
their terms not applicable to prepayable securities such as the stripped
certificates. However, if final regulations dealing with contingent interest
with respect to the stripped certificates apply the same principles as the OID
regulations, the regulations may lead to different timing of income inclusion
that would be the case under the OID regulations. Furthermore, application of
the principles could lead to the characterization of gain on the sale of
contingent interest stripped certificates as ordinary income. You should consult
your tax advisors regarding the appropriate tax treatment of stripped
certificates.

     Sale or Exchange of Stripped Certificates. Sale or exchange of a stripped
certificate prior to its maturity will result in gain or loss equal to the
difference, if any, between the amount received and the stripped
certificateholder's adjusted basis in the stripped certificate, as described
above under "--Federal Income Tax Consequences for REMIC Certificates--Taxation
of Regular Certificates--Sale or Exchange of Regular Certificates." To the
extent that a subsequent purchaser's purchase price is exceeded by the remaining
payments on the stripped certificates, the subsequent purchaser will be required
for federal income tax purposes to accrue and report the excess as if it were
original issue discount in the manner described above. It is not clear for this
purpose whether the assumed prepayment rate that is to be used in the case of a
stripped certificateholder other than an original stripped certificateholder
should be the prepayment assumption or a new rate based on the circumstances at
the date of subsequent purchase.

     Holders that recognize a loss on a sale or exchange of a stripped
certificate for federal income tax purposes in excess of certain threshold
amounts should consult their tax advisors as to the need to file IRS Form 8886
(disclosing certain potential tax shelters) on their federal income tax returns.

     Purchase of More than One Class of Stripped Certificates. Where an investor
purchases more than one class of stripped certificates, it is currently unclear
whether for federal income tax purposes the classes of stripped certificates
should be treated separately or aggregated for purposes of the rules described
above.

     Possible Alternative Characterizations. The characterizations of the
stripped certificates discussed above are not the only possible interpretations
of the applicable Internal Revenue Code provisions. For example, the stripped
certificateholder may be treated as the owner of any of the following:

     o    one installment obligation consisting of the Stripped Certificate's
          pro rata share of the payments attributable to principal on each
          mortgage loan and a second installment obligation consisting of the
          Stripped Certificate's pro rata share of the payments attributable to
          interest on each mortgage loan;

     o    as many stripped bonds or stripped coupons as there are scheduled
          payments of principal and/or interest on each mortgage loan; or

     o    a separate installment obligation for each mortgage loan, representing
          the Stripped Certificate's pro rata share of payments of principal
          and/or interest to be made with respect to it.

     Alternatively, the holder of one or more classes of stripped certificates
may be treated as the owner of a pro rata fractional undivided interest in each
mortgage loan to the extent that the Stripped Certificate, or classes of
stripped certificates in the aggregate, represent the same pro rata portion of
principal and interest on each mortgage loan, and a stripped bond or stripped
coupon, as the case may be, treated as an installment obligation or contingent
payment obligation, as to the remainder. Final regulations regarding original
issue discount on stripped obligations make the foregoing interpretations less
likely to be applicable. The preamble to those regulations states that they are
premised on the assumption that an aggregation approach is appropriate for
determining whether original issue discount on a stripped bond or stripped
coupon is de minimis, and solicits comments on appropriate rules for aggregating
stripped bonds and stripped coupons under Internal Revenue Code Section 1286.

     Because of these possible varying characterizations of stripped
certificates and the resultant differing treatment of income recognition,
stripped certificateholders are urged to consult their own tax advisors
regarding the proper treatment of stripped certificates for federal income tax
purposes.


                                       98



     Grantor Trust Reporting. Unless otherwise provided in the related
prospectus supplement, the related tax administrator will furnish or make
readily available through electronic means to each holder of a grantor trust
certificate with each payment a statement setting forth the amount of the
payment allocable to principal on the underlying mortgage loans and to interest
on those loans at the related pass-through rate. In addition, the related tax
administrator will furnish, within a reasonable time after the end of each
calendar year, to each person or entity that was the holder of a grantor trust
certificate at any time during that year, information regarding:

     o    the amount of servicing compensation received by a master servicer or
          special servicer, and

     o    all other customary factual information the reporting party deems
          necessary or desirable to enable holders of the related grantor trust
          certificates to prepare their tax returns.

     The reporting party will furnish comparable information to the IRS as and
when required by law to do so.

     Because the rules for accruing discount and amortizing premium with respect
to grantor trust certificates are uncertain in various respects, there is no
assurance the IRS will agree with the information reports of those items of
income and expense. Moreover, those information reports, even if otherwise
accepted as accurate by the IRS, will in any event be accurate only as to the
initial certificateholders that bought their certificates at the representative
initial offering price used in preparing the reports.

     On January 24, 2006, the IRS published final regulations which establish a
reporting framework for interests in "widely held fixed investment trusts" and
place the responsibility of reporting on the person in the ownership chain who
holds an interest for a beneficial owner. A widely-held fixed investment trust
is defined as an arrangement classified as a "trust" under Treasury regulation
section 301.7701-4(c), in which any interest is held by a middleman, which
includes, but is not limited to (i) a custodian of a person's account, (ii) a
nominee and (iii) a broker holding an interest for a customer in street name.
The trustee, or its designated agent, will be required to calculate and provide
information to requesting persons with respect to the trust fund in accordance
with these new regulations beginning with respect to the 2007 calendar year. The
trustee (or its designated agent), or the applicable middleman (in the case of
interests held through a middleman), will be required to file information
returns with the IRS and provide tax information statements to
certificateholders in accordance with these new regulations after December 31,
2007.

REPORTING REQUIREMENTS AND BACKUP WITHHOLDING

     The trustee will furnish, within a reasonable time after the end of each
calendar year, to each standard certificateholder or stripped certificateholder
at any time during the year, the information, prepared on the basis described
above, as the trustee deems to be necessary or desirable to enable the
certificateholders to prepare their federal income tax returns. The information
will include the amount of original issue discount accrued on certificates held
by persons other than certificateholders exempted from the reporting
requirements. The amounts required to be reported by the trustee may not be
equal to the proper amount of original issue discount required to be reported as
taxable income by a certificateholder, other than an original certificateholder
that purchased at the issue price. In particular, in the case of stripped
certificates, unless provided otherwise in the applicable prospectus supplement,
the reporting will be based upon a representative initial offering price of each
class of stripped certificates. The trustee will also file the original issue
discount information with the Service. If a certificateholder fails to supply an
accurate taxpayer identification number or if the Secretary of the Treasury
determines that a certificateholder has not reported all interest and dividend
income required to be shown on his federal income tax return, backup withholding
at a rate of 28% (increasing to 31% after 2010) may be required in respect of
any reportable payments, as described above under "--Federal Income Tax
Consequences for REMIC Certificates--Backup Withholding."

TAXATION OF FOREIGN INVESTORS

     To the extent that a Certificate evidences ownership in mortgage loans that
are issued on or before July 18, 1984, interest or original issue discount paid
by the person required to withhold tax under Internal Revenue Code Section 1441
or 1442 to nonresident aliens, foreign corporations, or other Non-United States
Persons generally will be subject to 30% United States withholding tax, or the
lower rate as may be provided for interest by an applicable tax treaty. Accrued
original issue discount recognized by the standard certificateholder or stripped
certificateholder


                                       99



on original issue discount recognized by the standard certificateholder or
stripped certificateholders on the sale or exchange of the Certificate also will
be subject to federal income tax at the same rate.

     Treasury regulations provide that interest or original issue discount paid
by the trustee or other withholding agent to a Non-United States Person
evidencing ownership interest in mortgage loans issued after July 18, 1984 will
be portfolio interest and will be treated in the manner, and the persons will be
subject to the same certification requirements, described above under "--Federal
Income Tax Consequences for REMIC Certificates--Taxation of Foreign
Investors--Regular Certificates."

                       STATE AND OTHER TAX CONSIDERATIONS

     In addition to the federal income tax consequences described in "Material
Federal Income Tax Consequences," you should consider the state and local tax
consequences of the acquisition, ownership, and disposition of the offered
certificates. State tax law may differ substantially from the corresponding
federal law, and the discussion above does not purport to describe any aspect of
the tax laws of any state or other jurisdiction. Therefore, you should consult
your own tax advisors with respect to the various tax consequences of
investments in the offered certificates.

                          CERTAIN ERISA CONSIDERATIONS

GENERAL

     The Employee Retirement Income Security Act of 1974, as amended, and
Section 4975 of the Internal Revenue Code impose certain requirements on
employee benefit plans, and on other retirement plans and arrangements,
including individual retirement accounts and annuities, Keogh plans, collective
investment funds, insurance company separate accounts and some insurance company
general accounts in which the plans, accounts or arrangements are invested, and
on persons who are fiduciaries with respect to plans in connection with the
investment of plan assets.

     ERISA generally imposes on Plan fiduciaries general fiduciary requirements,
including those of investment prudence and diversification and the requirement
that a Plan's investments be made in accordance with the documents governing the
Plan. In addition, ERISA and Section 4975 of the Internal Revenue Code prohibit
a broad range of transactions involving assets of a Plan and parties in interest
who have specified relationships to the Plan, unless a statutory or
administrative exemption is available. Parties in interest that participate in a
prohibited transaction may be subject to an excise tax imposed pursuant to
Section 4975 of the Internal Revenue Code, unless a statutory or administrative
exemption is available. These prohibited transactions generally are set forth in
Section 406 of ERISA and Section 4975 of the Internal Revenue Code. Special
caution should be exercised before the assets of a Plan are used to purchase a
Certificate if, with respect to the assets, we, the servicer, a special servicer
or any sub-servicer or the trustee or an affiliate thereof, either:

     o    has discretionary authority or control with respect to the investment
          of the assets of the Plan; or

     o    has authority or responsibility to give, or regularly gives,
          investment advice with respect to the assets of the Plan for a fee and
          pursuant to an agreement or understanding that the advice will serve
          as a primary basis for investment decisions with respect to the assets
          and that the advice will be based on the particular investment needs
          of the Plan.

     Before purchasing any offered certificates, a Plan fiduciary should consult
with its counsel and determine whether there exists any prohibition to the
purchase under the requirements of ERISA, whether any prohibited transaction
class exemption or any individual prohibited transaction exemption, as described
below, applies, including whether the appropriate conditions set forth therein
would be met, or whether any statutory prohibited transaction exemption is
applicable, and further should consult the applicable prospectus supplement
relating to the series of certificates.

     Some employee benefit plans, such as governmental plans, as defined in
Section 3(32) of ERISA, and, if no election has been made under Section 410(d)
of the Internal Revenue Code, church plans, as defined in


                                       100



Section 3(33) of ERISA, are not subject to ERISA requirements. However, such
plans may be subject to the provisions of other applicable federal and state law
materially similar to the foregoing provisions of ERISA and the Internal Revenue
Code. Moreover, any governmental or church plan which is qualified and exempt
from taxation under Sections 401(a) and 501(a) of the Internal Revenue Code is
subject to the prohibited transaction rules set forth in Section 503 of the
Internal Revenue Code.

PLAN ASSET REGULATIONS

     A Plan's investment in offered certificates may cause the trust assets to
be deemed plan assets. Section 2510.3-101 of the regulations of the Department
of Labor provides that, when a Plan acquires an equity interest in an entity,
the Plan's assets include both the equity interest and an undivided interest in
each of the underlying assets of the entity, unless some exceptions not
applicable to this discussion apply, or unless the equity participation in the
entity by benefit plan investors, i.e., Plans, whether or not subject to ERISA,
and entities whose underlying assets include plan assets, is not significant.
For this purpose, the plan asset regulations provide, in general, that
participation in an entity, such as a trust fund, is significant if, immediately
after the most recent acquisition of any equity interest, 25% or more of any
class of equity interests, such as certificates, is held by benefit plan
investors. Unless restrictions on ownership of and transfer to plans apply with
respect to a series of certificates, we cannot assure you that benefit plan
investors will not own at least 25% of a class of certificates.

     Any person who has discretionary authority or control respecting the
management or disposition of plan assets, and any person who provides investment
advice with respect to the assets for a fee, is a fiduciary of the investing
Plan. If the trust assets constitute plan assets, then any party exercising
management or discretionary control regarding those assets, such as a servicer,
a special servicer or any sub-servicer, may be deemed to be a Plan fiduciary
with respect to the investing Plan, and thus, except as described above in the
case of governmental plans and church plans, subject to the fiduciary
responsibility provisions and prohibited transaction provisions of ERISA and
Section 4975 of the Internal Revenue Code. In addition, if the trust assets
constitute plan assets, the purchase of certificates by a Plan, as well as the
operation of the trust fund, may constitute or involve one or more prohibited
transactions under ERISA, Section 4975 of the Internal Revenue Code or Similar
Law.

ADMINISTRATIVE EXEMPTIONS

     Several underwriters of mortgage-backed securities have applied for and
obtained from the Department of Labor individual prohibited transaction
exemptions that apply to the purchase and holding of mortgage-backed securities
which, among other conditions, are sold in an offering with respect to which
that underwriter serves as the sole or a managing underwriter or as a selling or
placement agent. If such an exemption may be applicable to a series of
certificates, the related prospectus supplement will refer to the possibility,
as well as provide a summary of the conditions to the exemption's applicability.

UNRELATED BUSINESS TAXABLE INCOME; RESIDUAL CERTIFICATES

     The purchase of a residual certificate by any employee benefit plan
qualified under Section 401(a) of the Internal Revenue Code and exempt from
taxation under Section 501(a) of the Internal Revenue Code Section, including
most Plans, may give rise to unrelated business taxable income as described in
Sections 511-515 and 860E of the Internal Revenue Code. Further, prior to the
purchase of residual certificates, a prospective transferee may be required to
provide an affidavit to a transferor that it is not, nor is it purchasing a
residual certificate on behalf of, a Disqualified Organization, which term as
defined above includes some tax-exempt entities not subject to Section 511 of
the Internal Revenue Code including some governmental plans, as discussed above
under the caption "Material Federal Income Tax Consequences--Federal Income Tax
Consequences for REMIC Certificates--Taxation of Residual
Certificates--Tax-Related Restrictions on Transfer of Residual
Certificates--Disqualified Organizations."

     Due to the complexity of these rules and the penalties that may be imposed
upon persons involved in prohibited transactions, it is particularly important
that potential investors who are Plan fiduciaries consult with their counsel
regarding the consequences under ERISA, Section 4975 of the Internal Revenue
Code and Similar Law, of their acquisition and ownership of certificates.


                                       101



                                LEGAL INVESTMENT

     If so specified in the Prospectus Supplement, certain classes of
certificates will constitute "mortgage related securities" for purposes of the
Secondary Mortgage Market Enhancement Act of 1984, as amended ("SMMEA").

     Generally, only classes of offered certificates that meet the following
criteria will be "mortgage related securities" for purposes of SMMEA:

     o    are rated in one of the two highest rating categories by one or more
          nationally recognized statistical rating organizations;

     o    are part of a series evidencing interests in a trust fund consisting
          of loans originated by those types of originators specified in SMMEA;
          and

     o    are part of a series evidencing interests in a trust fund consisting
          of mortgage loans each of which is secured by a first lien on real
          estate.

     The appropriate characterization of those certificates not qualifying as
"mortgage related securities" for purposes of SMMEA ("Non-SMMEA Certificates)
under various legal investment restrictions, and thus the ability of investors
subject to these restrictions to purchase those 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 regulatory review by regulatory authorities
should consult their own legal advisors in determining whether and to what
extent the non-SMMEA certificates constitute legal investments for them.

     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 some entities (in particular, insurance companies) to invest in
"mortgage related securities" secured by liens on residential, or mixed
residential and commercial properties, in most cases by requiring the affected
investors to rely solely upon existing state law, and not SMMEA. Pursuant to
Section 347 of the Riegle Community Development and Regulatory Improvement Act
of 1994, which amended the definition of "mortgage related security" to include,
in relevant part, offered certificates satisfying the rating and qualified
originator requirements for "mortgage related securities," but evidencing
interests in a trust fund consisting, in whole or in part, of first liens on one
or more parcels of real estate upon which are located one or more commercial
structures, states were authorized to enact legislation, on or before September
23, 2001, specifically referring to Section 347 and prohibiting or restricting
the purchase, holding or investment by state-regulated entities in those types
of certificates. Accordingly, the investors affected by any state legislation
overriding the preemptive effect of SMMEA will be authorized to invest in
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:

     o    federal savings and loan associations and federal savings banks may
          invest in, sell or otherwise deal in "mortgage related securities"
          without limitation as to the percentage of their assets represented
          thereby;

     o    federal credit unions may invest in those securities; and

     o    national banks may purchase those securities for their own account
          without regard to the limitations generally applicable to investment
          securities set forth in 12 U.S.C. Section 24 (Seventh), subject in
          each case to those regulations as the applicable federal regulatory
          authority may prescribe.


                                      102



In this connection, the Office of the Comptroller of the Currency, called the
OCC, has amended 12 C.F.R. Part 1 to authorize national banks to purchase and
sell for their own account, without limitation as to a percentage of the bank's
capital and surplus, but subject to compliance with general standards in 12
C.F.R. Section 1.5 concerning "safety and soundness" and retention of credit
information, certain "Type IV securities," defined in 12 C.F.R. Section 1.2(m)
to include certain "commercial mortgage-related securities" and "residential
mortgage-related securities." As so defined, "commercial mortgage-related
security" and "residential mortgage-related security" mean, in relevant part,
"mortgage related security" within the meaning of SMMEA, provided that, in the
case of a "commercial mortgage-related security," it "represents ownership of a
promissory note or certificate of interest or participation that is directly
secured by a first lien on one or more parcels of real estate upon which one or
more commercial structures are located and that is fully secured by interests in
a pool of loans to numerous obligors." In the absence of any rule or
administrative interpretation by the OCC defining the term "numerous obligors,"
no representation is made as to whether any class of the offered certificates
will qualify as "commercial mortgage-related securities," and thus as "Type IV
securities," for investment by national banks.

     The National Credit Union Administration, or NCUA, has adopted rules,
codified at 12 C.F.R. Part 703, which permit federal credit unions to invest in
"mortgage related securities" other than stripped mortgage related securities
(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
12 C.F.R. Section 703.19 may be able to invest in those prohibited forms of
securities, while "RegFlex credit unions" may invest in commercial mortgage
related securities under certain conditions pursuant to 12 C.F.R. Section
742.4(b)(2).

     The Office of Thrift Supervision, or OTS, has issued Thrift Bulletin 13a
(December 1, 1998), "Management of Interest Rate Risk, Investment Securities,
and Derivatives Activities," and Thrift Bulletin 73a (December 18, 2001),
"Investing in Complex Securities," which thrift institutions subject to the
jurisdiction of the OTS should consider before investing in any of the offered
certificates.

     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 Federal Deposit
Insurance Corporation, the OCC and the OTS effective May 26, 1998, and by the
NCUA effective October 1, 1998. The 1998 Policy Statement sets forth general
guidelines which depository institutions must follow in managing risks,
including market, credit, liquidity, operational (transaction), and legal risks,
applicable to all securities, including mortgage pass-through securities and
mortgage-derivative products, used for investment purposes.

     Investors whose investment activities are subject to regulation by federal
or state authorities should review rules, policies and guidelines adopted from
time to time by those authorities before purchasing any class of the offered
certificates, as some classes may be deemed unsuitable investments, or may
otherwise be restricted, under those rules, policies or guidelines, in some
instances irrespective of SMMEA.

     The foregoing does not take into consideration the applicability of
statutes, rules, regulations, orders, guidelines or agreements generally
governing investments made by a particular investor, including, but not limited
to, "prudent investor" provisions, percentage-of-assets limits, provisions which
may restrict or prohibit investment in securities which are not
"interest-bearing" or "income-paying", and, with regard to any class of the
offered certificates issued in book-entry form, provisions which may restrict or
prohibit investments in securities which are issued in book-entry form.

     Except as to the status of some classes of offered certificates as
"mortgage related securities", no representations are made as to the proper
characterization of any class of offered certificates for legal investment
purposes, financial institution regulatory purposes, or other purposes, or as to
the ability of particular investors to purchase any class of offered
certificates under applicable legal investment restrictions. The uncertainties
described above--and any unfavorable future determinations concerning legal
investment or financial institution regulatory characteristics of the offered
certificates--may adversely affect the liquidity of any class of offered
certificates.


                                      103



     Accordingly, if your investment activities are subject to legal investment
laws and regulations, regulatory capital requirements or review by regulatory
authorities, you should consult with your own legal advisors in determining
whether and to what extent the offered certificates of any class constitute
legal investments or are subject to investment, capital or other restrictions
and, if applicable, whether SMMEA has been overridden in any jurisdiction
relevant to you.

                             METHOD OF DISTRIBUTION

     The certificates offered hereby and by related prospectus supplements will
be offered in series through one or more of the methods described below. The
prospectus supplement prepared for each series will describe the method of
offering being utilized for that series and will state the net proceeds to us
from that sale.

     We intend that certificates will be offered through the following methods
from time to time and that offerings may be made concurrently through more than
one of these methods or that an offering of a particular series of offered
certificates may be made through a combination of two or more of these methods.
The methods are as follows:

     o    by negotiated firm commitment underwriting and public offering by one
          or more underwriters specified in the related prospectus supplement;

     o    by placements through one or more placement agents specified in the
          related prospectus supplement primarily with institutional investors
          and dealers; and

     o    through direct offerings by us.

     If specified in the prospectus supplement relating to a series of offered
certificates, we or any of our affiliates or any other person or persons
specified in the prospectus supplement (including originators of mortgage loans)
may purchase some or all of one or more classes of offered certificates of that
series from the underwriter or underwriters or any other person or persons
specified in the prospectus supplement. Pursuant to this prospectus and the
related prospectus supplement, a purchaser may thereafter from time to time
offer and sell some or all of the certificates directly, or through one or more
underwriters to be designated at the time of the offering of the certificates,
or through dealers (whether acting as agent or as principal) or in any other
manner that may be specified in the related prospectus supplement. The offering
may be restricted in the manner specified in the related prospectus supplement.
The transactions may be effected at market prices prevailing at the time of
sale, at negotiated prices or at fixed prices.

     If underwriters are used in a sale of any offered certificates, other than
in connection with an underwriting on a best efforts basis, the certificates
will be acquired by the underwriters for their own account and may be resold
from time to time in one or more transactions, including negotiated
transactions, at fixed public offering prices or at varying prices to be
determined at the time of sale or at the time of commitment therefore. The
underwriters may be broker-dealers affiliated with us whose identities and
relationships to us will be as set forth in the related prospectus supplement.
The managing underwriter or underwriters with respect to the offer and sale of a
particular series of offered certificates will be set forth in the cover of the
prospectus supplement relating to that series and the members of the
underwriting syndicate, if any, will be named in the prospectus supplement.

     In connection with the sale of the offered certificates, underwriters may
receive compensation from us or from purchasers of the offered certificates in
the form of discounts, concessions or commissions. Underwriters and dealers
participating in the distribution of the certificates will be deemed to be
underwriters in connection with those certificates, and any discounts or
commissions received by them from us and any profit on the resale of
certificates by them will be deemed to be underwriting discounts and commissions
under the Securities Act of 1933, as amended.

     It is anticipated that the underwriting agreement pertaining to the sale of
any series of certificates will provide that the obligations of the underwriters
will be subject to some conditions precedent, including the following:


                                      104



     o    that the underwriters will be obligated to purchase all certificates
          if any are purchased, other than in connection with an underwriting on
          a best efforts basis; and

     o    that we will indemnify the several underwriters, and each person, if
          any, who controls any related underwriters within the meaning of
          Section 15 of the Securities Act, against some civil liabilities,
          including liabilities under the Securities Act, or will contribute to
          payments required to be made in respect of the Securities Act.

     The prospectus supplement with respect to any series offered by placements
through dealers will contain information regarding the nature of the offering
and any agreements to be entered into between us and purchasers of certificates
of those series.

     In no event will 10% or more of any trust fund include mortgage loans
secured by properties located outside of the United States or its territories or
possessions.

     We anticipate that the certificates offered hereby will be sold primarily
to institutional investors. Purchasers of offered certificates, may, depending
on the facts and circumstances of their purchases, and in the case of purchasers
that are dealers, will, be deemed to be underwriters within the meaning of the
Securities Act in connection with reoffers and sales by them of offered
certificates. Certificateholders should consult with their legal advisors in
this regard prior to any related reoffer or sale.

     As to each series of certificates, only those classes rated in an
investment grade rating category by any rating agency will be offered hereby.
Any unrated class may be initially retained by us, and may be sold by us at any
time to one or more institutional investors.

     If and to the extent required by applicable law or regulation, this
prospectus will be used by Bear, Stearns & Co. Inc., our affiliate, in
connection with offers and sales related to market-making transactions in the
offered certificates previously offered hereunder in transactions in which Bear,
Stearns & Co. Inc. acts as principal. Bear, Stearns & Co. Inc. may also act as
agent in those transactions. Sales may be made at negotiated prices determined
at the time of sale.

                       WHERE YOU CAN FIND MORE INFORMATION

     We have filed with the SEC a registration statement, including this
prospectus and a form of the prospectus supplement, under the Securities Act of
1933, as amended, with respect to the offered certificates. This prospectus and
the applicable prospectus supplement relating to each series of offered
certificates contain summaries of the material terms of the documents referred
to, but do not contain all of the information contained in the registration
statement. For further information regarding the documents referred to in this
prospectus and the applicable prospectus supplement, you should refer to the
registration statement and the exhibits to the registration statement. Copies of
the Registration Statement and other filed materials, including annual reports
on Form 10-K, distribution reports on Form 10-D, current reports on Form 8-K,
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 Section 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 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.

     If so specified in the related prospectus supplement, copies of all filings
through the EDGAR system of the related issuing entity on Form 10-D, Form 10-K
and Form 8-K will be made available on the applicable trustee's or other
identified party's website.


                                      105



                 INCORPORATION OF SOME INFORMATION BY REFERENCE

     The SEC allows us to incorporate by reference information that we file with
the SEC, which allows us to disclose important information to you by referring
you to those documents. The information incorporated by reference is considered
to be part of this prospectus and the applicable prospectus supplement.
Information that we file later with the SEC will automatically update the
information in this prospectus and the applicable prospectus supplement. In all
cases, you should rely on the later information over different information
included in this prospectus or the applicable prospectus supplement. As a
recipient of this prospectus, you may request a copy of any document we
incorporate by reference, except exhibits to the documents (unless the exhibits
are specifically incorporated by reference), at no cost, by writing or calling:
Bear Stearns Commercial Mortgage Securities Inc., 383 Madison Avenue, New York,
New York 10179, Attention: J. Christopher Hoeffel (212) 272-2000. We have
determined that our financial statements will not be material to the offering of
any offered certificates.

                                     REPORTS

     We have not authorized anybody to give you any information or to make any
representation not contained in this prospectus and any related prospectus
supplement and you should not rely on any related information or representation
that is not contained in this document. This prospectus and any related
prospectus supplement do not constitute an offer to sell or a solicitation of an
offer to buy any securities other than the certificates being offered pursuant
to the related prospectus supplement. They also do not constitute an offer of
the offered certificates to any person in any state or other jurisdiction in
which the offer would be unlawful. The delivery of this prospectus to you at any
time does not imply that information contained in this document is correct as of
any time subsequent to the date of this document; however, if any material
change occurs while this prospectus is required by law to be delivered, we will
amend or supplement this prospectus accordingly.

     The servicer or trustee for each series will be required to mail to holders
of the certificates of each series periodic unaudited reports concerning the
related trust fund. If holders of beneficial interests in a class of offered
certificates are holding and transferring in book-entry form through the
facilities of DTC, then unless otherwise provided in the related prospectus
supplement, the reports will be sent on behalf of the related trust fund to a
nominee of DTC as the registered holder of the offered certificates. Conveyance
of notices and other communications by DTC to its participating organizations,
and directly or indirectly through the participating organizations to the
beneficial owners of the applicable offered certificates, will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time. We will file or cause to be filed with the
SEC the periodic reports with respect to each trust fund as are required under
the Securities Exchange Act of 1934, as amended, and the rules and regulations
of the SEC thereunder.

                              FINANCIAL INFORMATION

     A new trust fund will be formed with respect to each series of
certificates. No trust fund will engage in any business activities or have any
assets or obligations prior to the issuance of the related series of
certificates. Accordingly, no financial statements with respect to any trust
fund will be included in this prospectus or in the related prospectus
supplement.

                                  LEGAL MATTERS

     The validity of the certificates of each series will be passed upon for us
by Cadwalader, Wickersham & Taft LLP, New York, New York, or other counsel
identified in the prospectus supplement for that series.

                                     RATINGS

     It is a condition to the issuance of any class of offered certificates that
they shall have been rated not lower than investment grade, that is, in one of
the four highest rating categories, by at least one rating agency.

     Ratings on mortgage pass-through certificates address the likelihood of
receipt by you of all collections on the underlying mortgage assets to which you
are entitled. Ratings address the structural, legal and issuer-related aspects


                                      106



associated with those certificates, the nature of the underlying mortgage loans
and the credit quality of the guarantor, if any. Ratings on mortgage
pass-through certificates do not represent any assessment of the likelihood of
principal prepayments by borrowers or of the degree by which prepayments might
differ from those originally anticipated. As a result, you might suffer a lower
than anticipated yield, and, in addition, holders of stripped interest
certificates in extreme cases might fail to recoup their initial investments.

     A security rating is not a recommendation to buy, sell or hold securities
and may be subject to revision or withdrawal at any time by the assigning rating
organization. Each security rating should be evaluated independently of any
other security rating.


                                      107



                                    GLOSSARY

     Accrued Certificate Interest -- With respect to each class of certificates
(other than some classes of stripped interest certificates and some classes of
residual certificates), the "Accrued Certificate Interest" for each distribution
date will be equal to interest at the applicable pass-through rate accrued for a
specified period (generally equal to the time period between distribution dates)
on the outstanding certificate balance of the class of certificates immediately
prior to the distribution date. Unless otherwise provided in the related
prospectus supplement, the Accrued Certificate Interest for each distribution
date on a class of stripped interest certificates will be similarly calculated
except that it will accrue on a notional amount that is either based on the
principal balances of some or all of the mortgage assets in the related trust
fund or equal to the certificate balances of one or more other classes of
certificates of the same series.

     ARM Loans -- mortgage loans with adjustable mortgage rates.

     Available Distribution Amount -- Unless otherwise provided in the related
prospectus supplement, the "Available Distribution Amount" for any series of
certificates and any distribution date will refer to the total of all payments
or other collections (or advances in lieu thereof) on, under or in respect of
the mortgage assets and any other assets included in the related trust fund that
are available for distribution to the holders of certificates of the series on
the date.

     Debt Service Coverage Ratio -- Unless otherwise defined in the related
prospectus supplement, the "Debt Service Coverage Ratio" of a mortgage loan at
any given time is the ratio of the Net Operating Income derived from the related
mortgaged property for a twelve-month period to the annualized scheduled
payments on the mortgage loan and any other loans senior to it that are secured
by the related mortgaged property.

     Disqualified Organization -- any of the following:

     o    the United States, any of its state or political subdivisions;

     o    any foreign government;

     o    any international organization;

     o    any agency or instrumentality of any of the foregoing, provided that
          the term does not include an instrumentality if all of its activities
          are subject to tax and, except in the case of the Federal Home Loan
          Mortgage Corporation, a majority of its board of directors is not
          selected by any related governmental entity;

     o    any cooperative organization furnishing electric energy or providing
          telephone service to persons in rural areas as described in Internal
          Revenue Code Section 1381(a)(2)(C); and

     o    any organization, other than a farmers' cooperative described in
          Internal Revenue Code Section 521, that is exempt from taxation under
          the Internal Revenue Code unless the organization is subject to the
          tax on unrelated business income imposed by Internal Revenue Code
          Section 511.

     Due Period -- Unless otherwise specified in the prospectus supplement for a
series of certificates, a "Due Period" is a specified time period generally
corresponding in length to the time period between distribution dates, and all
scheduled payments on the mortgage loans in the related trust fund that are due
during a given Due Period will, to the extent received by a specified date,
called the determination date, or otherwise advanced by the related servicer or
other specified person, be distributed to the holders of the certificates of the
series on the next succeeding distribution date.

     ERISA -- The Employee Retirement Income Security Act of 1974, as amended.

     Excess Funds -- Unless otherwise specified in the related prospectus
supplement, "Excess Funds" will, in general, represent that portion of the
amounts distributable in respect of the certificates of any series on any


                                      108



distribution date that represent interest received or advanced on the mortgage
assets in the related trust fund that is in excess of the interest currently
accrued on the certificates or prepayment premiums, payments from equity
participations or any other amounts received on the mortgage assets in the
related trust fund that do not constitute interest or principal.

     Internal Revenue Code -- The Internal Revenue Code of 1986, as amended.

     Loan-to-Value Ratio -- Unless otherwise defined in the related prospectus
supplement, the "Loan-to-Value Ratio" of a mortgage loan at any given time is
the ratio (expressed as a percentage) of the then outstanding principal balance
of the mortgage loan and any other loans senior to it that are secured by the
related mortgaged property to the Value of the related mortgaged property.

     MBS -- pass-through certificates or other mortgage-backed securities that
evidence interests in, or that are secured by pledges of, one or more of various
types of multifamily or commercial mortgage loans.

     Net Operating Income -- Unless otherwise defined in the related prospectus
supplement, "Net Operating Income" means, for any given period, the total
operating revenues derived from a mortgaged property during the period, minus
the total operating expenses incurred in respect of the mortgaged property
during the period other than non-cash items such as depreciation and
amortization, capital expenditures, and debt service on the related mortgage
loan or on any other loans that are secured by the mortgaged property.

     Non-U.S. Person -- The term "Non-U.S. Person" means any person who is not a
U.S. Person.

     Pass-Through Entity -- "Pass-Through Entity" means any regulated investment
company, real estate investment trust, common trust fund, partnership, trust or
estate and some corporations operating on a cooperative basis. Except as may be
provided in Treasury regulations, any person holding an interest in a
Pass-Through Entity as a nominee for another will, with respect to the interest,
be treated as a Pass-Through Entity.

     Plan -- Any retirement plan or other employee benefit plan or arrangement
subject to Title I of ERISA, Section 4975 of the Internal Revenue Code or
applicable Similar Law.

     Service -- The Internal Revenue Service.

     Similar Law -- Any applicable federal, state or local law materially
similar to Title I of ERISA or Section 4975 of the Internal Revenue Code.

     SMMEA -- The Secondary Market Mortgage Enhancement Act of 1984, as amended.

     U.S. Person -- The term "U.S. Person" means a citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in or under the laws of the United States or any State, an estate that is
subject to United States federal income tax regardless of the source of its
income or a trust if:

     o    for taxable years beginning after December 31, 1996 (or for taxable
          years ending after August 20, 1996, if the trustee has made an
          applicable election), a court within the United States is able to
          exercise primary supervision over the administration of the trust, and
          one or more United States persons have the authority to control all
          substantial decisions of the trust; or

     o    for all other taxable years, the trust is subject to United States
          federal income tax regardless of the source of its income (or, to the
          extent provided in applicable Treasury Regulations, some trusts in
          existence on August 20, 1996 which are eligible to elect to be treated
          as U.S. Persons).

     Value -- The "Value" of a mortgaged property is generally its fair market
value determined in an appraisal obtained by the originator at the origination
of the loan.


                                      109









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The attached diskette contains one spreadsheet file that can be put on a
user-specified hard drive or network drive. This spreadsheet file is a Microsoft
Excel(1) file. The spreadsheet file provides, in electronic format, statistical
information that appears under the caption "Description of the Mortgage Pool"
in, and on Appendix B and Appendix C to, this prospectus supplement. Defined
terms used, but not otherwise defined, in the spreadsheet file will have the
respective meanings assigned to them in the glossary to this prospectus
supplement. All the information contained in the spreadsheet file is subject to
the same limitations and qualifications contained in this prospectus supplement.
Prospective investors are strongly urged to read this prospectus supplement and
accompanying prospectus in its entirety prior to accessing the spreadsheet file.

----------
(1)  Microsoft Excel is a registered trademark of Microsoft Corporation



The attached diskette contains one spreadsheet file that can be put on a
user-specified hard drive or network drive. This spreadsheet file is a Microsoft
Excel(1) file. The spreadsheet file provides, in electronic format, statistical
information that appears under the caption "Description of the Mortgage Pool"
in, and on Appendix B and Appendix C to, this prospectus supplement. Defined
terms used, but not otherwise defined, in the spreadsheet file will have the
respective meanings assigned to them in the glossary to this prospectus
supplement. All the information contained in the spreadsheet file is subject to
the same limitations and qualifications contained in this prospectus supplement.
Prospective investors are strongly urged to read this prospectus supplement and
accompanying prospectus in its entirety prior to accessing the spreadsheet file.

----------
(1)  Microsoft Excel is a registered trademark of Microsoft Corporation