Filed Pursuant to Rule 424B5
Registration File No.: 333-130789-02

PROSPECTUS SUPPLEMENT
(To Accompany Prospectus dated September 13, 2006)

$1,375,496,000 (Approximate)

Bear Stearns Commercial Mortgage Securities Trust 2006-TOP24

as Issuing Entity

Bear Stearns Commercial Mortgage Securities Inc.

as Depositor

Morgan Stanley Mortgage Capital Inc.
Bear Stearns Commercial Mortgage, Inc.
Wells Fargo Bank, National Association
Principal Commercial Funding II, LLC

as Sponsors and Mortgage Loan Sellers

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-TOP24

The depositor is offering selected classes of its Series 2006-TOP24 Commercial Mortgage Pass-Through Certificates, which represent beneficial ownership interests in the Series 2006-TOP24 trust. The trust’s primary assets will be 153 fixed rate mortgage loans secured by first liens on 158 multifamily and commercial properties. Distributions on the certificates will be made on the 12^th day of each month, or if such 12^th day is not a business day, on the next succeeding business day, commencing November 13, 2006 in accordance with the priorities described in this prospectus supplement under ‘‘Description of the Offered Certificates—Distributions.’’ Certain classes of subordinate certificates will provide credit support to certain classes of senior certificates as described in this prospectus supplement under ‘‘Description of the Offered Certificates—Distributions; Subordination; Allocation of Losses and Certain Expenses.’’ The Series 2006-TOP24 Certificates represent interests in and obligations of the issuing entity only and are not interests in or obligations of the depositor, the sponsors or any of their respective affiliates, and neither the certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency or private insurer. The depositor will not list the offered certificates on any securities exchange or any automated quotation system of any national securities association.

Investing in the certificates offered to you involves risks. See ‘‘Risk Factors’’ beginning on page S-35 of this prospectus supplement and page 2 of the prospectus.

Characteristics of the certificates offered to you include:

Class			Approximate Initial Certificate Balance (1)						Approximate Initial Pass-Through Rate			Pass-Through Rate Description (2)			Ratings (Fitch/Moody’s)
Class A-1				$	59,200,000				4.905%			Fixed			AAA/Aaa
Class A-2				$	173,230,000				5.478%			Fixed			AAA/Aaa
Class A-3				$	91,660,000				5.531%			Fixed			AAA/Aaa
Class A-AB				$	81,000,000				5.533%			Fixed			AAA/Aaa
Class A-4				$	715,258,000				5.537%			Fixed			AAA/Aaa
Class A-M				$	153,472,000				5.568%			Fixed			AAA/Aaa
Class A-J				$	101,676,000				5.598%			Fixed			AAA/Aaa

(1) The certificate balances are approximate and on the closing date may vary by up to 5%. Mortgage loans may be removed from or added to the mortgage pool prior to the closing within such maximum permitted variance. Any reduction or increase in the number of mortgage loans within these parameters will result in consequential changes to the initial certificate balance of each class of offered certificates and to the other statistical data contained in this prospectus supplement. No changes in the statistical data will be made in the final prospectus supplement unless such changes are material.

(2) The pass-through rate for the Class A-1 Certificates will, at all times, be fixed at its initial rate of 4.905%. The pass-through rate for the Class A-2 Certificates will, at all times, be fixed at its initial rate of 5.478%. The pass-through rate for the Class A-3 Certificates will, at all times, be fixed at its initial rate of 5.531%. The pass-through rate for the Class A-AB Certificates will, at all times, be fixed at its initial rate of 5.533%. The pass-through rate for the Class A-4 Certificates will, at all times, be fixed at its initial rate of 5.537%. The pass-through rate for the Class A-M Certificates will, at all times, be a per annum rate equal to the lesser of 5.568% and the weighted average net mortgage rate. The pass-through rate for the Class A-J Certificates will, at all times, be a per annum rate equal to the lesser of 5.598% and the weighted average net mortgage rate.

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

Bear, Stearns & Co. Inc. and Morgan Stanley & Co. Incorporated, will act as co-lead managers and co-bookrunners with respect to the offered certificates. Bear, Stearns & Co. Inc. and Morgan Stanley & Co. Incorporated, the underwriters, will purchase the certificates offered to you from Bear Stearns Commercial Mortgage Securities Inc. and will offer them to the public at negotiated prices determined at the time of sale. The underwriters expect to deliver the certificates to purchasers on or about October 31, 2006. The Depositor expects to receive from this offering approximately $1,382,090,313, plus accrued interest from the cut-off date, before deducting expenses payable by the Depositor.

Bear, Stearns & Co. Inc. Morgan Stanley

October 18, 2006

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

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

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

                                   ----------

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

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

          All appendices, schedules and exhibits to this prospectus supplement
are a part of this prospectus supplement.

                                   ----------

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

                             EUROPEAN ECONOMIC AREA

          In relation to each Member State of the European Economic Area which
has implemented the Prospectus Directive, 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 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:

          (a)  to legal entities which are authorized or regulated to operate in
               the financial markets or, if not so authorized 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.


                                      S-3



                                 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) received by it in connection with the issue or
sale of the certificates in circumstances in which Section 21(1) of the
Financial Services and Markets Act 2000 does not apply to the Depositor; and

          (b) it has complied and will comply with all applicable provisions of
the Financial Services and Markets Act 2000 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 authorized person under the Financial Services and Markets Act 2000,
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.

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


                                       S-4



                                TABLE OF CONTENTS

IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS..............................     S-3
Executive Summary.......................................................     S-6
Summary of Prospectus Supplement........................................     S-7
   What You Will Own....................................................     S-7
   Relevant Parties and Dates...........................................     S-8
   Offered Certificates.................................................    S-13
   Information About The Mortgage Pool..................................    S-22
   Additional Aspects of Certificates...................................    S-31
Risk Factors............................................................    S-35
Transaction Parties.....................................................    S-86
   The Sponsors, Mortgage Loan Sellers and Originators..................    S-86
   The Depositor........................................................    S-94
   The Issuing Entity...................................................    S-95
   The Trustee and the Custodian........................................    S-96
   The Paying Agent, Certificate Registrar and Authenticating Agent.....    S-99
   Master Servicer......................................................   S-100
   Primary Servicer.....................................................   S-101
   The Special Servicer.................................................   S-102
Description of the Offered Certificates.................................   S-104
   General..............................................................   S-104
   Certificate Balances.................................................   S-105
   Pass-Through Rates...................................................   S-107
   Distributions........................................................   S-109
   Optional Termination.................................................   S-119
   Advances.............................................................   S-120
   Reports to Certificateholders; Available Information.................   S-123
   Example of Distributions.............................................   S-127
   Expected Final Distribution Date; Rated Final Distribution Date......   S-128
   Amendments to the Pooling and Servicing Agreement....................   S-128
   Evidence as to Compliance............................................   S-130
Yield, Prepayment and Maturity Considerations...........................   S-131
   General..............................................................   S-131
   Pass-Through Rates...................................................   S-131
   Rate and Timing of Principal Payments................................   S-131
   Unpaid Distributable Certificate Interest............................   S-133
   Losses and Shortfalls................................................   S-133
   Relevant Factors.....................................................   S-133
   Weighted Average Life................................................   S-134
Description of the Mortgage Pool........................................   S-137
   General..............................................................   S-137
   Material Terms and Characteristics of the Mortgage Loans.............   S-138
   Assessments of Property Value and Condition..........................   S-146
   Environmental Insurance..............................................   S-148
   Additional Mortgage Loan Information.................................   S-148
   Standard Hazard Insurance............................................   S-151
   Significant Obligors.................................................   S-152
   Sale of the Mortgage Loans...........................................   S-152
   Representations and Warranties.......................................   S-153
   Repurchases and Other Remedies.......................................   S-155
   Changes In Mortgage Pool Characteristics.............................   S-156
   Mortgage Electronic Registration Systems.............................   S-156
Servicing of the Mortgage Loans.........................................   S-156
   General..............................................................   S-156
   Servicing of the 225 South Sixth Street Loan Group...................   S-159
   The Master Servicer..................................................   S-162
   Events of Default....................................................   S-163
   The Operating Adviser................................................   S-165
   Mortgage Loan Modifications..........................................   S-167
   Sale of Defaulted Mortgage Loans.....................................   S-168
   Foreclosures.........................................................   S-168
Material Federal Income Tax Consequences................................   S-169
   General..............................................................   S-169
   Original Issue Discount and Premium..................................   S-171
   Prepayment Premiums and Yield Maintenance Charges....................   S-171
   Additional Considerations............................................   S-171
Certain Legal Aspects of Mortgage Loans.................................   S-172
   Oregon...............................................................   S-172
   California...........................................................   S-172
   Minnesota............................................................   S-172
   Certain ERISA Considerations.........................................   S-173
   Plan Assets and Prohibited Transactions..............................   S-173
   Special Exemption Applicable to the Offered Certificates.............   S-173
   Insurance Company General Accounts...................................   S-175
   General Investment Considerations ...................................   S-175
Legal Investment........................................................   S-176
Legal Matters...........................................................   S-178
Ratings.................................................................   S-179
Glossary of Terms.......................................................   S-180
APPENDIX I - Mortgage Pool Information (Tables) ........................     I-1
APPENDIX II - Certain Characteristics of the Mortgage Loans.............    II-1
APPENDIX III - Significant Loan Summaries ..............................   III-1
APPENDIX IV - Form of Statement to Certificateholders...................    IV-1
SCHEDULE A - Class A-AB Planned Principal Balance.......................     A-1
SCHEDULE B - Rates Used in Determination of Class X Pass-Through Rates..     B-1


                                       S-5



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                                EXECUTIVE SUMMARY

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

                              CERTIFICATE STRUCTURE



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

    27.000%       CLASS A-1      $   59,200,000        4.905%          AAA/Aaa             3.857%           3.39         1-59
    27.000%       CLASS A-2      $  173,230,000        5.478%          AAA/Aaa            11.287%           4.88        59-60
    27.000%       CLASS A-3      $   91,660,000        5.531%          AAA/Aaa             5.972%           6.81        81-83
    27.000%      CLASS A-AB      $   81,000,000        5.533%          AAA/Aaa             5.278%           7.60        60-114
    27.000%       CLASS A-4      $  715,258,000        5.537%          AAA/Aaa            46.605%           9.80       114-119
    17.000%       CLASS A-M      $  153,472,000        5.568%          AAA/Aaa            10.000%           9.91       119-120
    10.375%       CLASS A-J      $  101,676,000        5.598%          AAA/Aaa             6.625%           9.95       120-120
     8.500%        CLASS B       $   28,776,000        5.657%           AA/Aa2             1.875%           9.95       120-120
     7.625%        CLASS C       $   13,429,000        5.687%          AA-/Aa3             0.875%           9.95       120-120
     6.250%        CLASS D       $   21,102,000        5.756%            A/A2              1.375%           9.95       120-120
     5.375%        CLASS E       $   13,429,000        5.811%           A-/A3              0.875%          10.39       120-135
     4.500%        CLASS F       $   13,429,000        5.940%         BBB+/Baa1            0.875%          11.20       135-135
     3.250%        CLASS G       $   19,184,000        6.121%          BBB/Baa2            1.250%          11.20       135-135
     2.625%        CLASS H       $    9,592,000        6.194%         BBB-/Baa3            0.625%          11.20       135-135
    ______        CLASS J-P      $   40,286,954        5.262%             --                  --              --            --
    ______        CLASS X-1      $1,534,723,954        0.050%          AAA/Aaa                --              --            --
    ______        CLASS X-2      $1,502,572,000        0.628%          AAA/Aaa                --              --            --


o    The notional amount of the Class X-1 Certificates initially will be
     $1,534,723,954 and the notional amount of the Class X-2 Certificates
     initially will be $1,502,572,000. The Class X-1 Certificates and the Class
     X-2 Certificates are not offered pursuant to the prospectus and this
     prospectus supplement. Any information provided in this prospectus
     supplement regarding the characteristics of these certificates is provided
     only to enhance your understanding of the offered certificates.

o    The percentages indicated under the column "Approximate Credit Support"
     with respect to the Class A-1, Class A-2, Class A-3, Class A-AB and Class
     A-4 Certificates represent the approximate credit support for the Class
     A-1, Class A-2, Class A-3, Class A-AB and Class A-4 Certificates in the
     aggregate.

o    The initial certificate balance on the closing date may vary by up to 5%.
     Mortgage loans may be removed from or added to the mortgage pool prior to
     the closing date within such maximum permitted variance. Any reduction or
     increase in the number of mortgage loans within these parameters will
     result in consequential changes to the initial certificate balance of each
     class of offered certificates and to the other statistical data contained
     in this prospectus supplement. No changes in the statistical data will be
     made in the final prospectus supplement unless such changes are material.

o    The Class X-1 Certificates and the Class X-2 Certificates (together, the
     "Class X Certificates") and the Class B, Class C, Class D, Class E, Class
     F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O
     and Class P Certificates are not offered pursuant to this prospectus
     supplement. We sometimes refer to these certificates collectively as the
     "privately offered certificates."

o    The pass-through rate for the Class A-1 Certificates will, at all times, be
     fixed at its initial rate of 4.905%. The pass-through rate for the Class
     A-2 Certificates will, at all times, be fixed at its initial rate of
     5.478%. The pass-through rate for the Class A-3 Certificates will, at all
     times, be fixed at its initial rate of 5.531%. The pass-through rate for
     the Class A-AB Certificates will, at all times, be fixed at its initial
     rate of 5.533%. The pass-through rate for the Class A-4 Certificates will,
     at all times, be fixed at its initial rate of 5.537%. The pass-through rate
     for the Class A-M Certificates will, at all times, be a per annum rate
     equal to the lesser of 5.568% and the weighted average net mortgage rate.
     The pass-through rate for the Class A-J Certificates will, at all times, be
     a per annum rate equal to the lesser of 5.598% and the weighted average net
     mortgage rate.

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

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

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

o    It is a condition to the issuance of the certificates that the certificates
     receive the ratings set forth above.

[_]  Offered certificates.

[_]  Certificates not offered pursuant to this prospectus supplement.

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                                       S-6



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                        SUMMARY OF PROSPECTUS SUPPLEMENT

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

                                WHAT YOU WILL OWN

GENERAL.......................   Your certificates (along with the privately
                                 offered certificates) will represent beneficial
                                 interests in a trust created by us on the
                                 closing date. All payments to you will come
                                 only from the amounts received in connection
                                 with the assets of the trust. The trust's
                                 assets will primarily consist of 153 fixed rate
                                 mortgage loans secured by first mortgage liens
                                 on 158 commercial, manufactured housing
                                 community and multifamily properties.

TITLE OF CERTIFICATES.........   Commercial Mortgage Pass-Through Certificates,
                                 Series 2006-TOP24.

MORTGAGE POOL.................   The mortgage pool consists of 153 mortgage
                                 loans with an aggregate principal balance of
                                 all mortgage loans as of the cut-off date, of
                                 approximately $1,534,723,955, which may vary on
                                 the closing date by up to 5%. Each mortgage
                                 loan requires scheduled payments of principal
                                 and/or interest to be made monthly. For
                                 purposes of those mortgage loans that have a
                                 due date on a date other than the first of the
                                 month, we have assumed that those mortgage
                                 loans are due on the first of the month for
                                 purposes of determining their cut-off dates and
                                 cut-off date balances.

                                 As of the cut-off date, the balances of the
                                 mortgage loans in the mortgage pool ranged from
                                 approximately $748,925 to approximately
                                 $186,550,000 and the mortgage loans had an
                                 approximate average balance of $10,030,876.

                                 The transfers of the mortgage loans from the
                                 mortgage loan sellers to the depositor and from
                                 the depositor to the issuing entity in exchange
                                 for the certificates are illustrated below:

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                                      S-7



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            ------------                  ------------
              MORTGAGE
            LOAN SELLERS                    INVESTORS
            ------------                  ------------
              |     /|\                     |     /|\
              |      |                      |      |
              |      |                      |      |
  MORTGAGE    |      |    CASH       CASH   |      |  CERTIFICATES
    LOANS     |      |                      |      |
              |      |                      |      |
             \|/     |                     \|/     |
            ------------        CASH      ------------
                        <-----------------
              DEPOSITOR                   UNDERWRITERS
                        ----------------->
            ------------   CERTIFICATES   ------------
              |     /|\
              |      |
  MORTGAGE    |      |
    LOANS     |      |    CERTIFICATES
              |      |
              |      |
             \|/     |
            ------------
               ISSUING
               ENTITY
            ------------

                           RELEVANT PARTIES AND DATES

ISSUING ENTITY................   Bear Stearns Commercial Mortgage Securities
                                 Trust 2006-TOP24, 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
                                 servicer, the special servicer, the trustee and
                                 the paying agent. See "Transaction Parties--The
                                 Issuing Entity" in this prospectus supplement.

DEPOSITOR.....................   Bear Stearns Commercial Mortgage Securities
                                 Inc., a Delaware corporation, 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. Bear Stearns Commercial
                                 Mortgage Securities Inc. is an affiliate of
                                 Bear Stearns Commercial Mortgage, Inc., a
                                 sponsor of this transaction and a mortgage loan
                                 seller, and Bear, Stearns & Co. Inc., one of
                                 the underwriters. See "Transaction Parties--The
                                 Depositor" in this prospectus supplement.

MASTER SERVICER...............   Wells Fargo Bank, National Association, a
                                 national banking association, will act as
                                 master servicer with respect to all of the
                                 mortgage loans in the trust. Wells Fargo will
                                 acquire the right to master service the
                                 mortgage loans that are sold to the trust by
                                 the other sponsors as a result of entering into
                                 servicing rights purchase

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


                                       S-8



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                                 agreements with such sponsors. See "Servicing
                                 of the Mortgage Loans--General" and
                                 "Transaction Parties--Master Servicer" in this
                                 prospectus supplement. The master servicer will
                                 be primarily responsible for servicing and
                                 administering, directly or through
                                 sub-servicers, mortgage loans (a) as to which
                                 there is no default or reasonably foreseeable
                                 default that would give rise to a transfer of
                                 servicing to the 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,
                                 the master servicer will be primarily
                                 responsible for making principal and interest
                                 advances and servicing advances 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 scheduled principal balance of
                                 each mortgage loan. The master servicing fee
                                 rate for Wells Fargo Bank, National Association
                                 will range, on a loan-by-loan basis, from 0.01%
                                 per annum to 0.02% per annum. In addition, the
                                 master servicer will be entitled to retain
                                 certain borrower-paid fees and certain income
                                 from investment of certain accounts maintained
                                 as part of the trust, as additional servicing
                                 compensation.

PRIMARY SERVICERS.............   Principal Global Investors, LLC will act as
                                 primary servicer with respect to those mortgage
                                 loans, representing 14.5% of the initial
                                 outstanding pool balance, sold to the trust by
                                 Principal Commercial Funding II, LLC. Principal
                                 Global Investors, LLC is the parent of
                                 Principal Commercial Funding, LLC, which owns a
                                 49% interest in Principal Commercial Funding
                                 II, LLC. In addition, Wells Fargo Bank,
                                 National Association will act as primary
                                 servicer with respect to those mortgage loans
                                 sold to the trust by Wells Fargo Bank, National
                                 Association, Bear Stearns Commercial Mortgage,
                                 Inc. and Morgan Stanley Mortgage Capital Inc.
                                 See "Servicing of the Mortgage Loans--General"
                                 and "Transaction Parties--Primary Servicer" in
                                 this prospectus supplement. Each of Principal
                                 Global Investors, LLC and Wells Fargo Bank,
                                 National Association 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 scheduled 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. The primary
                                 servicing fee rate for Principal Global
                                 Investors, LLC is 0.01% per annum. The primary
                                 servicing fee rate (including any subservicing
                                 fees) for Wells Fargo Bank, National
                                 Association will range, on a loan-by-loan
                                 basis, from 0.01% per annum to 0.10% per annum.

SPECIAL SERVICER...............  ARCap Servicing, Inc., a Delaware corporation,
                                 will act as special servicer with respect to
                                 all of the mortgage loans in the trust.
                                 Generally, the 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 servicer's principal compensation for
                                 its special servicing activities will be the
                                 special

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                                      S-9



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                                 servicing fee, the workout fee and the
                                 liquidation fee. See "Servicing of the Mortgage
                                 Loans--General" 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 scheduled 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
                                 (net of any expenses incurred by the special
                                 servicer on behalf of the trust in connection
                                 with the collection of the condemnation
                                 proceeds and insurance proceeds) including in
                                 connection with a repurchase of an A Note by
                                 the holder of the related B Note, unless
                                 otherwise provided in the related intercreditor
                                 agreement.

                                 The workout fee is a fee payable with respect
                                 to any rehabilitated mortgage loan (which means
                                 a specially serviced mortgage loan as to which
                                 three consecutive scheduled 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),
                                 serviced companion mortgage loan or B Note,
                                 equal to 1.0% of the amount of each collection
                                 of interest (other than default interest and
                                 any excess interest) and principal received
                                 (including any condemnation proceeds received
                                 and applied as a collection of the interest and
                                 principal) on such mortgage loan, serviced
                                 companion mortgage loan or B Note for so long
                                 as it remains a rehabilitated mortgage loan.

                                 In addition, the 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, as
                                 additional servicing compensation.

TRUSTEE AND CUSTODIAN..........  LaSalle Bank National Association, a national
                                 banking association, will act as trustee of the
                                 trust on behalf of the Series 2006-TOP24
                                 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 the master servicer fails to
                                 perform its advancing obligations. Following
                                 the transfer of the underlying mortgage loans
                                 into the trust, the trustee, on behalf of the
                                 trust, will become the holder of each mortgage
                                 loan transferred to the trust.

                                 The trustee fee is an amount equal to, in any
                                 month, the product of the portion of a rate
                                 equal to 0.00165% 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 scheduled
                                 principal balance of each mortgage loan. A
                                 portion of the trustee fee is payable to the
                                 paying agent.

PAYING AGENT..................   Wells Fargo Bank, National Association will act
                                 as the paying agent, certificate registrar and
                                 authenticating agent for the certificates.
                                 Wells

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                                 Fargo Bank, National Association is also the
                                 master servicer, a sponsor and a mortgage loan
                                 seller. The paying agent will also have, or be
                                 responsible for appointing an agent to perform,
                                 additional duties with respect to tax
                                 administration of the issuing entity. A portion
                                 of the trustee fee is payable to the paying
                                 agent. See "Transaction Parties--The Paying
                                 Agent, Certificate Registrar and Authenticating
                                 Agent" in this prospectus supplement.

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


SPONSORS......................   Wells Fargo Bank, National Association, a
                                 national banking association, Morgan Stanley
                                 Mortgage Capital Inc., a New York corporation,
                                 Bear Stearns Commercial Mortgage, Inc., a New
                                 York corporation, and Principal Commercial
                                 Funding II, LLC, a Delaware corporation are
                                 sponsors of this transaction. As sponsors,
                                 Wells Fargo Bank, National Association, Morgan
                                 Stanley Mortgage Capital Inc., Bear Stearns
                                 Commercial Mortgage, Inc. and Principal
                                 Commercial Funding II, LLC 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,
                                 and the trust will then issue the certificates.
                                 Wells Fargo Bank, National Association is also
                                 the master servicer, paying agent, certificate
                                 registrar and authenticating agent with respect
                                 to the mortgage loans and the trust. Morgan
                                 Stanley Mortgage Capital Inc. is an affiliate
                                 of Morgan Stanley & Co. Incorporated, one of
                                 the underwriters. Bear Stearns Commercial
                                 Mortgage, Inc. is an affiliate of the depositor
                                 and Bear, Stearns & Co. Inc., one of the
                                 underwriters. Principal Global Investors, LLC,
                                 the primary servicer with respect to those
                                 mortgage loans sold to the trust by Principal
                                 Commercial Funding II, LLC, is the parent of
                                 Principal Commercial Funding, LLC, which owns a
                                 49% interest in Principal Commercial Funding
                                 II, LLC. See "Transaction Parties--The
                                 Sponsors, Mortgage Loan Sellers and
                                 Originators" in this prospectus supplement.

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                                      S-11



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MORTGAGE LOAN SELLERS.........   Morgan Stanley Mortgage Capital Inc., will sell
                                 us forty-one (41) mortgage loans, representing
                                 39.7% of the initial outstanding pool balance.

                                 Bear Stearns Commercial Mortgage, Inc., will
                                 sell us twenty (20) mortgage loans,
                                 representing 24.4% of the initial outstanding
                                 pool balance.

                                 Wells Fargo Bank, National Association, will
                                 sell us fifty-four (54) mortgage loans,
                                 representing 21.3% of the initial outstanding
                                 pool balance.

                                 Principal Commercial Funding II, LLC, will sell
                                 us thirty-eight (38) mortgage loans,
                                 representing 14.5% of the initial outstanding
                                 pool balance.

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

ORIGINATORS...................   Each mortgage loan seller or its affiliate
                                 originated or acquired 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.

SIGNIFICANT OBLIGORS..........   The mortgaged property securing the mortgage
                                 loan identified on Appendix II to this
                                 prospectus supplement as the US Bancorp Tower
                                 mortgage loan represents approximately 12.2% of
                                 the initial mortgage pool balance. See
                                 "Description of the Mortgage Pool--Significant
                                 Obligors" in this prospectus supplement.

UNDERWRITERS..................   Bear, Stearns & Co. Inc. and Morgan Stanley &
                                 Co. Incorporated. Bear, Stearns & Co. Inc. is
                                 an affiliate of Bear Stearns Commercial
                                 Mortgage, Inc., one of the sponsors, and of the
                                 depositor. Morgan Stanley & Co. Incorporated is
                                 an affiliate of Morgan Stanley Mortgage Capital
                                 Inc., one of the sponsors.

CUT-OFF DATE..................   October 1, 2006. For purposes of the
                                 information contained in this prospectus
                                 supplement (including the appendices to this
                                 prospectus supplement), scheduled payments due
                                 in October 2006 with respect to mortgage loans
                                 not having payment dates on the first day of
                                 each month have been deemed received on October
                                 1, 2006, not the actual day on which such
                                 scheduled payments were due.

CLOSING DATE..................   On or about October 31, 2006.

DISTRIBUTION DATE.............   The 12th day of each month, or, if such 12th
                                 day is not a business day, the next succeeding
                                 business day, commencing in November 2006.

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

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                                      S-12



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EXPECTED FINAL DISTRIBUTION
   DATES......................   Class A-1    September 12, 2011
                                 Class A-2    October 12, 2011
                                 Class A-3    September 12, 2013
                                 Class A-AB   April 12, 2016
                                 Class A-4    September 12, 2016
                                 Class A-M    October 12, 2016
                                 Class A-J    October 12, 2016

                                 The Expected Final Distribution Date for each
                                 class of certificates is the date on which that
                                 class is expected to be paid in full, assuming
                                 no delinquencies, losses, modifications,
                                 extensions of maturity dates, repurchases or
                                 prepayments of the mortgage loans after the
                                 initial issuance of the certificates and
                                 according to the "Structuring Assumptions." Any
                                 mortgage loans with anticipated repayment dates
                                 are assumed to repay in full on those dates.
                                 The actual final distribution date for any
                                 class may be earlier or later (and could be
                                 substantially later) than the expected final
                                 distribution date.

RATED FINAL DISTRIBUTION
   DATE.......................   As to each class of certificates, the
                                 distribution date in October 2041, which is the
                                 first distribution date that follows by at
                                 least 60 months the end of the amortization
                                 term for the mortgage loan having an
                                 anticipated repayment date that, as of the
                                 cut-off date, has the longest remaining
                                 amortization term.

                              OFFERED CERTIFICATES

GENERAL.......................   We are offering the following seven (7) classes
                                 of our Series 2006-TOP24 Commercial Mortgage
                                 Pass-Through Certificates:

                                 o    Class A-l

                                 o    Class A-2

                                 o    Class A-3

                                 o    Class A-AB

                                 o    Class A-4

                                 o    Class A-M

                                 o    Class A-J

                                 The entire series will consist of a total of
                                 twenty-six (26) classes, the following nineteen
                                 (19) of which are not being offered by this
                                 prospectus supplement and the accompanying
                                 prospectus: Class X-1, Class X-2, Class B,
                                 Class C, Class D, Class E, Class F, Class G,
                                 Class H, Class J, Class K, Class L, Class M,
                                 Class N, Class O, Class P, Class R-I, Class
                                 R-II and Class R-III.

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CERTIFICATE BALANCE...........   Your certificates will have the approximate
                                 aggregate initial certificate balance presented
                                 on the cover page of this prospectus
                                 supplement, and this balance may vary by up to
                                 5% on the closing date. Mortgage loans may be
                                 removed from or added to the mortgage pool
                                 prior to the closing date within this maximum
                                 permitted variance. Any reduction or increase
                                 in the number of mortgage loans within these
                                 parameters will result in consequential changes
                                 to the initial certificate balance of each
                                 class of offered certificates and to the other
                                 statistical data contained in this prospectus
                                 supplement. No changes in the statistical data
                                 will be made in the final prospectus supplement
                                 unless such changes are material.

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

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

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

                                 o    during the period from the closing date
                                      through and including the distribution
                                      date occurring in October 2007, the sum of
                                      (a) the lesser of $53,906,000 and the
                                      certificate balance of the Class A-1
                                      Certificates outstanding from time to time
                                      and (b) the aggregate of the certificate
                                      balances of the Class A-2, Class A-3,
                                      Class A-AB, Class A-4, Class A-M, Class
                                      A-J, Class B, Class C, Class D, Class E,
                                      Class F, Class G, Class H, Class J, Class
                                      K and Class L Certificates outstanding
                                      from time to time;

                                 o    during the period following the
                                      distribution date occurring in October
                                      2007 through and including the
                                      distribution date occurring in October
                                      2008, the sum of (a) the lesser of
                                      $166,486,000 and the certificate balance
                                      of the Class A-2 Certificates outstanding
                                      from time to time, (b) the aggregate of
                                      the certificate balances of the Class A-3,
                                      Class A-AB, Class A-4, Class A-M, Class
                                      A-J, Class B, Class C, Class D, Class E,
                                      Class F, Class G, Class H, Class J and
                                      Class K Certificates outstanding from time
                                      to time and (c) the lesser of $3,039,000
                                      and the certificate balance of the Class L
                                      Certificates outstanding from time to
                                      time;

                                 o    during the period following the
                                      distribution date occurring in October
                                      2008 through and including the
                                      distribution date occurring in October
                                      2009, the sum of (a) the lesser of
                                      $102,905,000 and the

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                                      S-14



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                                      certificate balance of the Class A-2
                                      Certificates outstanding from time to
                                      time, (b) the aggregate of the certificate
                                      balances of the Class A-3, Class A-AB,
                                      Class A-4, Class A-M, Class A-J, Class B,
                                      Class C, Class D, Class E and Class F
                                      Certificates outstanding from time to time
                                      and (c) the lesser of $9,198,000 and the
                                      certificate balance of the Class G
                                      Certificates outstanding from time to
                                      time;

                                 o    during the period following the
                                      distribution date occurring in October
                                      2009 through and including the
                                      distribution date occurring in October
                                      2010, the sum of (a) the lesser of
                                      $41,780,000 and the certificate balance of
                                      the Class A-2 Certificates outstanding
                                      from time to time, (b) the aggregate of
                                      the certificate balances of the Class A-3,
                                      Class A-AB, Class A-4, Class A-M, Class
                                      A-J, Class B, Class C and Class D
                                      Certificates outstanding from time to time
                                      and (c) the lesser of $7,717,000 and the
                                      certificate balance of the Class E
                                      Certificates outstanding from time to
                                      time;

                                 o    during the period following the
                                      distribution date occurring in October
                                      2010 through and including the
                                      distribution date occurring in October
                                      2011, the sum of (a) the lesser of
                                      $7,961,000 and the certificate balance of
                                      the Class A-AB Certificates outstanding
                                      from time to time, (b) the aggregate of
                                      the certificate balances of the Class A-4,
                                      Class A-M, Class A-J, Class B and Class C
                                      Certificates outstanding from time to time
                                      and (c) the lesser of $2,363,000 and the
                                      certificate balance of the Class D
                                      Certificates outstanding from time to
                                      time;

                                 o    during the period following the
                                      distribution date occurring in October
                                      2011 through and including the
                                      distribution date occurring in October
                                      2012, the sum of (a) the lesser of
                                      $674,095,000 and the certificate balance
                                      of the Class A-4 Certificates outstanding
                                      from time to time, (b) the aggregate of
                                      the certificate balances of the Class A-M
                                      and Class A-J Certificates outstanding
                                      from time to time and (c) the lesser of
                                      $22,956,000 and the certificate balance of
                                      the Class B Certificates outstanding from
                                      time to time;

                                 o    during the period following the
                                      distribution date occurring in October
                                      2012 through and including the
                                      distribution date occurring in October
                                      2013, the sum of (a) the lesser of
                                      $558,914,000 and the certificate balance
                                      of the Class A-4 Certificates outstanding
                                      from time to time, (b) the aggregate of
                                      the certificate balances of the Class A-M
                                      and Class A-J Certificates outstanding
                                      from time to time and (c) the lesser of
                                      $2,936,000 and the certificate balance of
                                      the Class B Certificates outstanding from
                                      time to time; and

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

                                 Accordingly, the notional amount of the Class
                                 X-1 Certificates will be reduced on each
                                 distribution date by any distributions of
                                 principal actually made on, and any losses
                                 actually allocated to the certificate balance
                                 of, any class of certificates (other than the
                                 Class X-1, Class X-2, Class R-I, Class R-II and
                                 Class R-III Certificates) outstanding from time
                                 to time. The notional amount of the Class X-2
                                 Certificates will be reduced on each
                                 distribution date by any distributions of
                                 principal

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                                      S-15



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                                 actually made on, and any losses actually
                                 allocated to the certificate balance of any
                                 component and any class of certificates
                                 included in the calculation of the notional
                                 amount for the Class X-2 Certificates on such
                                 distribution date, as described above. Holders
                                 of the Class X-2 Certificates will not be
                                 entitled to distributions of interest at any
                                 time following the distribution date occurring
                                 in October 2013.

PASS-THROUGH RATES............   Your certificates will accrue interest at an
                                 annual rate called a pass-through rate. The
                                 approximate initial pass-through rates for each
                                 class of offered certificates are set forth on
                                 the cover page of this prospectus supplement.

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

                                 The pass-through rate for the Class A-1
                                 Certificates will, at all times, be fixed at
                                 its initial rate of 4.905%. The pass-through
                                 rate for the Class A-2 Certificates will, at
                                 all times, be fixed at its initial rate of
                                 5.478%. The pass-through rate for the Class A-3
                                 Certificates will, at all times, be fixed at
                                 its initial rate of 5.531%. The pass-through
                                 rate for the Class A-AB Certificates will, at
                                 all times, be fixed at its initial rate of
                                 5.533%. The pass-through rate for the Class A-4
                                 Certificates will, at all times, be fixed at
                                 its initial rate of 5.537%. The pass-through
                                 rate for the Class A-M Certificates will, at
                                 all times, be a per annum rate equal to the
                                 lesser of 5.568% and the weighted average net
                                 mortgage rate. The pass-through rate for the
                                 Class A-J Certificates will, at all times, be a
                                 per annum rate equal to the lesser of 5.598%
                                 and the weighted average net mortgage rate.

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

                                 The pass-through rate applicable to the Class
                                 X-2 Certificates for the initial distribution
                                 date will equal approximately 0.628% per annum.
                                 The pass-through rate applicable to the Class
                                 X-2 Certificates for each distribution date
                                 subsequent to the initial distribution date and
                                 on or before the distribution date in October
                                 2013 will equal the weighted average of the
                                 respective strip rates (the "Class X-2 Strip
                                 Rates") at which interest accrues from time to
                                 time on the respective components

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                                      S-16



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                                 of the total notional amount of the Class X-2
                                 Certificates outstanding immediately prior to
                                 the related distribution date (weighted on the
                                 basis of the respective balances of such
                                 components outstanding immediately prior to
                                 such distribution date). Each of those
                                 components will be comprised of all or a
                                 designated portion of the certificate balance
                                 of a specified class of certificates with a
                                 principal balance. If all or a designated
                                 portion of the certificate balance of any class
                                 of certificates with a principal balance is
                                 identified under "--Certificate Balance" above
                                 as being part of the total notional amount of
                                 the Class X-2 Certificates immediately prior to
                                 any distribution date, then that certificate
                                 balance (or designated portion of it) will
                                 represent one or more separate components of
                                 the total notional amount of the Class X-2
                                 Certificates for purposes of calculating the
                                 accrual of interest for the related
                                 distribution date. For any distribution date
                                 occurring in or before October 2013, on any
                                 particular component of the total notional
                                 amount of the Class X-2 Certificates
                                 immediately prior to the related distribution
                                 date, the applicable Class X-2 Strip Rate will
                                 equal the excess, if any, of:

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

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

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

                                 The pass-through rate applicable to the Class
                                 X-1 Certificates for the initial distribution
                                 date will equal approximately 0.050% per annum.

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

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                                      S-17



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                                 Class X-1 Certificates for purposes of
                                 calculating the accrual of interest for the
                                 related distribution date. For any distribution
                                 date occurring in or before October 2013, on
                                 any particular component of the total notional
                                 amount of the Class X-1 Certificates
                                 immediately prior to the related distribution
                                 date, the applicable Class X-1 Strip Rate will
                                 be calculated as follows:

                                 o    if such particular component consists of
                                      the entire certificate balance (or a
                                      designated portion of that certificate
                                      balance) of any class of certificates with
                                      a principal balance, and if such entire
                                      certificate balance (or that designated
                                      portion) also constitutes a component of
                                      the total notional amount of the Class X-2
                                      Certificates immediately prior to the
                                      related distribution date, then the
                                      applicable Class X-1 Strip Rate will equal
                                      the excess, if any, of (a) the weighted
                                      average net mortgage rate for such
                                      distribution date, over (b) the greater of
                                      (i) the rate per annum corresponding to
                                      such distribution date as set forth on
                                      Schedule B attached to this prospectus
                                      supplement and (ii) the pass-through rate
                                      for such distribution date for such class
                                      of certificates with a principal balance;
                                      and

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

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

                                 The Class B Certificates will, at all times,
                                 accrue interest at a per annum rate equal to
                                 the lesser of 5.657% and the weighted average
                                 net mortgage rate. The Class C Certificates
                                 will, at all times, accrue interest at a per
                                 annum rate equal to the lesser of 5.687% and
                                 the weighted average net mortgage rate. The
                                 Class D Certificates will, at all times, accrue
                                 interest at a per annum rate equal to the
                                 lesser of 5.756% and the weighted average net
                                 mortgage rate. The Class E Certificates will,
                                 at all times, accrue interest at a per annum
                                 rate equal to the lesser of 5.811% and the
                                 weighted average net mortgage rate. The Class F
                                 Certificates will, at all times, accrue
                                 interest at a per annum rate equal to the
                                 lesser of 5.940% and the weighted average net
                                 mortgage rate. The Class G Certificates will,
                                 at all times, accrue

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                                      S-18



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                                 interest at a per annum rate equal to the
                                 weighted average net mortgage rate less 0.073%.
                                 The Class H Certificates will, at all times,
                                 accrue interest at a per annum rate equal to
                                 the weighted average net mortgage rate. The
                                 Class J, Class K, Class L, Class M, Class N,
                                 Class O and Class P Certificates will, at all
                                 times, accrue interest at a per annum rate
                                 equal to the lesser of 5.262% and the weighted
                                 average net mortgage rate.

DISTRIBUTIONS

   A. AMOUNT AND ORDER
         OF DISTRIBUTIONS.....   On each distribution date, you will be entitled
                                 to receive interest and principal distributed
                                 from funds available for distribution from the
                                 mortgage loans. Funds available for
                                 distribution to the certificates will be net of
                                 excess interest, excess liquidation proceeds
                                 and specified trust expenses, including all
                                 servicing fees, trustee fees and related
                                 compensation. Distributions to you will be in
                                 an amount equal to your certificate's interest
                                 and principal entitlement, subject to:

                                 (i)  payment of the respective interest
                                      entitlement for any class of certificates
                                      bearing an earlier alphabetical
                                      designation (except in respect of the
                                      distribution of interest among the Class
                                      A-1, Class A-2, Class A-3, Class A-AB,
                                      Class A-4, Class X-1 and Class X-2
                                      Certificates, which will have the same
                                      senior priority and be distributed pro
                                      rata and except that distributions to the
                                      Class A-M Certificates will be paid after
                                      distributions to the foregoing classes and
                                      except that the Class A-J Certificates
                                      will be paid after distributions to the
                                      Class A-M Certificates), and

                                 (ii) if applicable, payment of the respective
                                      principal entitlement for the distribution
                                      date to the outstanding classes of
                                      certificates having an earlier
                                      alphabetical designation (and, in the case
                                      of the Class A-1, Class A-2, Class A-3,
                                      Class A-AB and Class A-4 Certificates,
                                      generally in that order, as described in
                                      this prospectus supplement) until the
                                      principal balance of each such class has
                                      been reduced to zero; provided, however,
                                      that the Class A-AB Certificates have
                                      certain priority with respect to reducing
                                      the principal balance of those
                                      certificates to their planned principal
                                      balance, as described in this prospectus
                                      supplement; and provided that the Class
                                      A-M Certificates receive distributions of
                                      principal only after distributions of
                                      principal are made to the Class A-1, Class
                                      A-2, Class A-3, Class A-AB and Class A-4
                                      Certificates and that the Class A-J
                                      Certificates receive distributions of
                                      principal only after distributions are
                                      made to the Class A-M Certificates.

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

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

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                                      S-19



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                                 servicer and the trustee to reimbursement for
                                 payment of nonrecoverable advances, payment of
                                 compensation and reimbursement of certain costs
                                 and expenses will be prior to your right to
                                 receive distributions of principal or interest.

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

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

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

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

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

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

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

SUBORDINATION

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

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                                      S-20



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

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

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

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

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

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

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

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

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

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                                      S-21



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                       INFORMATION ABOUT THE MORTGAGE POOL

CHARACTERISTICS OF THE MORTGAGE POOL

   A. GENERAL.................   All numerical information in this prospectus
                                 supplement concerning the mortgage loans is
                                 approximate. All weighted average information
                                 regarding the mortgage loans reflects the
                                 weighting of the mortgage loans based upon
                                 their outstanding principal balances as of the
                                 cut-off date. With respect to mortgage loans
                                 not having due dates on the first day of each
                                 month, scheduled payments due in October 2006
                                 have been deemed received on October 1, 2006.

                                 When information presented in this prospectus
                                 supplement with respect to mortgaged properties
                                 is expressed as a percentage of the initial
                                 pool balance, the percentages are based upon
                                 the cut-off date principal balances of the
                                 related mortgage loans or, with respect to an
                                 individual property securing a multi-property
                                 mortgage loan, the portions of those loan
                                 balances allocated to such properties. The
                                 allocated loan amount for each mortgaged
                                 property securing a multi-property mortgage
                                 loan is set forth on Appendix II to this
                                 prospectus supplement

   B. PRINCIPAL BALANCES......   The trust's primary assets will be one hundred
                                 fifty-three (153) mortgage loans with an
                                 aggregate principal balance as of the cut-off
                                 date of approximately $1,534,723,955. It is
                                 possible that the aggregate mortgage loan
                                 balance will vary by up to 5% on the closing
                                 date. As of the cut-off date, the principal
                                 balance of the mortgage loans in the mortgage
                                 pool ranged from approximately $748,925 to
                                 approximately $186,550,000 and the mortgage
                                 loans had an approximate average balance of
                                 $10,030,876.

   C. FEE SIMPLE/LEASEHOLD....   One hundred fifty (150) mortgaged properties,
                                 securing mortgage loans representing 91.8% of
                                 the initial outstanding pool balance, are
                                 subject to a mortgage, deed of trust or similar
                                 security instrument that creates a first
                                 mortgage lien on a fee simple estate in those
                                 mortgaged properties.

                                 Three (3) mortgaged properties, securing
                                 mortgage loans representing 5.3% of the initial
                                 outstanding pool balance, are subject to a
                                 mortgage, deed of trust or similar security
                                 instrument that creates a first mortgage lien
                                 on a fee interest in a portion of those
                                 mortgaged properties and a leasehold interest
                                 in the remaining portion of those mortgaged
                                 properties.

                                 Five (5) mortgaged properties, securing
                                 mortgage loans representing 2.9% of the initial
                                 outstanding pool balance, are subject to a
                                 mortgage, deed of trust or similar security
                                 instrument that creates a first mortgage lien
                                 on a leasehold interest in the mortgaged
                                 properties.

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                                      S-22



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



                                                                     Percentage of       Number of
                                                                  Initial Outstanding    Mortgaged
                                 Property Type                        Pool Balance      Properties
                                 ------------------------------   -------------------   ----------

                                 Office                                    36.9%            22
                                 Retail                                    30.0%            65
                                 Hospitality                               13.4%             8
                                 Industrial                                 6.6%            25
                                 Multifamily                                5.6%            16
                                 Other                                      3.4%             6
                                 Mixed Use                                  2.3%             6
                                 Manufactured Housing Community             1.1%             7
                                 Self Storage                               0.7%             3


   E. PROPERTY LOCATION.......   The number of mortgaged properties, and the
                                 approximate percentage of the aggregate
                                 principal balance of the mortgage loans secured
                                 by mortgaged properties located in the five (5)
                                 geographic areas with the highest
                                 concentrations of mortgaged properties, are as
                                 described in the table below:



                                                    Percentage of Initial    Number of
                                                       Outstanding Pool      Mortgaged
                                 Geographic Areas           Balance         Properties
                                 ----------------   ---------------------   ----------

                                 Oregon                       17.0%              7
                                 California                   14.2%             32
                                    Southern                   8.0%             14
                                    Northern                   6.2%             18
                                 Minnesota                    10.3%              4
                                 Arizona                       8.2%             15
                                 Virginia                      6.2%              6


                                 The remaining mortgaged properties are located
                                 throughout twenty-five (25) other states. None
                                 of these property locations has a concentration
                                 of mortgaged properties that represents
                                 security for more than 4.6% of the initial
                                 outstanding pool balance, as of the cut-off
                                 date. Northern California includes areas with
                                 zip codes above 93600 and Southern California
                                 includes areas with zip codes of 93600 and
                                 below.

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                                      S-23



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

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

                                 o    Ten (10) groups of mortgage loans were
                                      made to the same borrower or to borrowers
                                      that are affiliated with one another
                                      through partial or complete direct or
                                      indirect common ownership. Of these ten
                                      (10) groups, the three largest groups
                                      represent 9.7%, 4.1% and 2.0%,
                                      respectively, of the initial outstanding
                                      pool balance. See Appendix II attached to
                                      this prospectus supplement;

                                 o    Forty-four (44) mortgaged properties,
                                      securing mortgage loans representing 14.5%
                                      of the initial outstanding pool balance
                                      are each 100.0% leased to a single tenant;

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

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

                                 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 the related mortgage loan).

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

                                 o    One hundred forty-six (146) mortgage
                                      loans, representing 98.4% of the initial
                                      outstanding pool balance, are "balloon
                                      loans". For purposes of this prospectus
                                      supplement, we consider a mortgage loan to
                                      be a "balloon loan" if its principal
                                      balance is not scheduled to be fully or
                                      substantially amortized by the loan's
                                      stated maturity date or anticipated
                                      repayment date, as applicable. Twelve (12)
                                      of these mortgage loans, representing 9.7%
                                      of the initial outstanding pool balance,
                                      are mortgage loans that have an
                                      anticipated repayment date that provide
                                      for an increase in the mortgage rate
                                      and/or principal amortization at a
                                      specified date prior to stated maturity.
                                      These mortgage loans are structured to
                                      encourage the borrower to repay the
                                      mortgage loan in full by the specified
                                      date (which is prior to the mortgage
                                      loan's stated maturity date) upon which
                                      these increases occur.

                                 o    The remaining seven (7) mortgage loans,
                                      representing 1.6% of the initial
                                      outstanding pool balance, are fully
                                      amortizing and are expected to have less
                                      than 5% of the original principal balance
                                      outstanding as of their related stated
                                      maturity dates.

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                                      S-24



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

                                 o    Twenty-three (23) mortgage loans,
                                      representing 45.3% of the initial
                                      outstanding pool balance, currently
                                      provide for monthly payments of interest
                                      only for their entire respective terms;
                                      and

                                 o    Forty-four (44) mortgage loans,
                                      representing 28.6% of the initial
                                      outstanding pool balance, currently
                                      provide for monthly payments of interest
                                      only for a portion of their respective
                                      terms and then provide for the monthly
                                      payment of principal and interest over
                                      their respective remaining terms.

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

                                 o    Eighty-nine (89) mortgage loans,
                                      representing 47.1% of the initial
                                      outstanding pool balance, prohibit
                                      voluntary principal prepayments for a
                                      period ending on a date determined by the
                                      related mortgage note (which may be the
                                      maturity date), which period is referred
                                      to in this prospectus supplement as a
                                      lock-out period, but permit the related
                                      borrower, after an initial period of at
                                      least two years following the date of
                                      issuance of the certificates, to defease
                                      the mortgage loan by pledging "government
                                      securities" as defined in the Investment
                                      Company Act of 1940 that provide for
                                      payment on or prior to each due date
                                      through and including the maturity date
                                      (or such earlier due date on which the
                                      mortgage loan first becomes freely
                                      prepayable) of amounts at least equal to
                                      the amounts that would have been payable
                                      on those dates under the terms of the
                                      mortgage loans and obtaining the release
                                      of the mortgaged property from the lien of
                                      the mortgage;

                                 o    Thirty-three (33) mortgage loans,
                                      representing 27.1% of the initial
                                      outstanding pool balance, prohibit
                                      voluntary principal prepayments during a
                                      lock-out period, and following the
                                      lock-out period provide for a prepayment
                                      premium or yield maintenance charge
                                      calculated on the basis of the greater of
                                      a yield maintenance formula and 1.0% of
                                      the amount prepaid;

                                 o    Twenty-four (24) mortgage loans,
                                      representing 21.6% of the initial
                                      outstanding pool balance, prohibit
                                      voluntary principal prepayments during a
                                      lock-out period, and following the
                                      lock-out period provide for a prepayment
                                      premium or yield maintenance charge
                                      calculated on the basis of the greater of
                                      a yield maintenance formula and 1.0% of
                                      the amount prepaid, and also permit the
                                      related borrower, after an initial period
                                      of at least two years following the date
                                      of the issuance of the certificates, to
                                      defease the mortgage loan by pledging
                                      "government securities" as defined above;

                                 o    One (1) mortgage loan, representing 1.6%
                                      of the initial outstanding pool balance,
                                      has no lock-out period and permits
                                      voluntary principal prepayments if
                                      accompanied by a prepayment premium or
                                      yield maintenance charge calculated on the
                                      basis of (i) the greater of a yield
                                      maintenance formula and 2.0% of the amount
                                      prepaid with respect to any prepayment
                                      made prior to the date that is two years
                                      following the date of the issuance of the
                                      certificates and (ii) the greater of a
                                      yield maintenance formula and 1.0% of the

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                                      S-25



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                                      amount prepaid with respect to any
                                      prepayment made after the date that is two
                                      years following the date of the issuance
                                      of the certificates;

                                 o    Three (3) mortgage loans, representing
                                      1.3% of the initial outstanding pool
                                      balance, have no lock-out period and
                                      permit voluntary principal prepayments if
                                      accompanied by a prepayment premium or
                                      yield maintenance charge calculated on the
                                      basis of the greater of a yield
                                      maintenance formula and 1.0% of the amount
                                      prepaid; and

                                 o    Three (3) mortgage loans, representing
                                      1.2% of the initial outstanding pool
                                      balance, have no lock-out period and
                                      permit voluntary principal prepayments if
                                      accompanied by a prepayment premium or
                                      yield maintenance charge calculated on the
                                      basis of the greater of a yield
                                      maintenance formula and 1.0% of the amount
                                      prepaid, and also permit the related
                                      borrower, after an initial period of at
                                      least two years following the date of the
                                      issuance of the certificates, to defease
                                      the mortgage loan by pledging "government
                                      securities" as defined above.

                                 Notwithstanding the above, the mortgage loans
                                 generally (i) permit prepayment in connection
                                 with casualty or condemnation and certain other
                                 matters without payment of a prepayment premium
                                 or yield maintenance charge and (ii) provide
                                 for a specified period commencing prior to and
                                 including the maturity date or the anticipated
                                 repayment date during which the related
                                 borrower may prepay the mortgage loan without
                                 payment of a prepayment premium or yield
                                 maintenance charge. See the footnotes to
                                 Appendix II attached to this prospectus
                                 supplement for more details about the various
                                 yield maintenance formulas.

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

                                 o    One (1) mortgage loan, representing 1.1%
                                      of the initial outstanding pool balance,
                                      is secured by multiple mortgaged
                                      properties and permits the release of any
                                      of the seven (7) mortgaged properties
                                      after the applicable lock-out period in
                                      conjunction with (i) a partial defeasance,
                                      or (ii) a prepayment, if accompanied by a
                                      prepayment premium, of an amount equal to
                                      120% of the allocated loan amount of the
                                      property being defeased or released, as
                                      applicable, and, in each case, with
                                      respect to the remaining mortgaged
                                      properties, (a) the debt service coverage
                                      ratio is at least 1.40x, (b) the
                                      loan-to-value ratio is not greater than
                                      65%, (c) confirmation of "no downgrade"
                                      from applicable rating agencies is
                                      received, and (d) interest-only payments
                                      are re-set;

                                 o    One (1) mortgage loan, representing 0.4%
                                      of the initial outstanding pool balance,
                                      is secured by multiple mortgaged
                                      properties and permits the release of any
                                      of the four (4) mortgaged properties after
                                      the applicable lock-out period in
                                      conjunction with (i) a defeasance, or (ii)
                                      a prepayment, if accompanied by a
                                      prepayment premium, in each case, of an
                                      amount equal to 120% of the allocated loan
                                      amount of the mortgaged property being
                                      defeased or released, as applicable, and,
                                      in each case, with respect to the

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                                      S-26



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                                      remaining mortgaged properties, (a) the
                                      debt service coverage ratio is at least
                                      1.25x, (b) the loan-to-value ratio is not
                                      greater than 80%, (c) confirmation of "no
                                      downgrade" from applicable rating agencies
                                      is received, and (d) interest-only
                                      payments are re-set;

                                 o    One (1) mortgage loan, representing 0.4%
                                      of the initial outstanding pool balance,
                                      is secured by multiple mortgaged
                                      properties and permits (i) the release of
                                      one of the mortgaged properties from the
                                      lien of the mortgage loan at any time upon
                                      the defeasance of an amount equal to 125%
                                      of the allocated loan amount of the
                                      mortgaged property being released if the
                                      loan-to-value ratio of the remaining
                                      mortgaged properties immediately following
                                      the release is not greater than 70% and
                                      the debt service coverage ratio of the
                                      remaining mortgaged properties immediately
                                      following the release is at least equal to
                                      1.40x and (ii) the prepayment of up to
                                      33.33% of the related mortgage loan
                                      without a release of the related mortgaged
                                      properties, upon payment of a yield
                                      maintenance charge calculated on the basis
                                      of the greater of a yield maintenance
                                      formula or 1.0% of the amount prepaid;

                                 o    One (1) mortgage loan, representing 0.3%
                                      of the initial outstanding pool balance,
                                      permits the release of a portion of the
                                      mortgaged property (up to 1.16 acres or
                                      50,530 square feet) at any time upon
                                      prepayment of an amount equal to 120% of
                                      the allocated loan amount of the mortgaged
                                      property being released plus a prepayment
                                      premium, if the loan-to-value ratio of the
                                      remaining mortgaged property immediately
                                      following the release is not greater than
                                      80% and the debt service coverage ratio
                                      immediately following the release is not
                                      less than 1.20x;

                                 o    One (1) mortgage loan, representing 0.2%
                                      of the initial outstanding pool balance,
                                      is secured by a mortgage on multiple
                                      parcels and permits the release of either
                                      parcel from the lien of the related
                                      mortgage loan after the applicable
                                      lock-out period (i) with respect to one of
                                      the parcels, upon prepayment of 120% of
                                      the allocated loan amount of the parcel
                                      being released plus a prepayment penalty
                                      if the loan-to-value ratio of the
                                      remaining parcel immediately following the
                                      release is not greater than 50% and (ii)
                                      with respect to the other parcel, upon
                                      prepayment of 105% of the allocated loan
                                      amount of the parcel being released plus a
                                      prepayment penalty if the loan-to-value
                                      ratio of the remaining parcel immediately
                                      following the release is not greater than
                                      70%; and

                                 o    Two (2) mortgage loans, representing 0.2%
                                      of the initial outstanding pool balance,
                                      are cross-defaulted and
                                      cross-collateralized with each other. Each
                                      such mortgage loan is secured by a first
                                      mortgage lien on the mortgaged property to
                                      which such mortgage loan relates and a
                                      second mortgage lien on the mortgaged
                                      property to which the other mortgage loan
                                      relates. Each mortgage loan permits the
                                      release of the mortgaged property to which
                                      such mortgage loan relates from all liens
                                      (whether first or second) and the release
                                      of the mortgaged property to which the
                                      other mortgage loan relates from the
                                      second lien after the applicable lock-out
                                      period upon payment of 100% of the
                                      allocated loan amount of the mortgage loan
                                      relating to the mortgaged property being
                                      released and 25% of the allocated loan
                                      amount of the mortgage loan relating to
                                      the mortgaged property to which the

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                                      S-27



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                                      other mortgage loan relates, plus a
                                      prepayment premium provided that, among
                                      other conditions: (1) the maximum
                                      principal amount outstanding under the
                                      note securing the remaining mortgaged
                                      property immediately following the release
                                      is not greater than the lesser of (i) 65%
                                      of the fair market value of the remaining
                                      mortgaged property and (ii) the
                                      loan-to-value ratio on the origination
                                      date of the related mortgage loans, as
                                      determined by the lender in its sole
                                      discretion; and (2) the debt service
                                      coverage ratio of the remaining mortgaged
                                      properties for the twelve-month period
                                      immediately preceding the release after
                                      giving effect to the release (based on a
                                      loan constant of 7.88%) is the greater of
                                      (i) 1.30x and (ii) the debt service
                                      coverage ratio immediately prior to the
                                      release.

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

                                 Notwithstanding the above, the mortgage loans
                                 generally provide that the related borrower may
                                 prepay the mortgage loan without prepayment
                                 premium or defeasance requirements commencing
                                 one (1) to thirty-seven (37) payment dates
                                 prior to and including the maturity date or the
                                 anticipated repayment date.

                                 In addition, certain mortgage loans provide for
                                 the release, without prepayment or defeasance,
                                 of outparcels or other portions of the related
                                 mortgaged property that were given no value or
                                 minimal value in the underwriting process,
                                 subject to the satisfaction of certain
                                 conditions. In addition, certain of the
                                 mortgage loans permit the related borrower to
                                 substitute collateral under certain
                                 circumstances.

                                 See the footnotes to Appendix II attached to
                                 this prospectus supplement for more details
                                 concerning certain of the foregoing provisions
                                 including the method of calculation of any
                                 prepayment premium or yield maintenance charge,
                                 which will vary for any mortgage loan.

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

      i.    MORTGAGE INTEREST
            RATES                Mortgage interest rates ranging from 5.200% per
                                 annum to 7.040% per annum, and a weighted
                                 average mortgage interest rate of 6.044% per
                                 annum;

      ii.   ORIGINAL TERMS       Original terms to scheduled maturity ranging
                                 from sixty (60) months to two hundred forty
                                 (240) months, and a weighted average original
                                 term to scheduled maturity of one hundred
                                 thirteen (113) months;

      iii.  REMAINING TERMS      Remaining terms to scheduled maturity ranging
                                 from fifty-seven (57) months to two hundred
                                 thirty-nine (239) months, and a weighted
                                 average remaining term to scheduled maturity of
                                 one hundred eleven (111) months;

      iv.   REMAINING
            AMORTIZATION TERMS   Remaining amortization terms (excluding loans
                                 which provide for interest only payments for
                                 the entire loan term) ranging from one hundred
                                 seventy-seven (177) months to four hundred
                                 twenty (420)

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                                      S-28



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                                 months, and a weighted average remaining
                                 amortization term of three hundred forty-six
                                 (346) months;

      v.   LOAN-TO-VALUE         Loan-to-value ratios, calculated as described
           RATIOS                in this prospectus supplement, range from 17.8%
                                 to 80.0%, and a weighted average loan-to-value
                                 ratio, calculated as described in this
                                 prospectus supplement, of 61.9%;

                                 For each of the mortgage loans, the
                                 loan-to-value ratio was calculated according to
                                 the methodology set forth in this prospectus
                                 supplement based on the estimate of value from
                                 a third-party appraisal, which was generally
                                 conducted after October 2005;

                                 For detailed methodologies, see "Description of
                                 the Mortgage Pool--Assessments of Property
                                 Value and Condition--Appraisals" in this
                                 prospectus supplement;

      vi.  DEBT SERVICE
           COVERAGE RATIOS       Debt service coverage ratios, determined
                                 according to the methodology presented in this
                                 prospectus supplement, ranging from 1.10x to
                                 5.15x and a weighted average debt service
                                 coverage ratio, calculated as described in this
                                 prospectus supplement, of 1.61x. These
                                 calculations are based on underwritable cash
                                 flow and actual debt service of the related
                                 mortgage loans as described in this prospectus
                                 supplement;

                                 With respect to one (1) mortgage loan (Mortgage
                                 Loan No. 37), representing 0.5% of the initial
                                 outstanding pool balance, such mortgage loan is
                                 secured by a residential cooperative property
                                 that has a debt service coverage ratio of
                                 5.15x. Excluding this mortgage loan, the pool
                                 of mortgage loans has a weighted average debt
                                 service coverage ratio of 1.59x.

      vii. DEBT SERVICE
           COVERAGE RATIOS
           POST IO PERIOD        Debt Service Coverage Ratio Post IO Period,
                                 determined according to the methodology
                                 presented in this prospectus supplement,
                                 ranging from 1.10x to 5.15x, and a weighted
                                 average Debt Service Coverage Ratio Post IO
                                 Period, calculated as described in this
                                 prospectus supplement, of 1.54x. Excluding
                                 Mortgage Loan No. 37, the pool of mortgage
                                 loans has a weighted average Debt Service
                                 Coverage Ratio Post IO Period of 1.52x.

                                 "Debt Service Coverage Ratio Post IO Period" or
                                 "DSCR Post IO Period" means, with respect to
                                 the related mortgage loan that has an
                                 interest-only period that has not expired as of
                                 the cut-off date but will expire prior to
                                 maturity, a debt service coverage ratio
                                 calculated in the same manner as debt service
                                 coverage ratios except that the amount of the
                                 monthly debt service payment considered in the
                                 calculation is the amount of the monthly debt
                                 service payment that is due in the first month
                                 following the expiration of the applicable
                                 interest-only period. See "Description of the
                                 Mortgage Pool--Additional Mortgage Loan
                                 Information" in this prospectus supplement.

ADVANCES

   A. PRINCIPAL AND
         INTEREST ADVANCES....   Subject to a recoverability determination
                                 described in this prospectus supplement, the
                                 master servicer (and the trustee, if
                                 applicable) will be required to advance
                                 delinquent monthly mortgage loan payments for
                                 the mortgage loans that are part of the trust.
                                 The master servicer and

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                                      S-29



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                                 the trustee will not be required to advance any
                                 additional interest accrued as a result of the
                                 imposition of any default rate or any rate
                                 increase after an anticipated repayment date.
                                 The master servicer and the trustee also are
                                 not required to advance prepayment or yield
                                 maintenance premiums, excess interest or
                                 balloon payments. With respect to any balloon
                                 payment, the master servicer (and the trustee,
                                 if applicable) will instead be required to
                                 advance an amount equal to the scheduled
                                 payment that would have been due if the related
                                 balloon payment had not become due. If a
                                 principal and interest advance is made, the
                                 master servicer will defer rather than advance
                                 its master servicing fee, the excess servicing
                                 fee and the primary servicing fee, but will
                                 advance the trustee fee.

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

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

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

   D. BACK-UP ADVANCES........   Pursuant to the requirements of the pooling and
                                 servicing agreement, if the master servicer
                                 fails to make a required advance, the trustee
                                 will be required to make the advance, subject
                                 to the same limitations, and with the same
                                 rights of the master servicer.

   E. RECOVERABILITY..........   None of the master servicer, the special
                                 servicer or the trustee will be required to
                                 make any advance if the master servicer, the
                                 special servicer (or another master servicer,
                                 special servicer, trustee or any fiscal agent
                                 with respect to a non-serviced pari passu
                                 companion mortgage loan) or the trustee, as the
                                 case may be, reasonably determines that the
                                 advance would not be recoverable in accordance
                                 with the servicing standard (in the case of the
                                 master servicer or special servicer) or in
                                 accordance with its business judgment (in the
                                 case of the trustee). The trustee may rely on
                                 any such determination made by the master
                                 servicer or the special servicer.

   F. ADVANCES DURING AN
         APPRAISAL REDUCTION
         EVENT................   The occurrence of certain adverse events
                                 affecting a mortgage loan will require the
                                 special servicer to obtain a new appraisal or
                                 other valuation of the related mortgaged
                                 property. In general, if the principal amount
                                 of a mortgage loan plus all other amounts due
                                 under the mortgage loan

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                                      S-30



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                                 and interest on advances made with respect to
                                 the mortgage loan exceeds 90% of the value of
                                 the mortgaged property determined by an
                                 appraisal or other valuation, an appraisal
                                 reduction may be created in the amount of the
                                 excess as described in this prospectus
                                 supplement. If there exists an appraisal
                                 reduction for any mortgage loan, the interest
                                 portion of the amount required to be advanced
                                 on that mortgage loan will be proportionately
                                 reduced to the extent of the appraisal
                                 reduction. This will reduce the funds available
                                 to pay interest on the most subordinate class
                                 or classes of certificates then outstanding.

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

                       ADDITIONAL ASPECTS OF CERTIFICATES

RATINGS.......................   The certificates offered to you will not be
                                 issued unless each of the classes of
                                 certificates being offered by this prospectus
                                 supplement receives the following ratings from
                                 Fitch, Inc. and Moody's Investors Service, Inc.

                                                                     Ratings
                                                Class             Fitch/Moody's
                                 ---------------------------      -------------
                                 Classes A-1, A-2, A-3, A-AB
                                   and A-4                           AAA/Aaa
                                 Class A-M                           AAA/Aaa
                                 Class A-J                           AAA/Aaa

                                 A rating agency may lower or withdraw a
                                 security rating at any time. Each of the rating
                                 agencies identified above is expected to
                                 perform ratings surveillance with respect to
                                 its ratings for so long as the offered
                                 certificates remain outstanding, except that a
                                 rating agency may stop performing ratings
                                 surveillance at any time if, among other
                                 reasons, 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.

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

OPTIONAL TERMINATION..........   On any distribution date on which the aggregate
                                 principal balance of the mortgage loans is less
                                 than or equal to 1.0% of the initial
                                 outstanding pool balance, the holders of a
                                 majority of the controlling class, the special
                                 servicer, the master servicer and any holder of
                                 a majority interest in the Class R-I
                                 Certificates, in that order of priority, will
                                 have the option to purchase all of the
                                 remaining mortgage loans, and all property
                                 acquired through exercise of remedies in
                                 respect of any mortgage loan, at the price
                                 specified in this prospectus supplement.
                                 Exercise of this option would terminate the
                                 trust and retire the then outstanding
                                 certificates at par plus accrued interest.

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                                      S-31



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REPURCHASE OR SUBSTITUTION....   Each mortgage loan seller will make certain
                                 representations and warranties with respect to
                                 the mortgage loans sold by it, as described
                                 under "Description of the Mortgage
                                 Pool--Representations and Warranties" and
                                 "--Repurchases and Other Remedies." If a
                                 mortgage loan seller 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 "Description of the Mortgage
                                 Pool--Repurchases and Other Remedies", then
                                 that mortgage loan seller will be required to
                                 either cure the breach, repurchase the affected
                                 mortgage loan from the trust 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.
                                 In addition, certain mortgage loans may be
                                 purchased from the trust by the holders of a B
                                 Note or mezzanine loan under certain
                                 circumstances. See "Description of the Mortgage
                                 Pool--Subordinate and Other Financing" and
                                 "Servicing of the Mortgage Loans--Servicing of
                                 the 225 South Sixth Street Loan Group" in this
                                 prospectus supplement.

SALE OF DEFAULTED LOANS.......   Pursuant to the pooling and servicing
                                 agreement, (i) the holder of the certificates
                                 representing the greatest percentage interest
                                 in the controlling class of certificates, (ii)
                                 the special servicer, and (iii) any mortgage
                                 loan seller (other than Wells Fargo Bank,
                                 National Association), with respect to each
                                 mortgage loan it sold to the Depositor, in that
                                 order, has the option to purchase from the
                                 trust any defaulted mortgage loan that is at
                                 least sixty (60) days delinquent as to any
                                 monthly debt service payment (or is delinquent
                                 as to its balloon payment) at a price equal to
                                 the fair value of such mortgage loan as
                                 determined by the special servicer for such
                                 mortgage loan (provided, that if such mortgage
                                 loan is being purchased by the special servicer
                                 or by a holder of certificates of the
                                 controlling class, the trustee will be required
                                 to verify that such price is equal to fair
                                 value). In addition, certain of the mortgage
                                 loans are subject to a purchase option upon
                                 certain events of default in favor of a
                                 subordinate lender or mezzanine lender. For
                                 more information relating to the sale of
                                 defaulted mortgage loans, see "Servicing of the
                                 Mortgage Loans--Sale of Defaulted Mortgage
                                 Loans" in this prospectus supplement.

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

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

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                                      S-32



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                                 Company, Clearstream Banking, societe anonyme
                                 or the Euroclear System or through participants
                                 in The Depository Trust Company, Clearstream
                                 Banking or Euroclear.

                                 You may hold your certificates through:

                                 o    The Depository Trust Company in the United
                                      States; or

                                 o    Clearstream Banking or Euroclear in
                                      Europe.

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

                                 All or any portion of the certificates offered
                                 to you may be converted to definitive
                                 certificates and reissued to beneficial owners
                                 or their nominees, rather than to The
                                 Depository Trust Company or its nominee, if we
                                 notify The Depository Trust Company of our
                                 intent to terminate the book-entry system and,
                                 upon receipt of notice of such intent from The
                                 Depository Trust Company, the participants
                                 holding beneficial interests in the
                                 certificates agree to initiate such
                                 termination.

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

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

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

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

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

                                 o    We anticipate that the Class A-2, Class
                                      A-3, Class A-AB, Class A-4, Class A-M and
                                      Class A-J Certificates will be issued at a
                                      premium for federal income tax purposes
                                      and that the Class A-1 Certificates will
                                      be issued with original issue discount.

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

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                                      S-33



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

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

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                                      S-34



                                  RISK FACTORS

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

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

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

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

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


                                      S-35



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

                                 One hundred fifty-two (152) mortgage loans,
                                 representing 98.7% of the initial outstanding
                                 pool balance, were originated within twelve
                                 (12) months prior to the cut-off date.
                                 Consequently, these mortgage loans do not have
                                 a long-standing payment history.

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

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

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

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

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

                                 o    the proximity and attractiveness of
                                      competing properties;

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

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

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

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

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

                                 o    an increase in vacancy rates; and

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


                                      S-36



                                 Other factors are more general in nature, such
                                 as:

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

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

                                 o    demographic factors;

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

                                 o    changes in consumer tastes and
                                      preferences; and

                                 o    retroactive changes in building codes.

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

                                 o    the length of tenant leases;

                                 o    the creditworthiness of tenants;

                                 o    the level of tenant defaults;

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

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

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

                                 o    the number and diversity of tenants;

                                 o    the rate at which new rentals occur;

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

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

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


                                      S-37



THE PROSPECTIVE PERFORMANCE OF
THE COMMERCIAL AND MULTIFAMILY
MORTGAGE LOANS INCLUDED IN THE
TRUST 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
                                 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 commercial mortgage loans (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 property types (e.g., hotels or office
                                 buildings), may be 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 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.


                                      S-38



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

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

                                 o    zoning or other restrictions also may
                                      prevent alternative uses.

                                 The liquidation value of a mortgaged property
                                 not readily convertible to an alternative use
                                 may be substantially less than would be the
                                 case if the mortgaged property were readily
                                 adaptable to other uses. In addition, certain
                                 properties that are legally permitted to be
                                 used in a non-conforming manner may be subject
                                 to restrictions that would require compliance
                                 with current zoning laws under certain
                                 circumstances such as non-operation for a
                                 period in excess of certain timeframes. If this
                                 type of mortgaged property was liquidated and a
                                 lower liquidation value was obtained, less
                                 funds would be available for distributions on
                                 your certificates. See "Mortgaged Properties
                                 Securing The Mortgage Loans That Are Not In
                                 Compliance With Zoning And Building Code
                                 Requirements And Use Restrictions Could
                                 Adversely Affect Payments On Your
                                 Certificates."

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 the local, regional or national
                                      economy;

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

                                 o    potential environmental legislation or
                                      liabilities or other legal liabilities;

                                 o    proximity and attractiveness of competing
                                      properties;

                                 o    new construction of competing properties
                                      in the same market;

                                 o    convertibility of a property to an
                                      alternative use;

                                 o    the availability of refinancing;

                                 o    changes in interest rate levels;

                                 o    the age, quality, functionality and design
                                      of the project;

                                 o    increases in operating costs;


                                      S-39



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

                                 o    increase in vacancy rates.

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 payable by such tenants generally
                                 will represent all or a significant portion of
                                 the cash flow available to the borrower to pay
                                 its obligations to the lender. We cannot
                                 provide assurances that any major tenant will
                                 continue to perform its obligations under its
                                 lease. Forty-four (44) of the mortgaged
                                 properties, securing 14.5% of the initial
                                 outstanding pool balance are leased to single
                                 tenants, and with respect to one (1) of those
                                 mortgaged properties, securing 0.3% of the
                                 initial outstanding pool balance, the sole
                                 tenant is related to the borrower.

                                 Mortgaged properties leased to a single tenant
                                 or a small number of tenants are more
                                 susceptible to interruptions of cash flow if a
                                 tenant fails to renew its lease or defaults
                                 under its lease. This is so because:

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

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

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

                                 Additionally, some of the tenants at the
                                 mortgaged properties (including sole tenants or
                                 other significant tenants) have lease
                                 termination option dates or lease expiration
                                 dates that are prior to or shortly after the
                                 related maturity date or anticipated repayment
                                 date. See Appendix II attached to this
                                 prospectus supplement for the lease expiration
                                 date for each of the top three (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 mortgage loan,
                                 although those circumstances were generally
                                 addressed by escrow requirements or other
                                 mitigating provisions.

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

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

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


                                      S-40



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

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

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

                                 Certain tenants at the retail properties,
                                 including without limitation anchor tenants,
                                 may have the right to terminate their leases if
                                 certain other tenants are not operating, or if
                                 their sales at the property do not reach a
                                 specified level. Even if vacated space is
                                 successfully relet, the costs associated with
                                 reletting, including tenant improvements and
                                 leasing commissions, could be substantial and
                                 could reduce cash flow from the related
                                 mortgaged properties. Thirty-nine (39) of the
                                 mortgaged properties, securing mortgage loans
                                 representing approximately 18.7% of the initial
                                 outstanding pool balance (excluding
                                 multifamily, manufactured housing community,
                                 self storage, hospitality and certain other
                                 property types), as of the cut-off date, have
                                 reserves for tenant improvements and leasing
                                 commissions which may serve to defray those
                                 costs. We cannot assure you, however, that the
                                 funds (if any) held in those reserves for
                                 tenant improvements and leasing commissions
                                 will be sufficient to cover 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.


                                      S-41



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

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

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

                                 Mortgage loans with the same borrower or
                                 related borrowers pose additional risks. Among
                                 other things, financial difficulty at one
                                 mortgaged real property could cause the owner
                                 to defer maintenance at another mortgaged real
                                 property in order to satisfy current expenses
                                 with respect to the troubled mortgaged real
                                 property; and the owner could attempt to avert
                                 foreclosure on one mortgaged real property by
                                 filing a bankruptcy petition that might have
                                 the effect of interrupting monthly payments for
                                 an indefinite period on all of the related
                                 mortgage loans.

                                 Ten (10) groups of mortgage loans were made to
                                 the same borrower or borrowers related through
                                 common ownership and where, in general, the
                                 related mortgaged properties are commonly
                                 managed. The related borrower concentrations of
                                 the three (3) largest groups represent 9.7%,
                                 4.1% and 2.0%, respectively, of the initial
                                 outstanding pool balance.

                                 The ten largest mortgage loans in the aggregate
                                 represent 46.4% of the initial outstanding pool
                                 balance. Each of the other mortgage loans
                                 represents no greater than 1.6% of the initial
                                 outstanding pool balance.

                                 The largest mortgage loan represents 12.2% of
                                 the initial outstanding pool balance. The
                                 second largest mortgage loan represents 9.9% of
                                 the initial outstanding pool balance. The third
                                 largest mortgage loan represents 4.5% of the
                                 initial outstanding pool balance. Each of the
                                 other mortgage loans represents no greater than
                                 4.2% of the initial outstanding pool balance.

                                 In some cases, the sole or significant tenant
                                 is related to the subject borrower. In the case
                                 of Mortgage Loan No. 94, the tenant at all of
                                 the related mortgaged properties is the parent
                                 of the related borrower. For further
                                 information with respect to tenant
                                 concentrations, see Appendix II attached to
                                 this prospectus supplement.

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


                                      S-42



                                 The following property types represent the
                                 indicated percentage of the initial outstanding
                                 pool balance:

                                 o    office properties represent 36.9%;

                                 o    retail properties represent 30.0%;

                                 o    hospitality properties represent 13.4%;

                                 o    industrial properties represent 6.6%;

                                 o    multifamily properties represent 5.6%;

                                 o    other properties represent 3.4%;

                                 o    mixed use properties represent 2.3%;

                                 o    manufactured housing community properties
                                      represent 1.1%; and

                                 o    self storage properties represent 0.7%.

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

                                 The mortgaged properties are located in thirty
                                 (30) different states. In particular, investors
                                 should note that approximately 14.2% of the
                                 mortgaged properties, based on the initial
                                 outstanding pool balance, are located in
                                 California. Mortgaged properties located in
                                 California may be more susceptible to some
                                 types of special hazards that may not be
                                 adequately covered by insurance (such as
                                 earthquakes and flooding) than properties
                                 located in other parts of the country. If a
                                 borrower does not have insurance against such
                                 risks and a severe casualty occurs at a
                                 mortgaged property, the borrower may be unable
                                 to generate income from the mortgaged property
                                 in order to make payments on the related
                                 mortgage loan. The mortgage loans generally do
                                 not require any borrowers to maintain
                                 earthquake insurance.

                                 In addition, 17.0%, 10.3%, 8.2%, and 6.2% of
                                 the mortgaged properties, based on the initial
                                 outstanding pool balance, are located in
                                 Oregon, Minnesota, Arizona and Virginia
                                 respectively, and concentrations of mortgaged
                                 properties, in each case, representing less
                                 than 4.6% of the initial outstanding pool
                                 balance, also exist in several other states.


                                      S-43



A LARGE CONCENTRATION OF
RETAIL PROPERTIES IN THE
MORTGAGE POOL WILL SUBJECT
YOUR INVESTMENT TO THE SPECIAL
RISKS OF RETAIL PROPERTIES       Sixty-five (65) of the mortgaged properties,
                                 securing mortgage loans representing 30.0% of
                                 the initial outstanding pool balance, are
                                 retail properties. The quality and success of a
                                 retail property's tenants significantly affect
                                 the property's value. The success of retail
                                 properties can be adversely affected by local
                                 competitive conditions and changes in consumer
                                 spending patterns. A borrower's ability to make
                                 debt service payments can be adversely affected
                                 if rents are based on a percentage of the
                                 tenant's sales and sales decline or if the
                                 closure of one store gives rise to lease
                                 provisions permitting the closure of another
                                 store.

                                 An "anchor tenant" is proportionately larger in
                                 size than other tenants at a retail property
                                 and is considered to be vital in attracting
                                 customers to a retail property, whether or not
                                 the anchor tenant's premises are part of the
                                 mortgaged property. Forty-six (46) of the
                                 mortgaged properties, securing 25.8% of the
                                 initial outstanding pool balance, are
                                 properties considered by the applicable
                                 mortgage loan seller to be leased to or are
                                 adjacent to or are occupied by anchor tenants.

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

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

                                 o    termination of an anchor store's lease;

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

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

                                 There may be retail properties with anchor
                                 stores that are permitted to cease operating at
                                 any time if certain other stores are not
                                 operated at those locations. Furthermore, there
                                 may be non-anchor tenants that are permitted to
                                 offset all or a portion of their rent, pay rent
                                 based solely on a percentage of their sales or
                                 to terminate their leases if certain anchor
                                 stores and/or major tenants are either not
                                 operated or fail to meet certain business
                                 objectives.

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


                                      S-44



                                 properties are located, which could adversely
                                 affect the rents collectible at the retail
                                 properties included in the mortgage pool, as
                                 well as the income from, and market value of,
                                 the mortgaged properties.

A LARGE CONCENTRATION OF
OFFICE PROPERTIES IN THE
MORTGAGE POOL WILL SUBJECT
YOUR INVESTMENT TO THE SPECIAL
RISKS OF OFFICE PROPERTIES       Twenty-two (22) of the mortgaged properties,
                                 securing mortgage loans representing 36.9% of
                                 the initial outstanding pool balance, are
                                 office properties.

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

                                 o    the quality of an office building's
                                      tenants;

                                 o    the diversity of an office building's
                                      tenants, reliance on a single or dominant
                                      tenant or tenants in a volatile industry
                                      (e.g., technology and internet companies
                                      that have experienced or may in the future
                                      experience circumstances that make their
                                      businesses volatile);

                                 o    the physical attributes of the building in
                                      relation to competing buildings, e.g.,
                                      age, condition, design, location, access
                                      to transportation and ability to offer
                                      certain amenities, such as sophisticated
                                      building systems;

                                 o    the desirability of the area as a business
                                      location;

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

                                 o    the suitability of a space for re-leasing
                                      without significant build-out costs.

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

                                 Some or all of the tenants in certain of the
                                 office properties referenced above are medical
                                 offices. The performance of a property with
                                 significant medical office tenants may depend
                                 on the proximity of such property to a hospital
                                 or other health care establishment and on
                                 reimbursements for patient fees from private or
                                 government-sponsored insurance companies. The
                                 sudden closure of a nearby hospital may
                                 adversely affect the value of a property with
                                 significant medical office tenants. In
                                 addition, the performance of a property with
                                 significant medical office tenants may depend
                                 on reimbursements for patient fees from private
                                 or government-sponsored insurers and issues
                                 related to reimbursement (ranging from non
                                 payment to delays in payment) from such
                                 insurers could adversely impact cash flow at
                                 such mortgaged properties. Moreover, properties
                                 with significant medical office tenants may
                                 appeal to a narrow market of tenants and the
                                 value of such a property may be adversely
                                 affected by the availability of competing
                                 office properties.


                                      S-45



A LARGE CONCENTRATION OF
HOSPITALITY PROPERTIES IN THE
MORTGAGE POOL WILL SUBJECT
YOUR INVESTMENT TO THE SPECIAL
RISKS OF HOSPITALITY
PROPERTIES                       Eight (8) of the mortgaged properties, securing
                                 mortgage loans representing 13.4% of the
                                 initial outstanding pool balance, are
                                 hospitality properties. Various factors may
                                 adversely affect the economic performance of a
                                 hospitality property, including:

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

                                 o    the construction of competing hotels or
                                      resorts;

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

                                 o    franchise affiliation (or lack thereof);

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

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

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

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

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

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

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

                                 o    the duration of the franchise licensing
                                      agreement or management agreement; and


                                      S-46



                                 o    which in certain cases may have a term
                                      that expires prior to the loan maturity.

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

A LARGE CONCENTRATION OF
INDUSTRIAL PROPERTIES IN THE
MORTGAGE POOL WILL SUBJECT
YOUR INVESTMENT TO THE SPECIAL
RISKS OF INDUSTRIAL
PROPERTIES                       Twenty-five (25) of the mortgaged properties,
                                 securing mortgage loans representing 6.6% of
                                 the initial outstanding pool balance, are
                                 industrial properties. Various factors may
                                 adversely affect the economic performance of
                                 these industrial properties, which could
                                 adversely affect payments on your certificates,
                                 including:

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

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

                                 o    a property becoming functionally obsolete;

                                 o    insufficient supply of labor to meet
                                      demand;

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

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

                                 o    suitability for a particular tenant;

                                 o    building design and adaptability;

                                 o    a change in the proximity of supply
                                      sources; and

                                 o    environmental hazards.

A LARGE CONCENTRATION OF
MULTIFAMILY PROPERTIES IN THE
MORTGAGE POOL WILL SUBJECT
YOUR INVESTMENT TO THE SPECIAL
RISKS OF MULTIFAMILY
PROPERTIES                       Sixteen (16) of the mortgaged properties,
                                 securing mortgage loans representing 5.6% of
                                 the initial outstanding pool balance, are
                                 multifamily properties.

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

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

                                 o    the location of the property;

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


                                      S-47



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

                                 o    the property's reputation;

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

                                 o    the presence of competing properties;

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

                                 o    the tenant mix (such as tenants being
                                      predominantly students or military
                                      personnel or employees of a particular
                                      business or industry) and requirements
                                      that tenants meet certain criteria (such
                                      as age restrictions for senior housing);

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

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

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

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

                                 Certain of the mortgage loans are secured or
                                 may be secured in the future by mortgaged
                                 properties that are subject to certain
                                 affordable housing covenants and other
                                 covenants and restrictions with respect to
                                 various tax credit, city, state and federal
                                 housing subsidies, rent stabilization or
                                 similar programs, in respect of various units
                                 within the mortgaged properties. Generally, the
                                 related mortgaged property must satisfy certain
                                 requirements, the borrower must observe certain
                                 leasing practices and/or the tenant(s) must
                                 regularly meet certain income requirements or
                                 the borrower or mortgaged property must have
                                 certain other characteristics consistent with
                                 the government policy related to the applicable
                                 program. The limitations and restrictions
                                 imposed by these programs could result in
                                 losses on the mortgage loans. In


                                      S-48



                                 addition, in the event that the program is
                                 cancelled, it could result in less income for
                                 the project. In certain cases, housing
                                 assistance program contracts may not be
                                 assigned to the related borrower or purchaser
                                 of the property until after the origination
                                 date of the mortgage loan. We cannot assure you
                                 that these contracts will ultimately be
                                 assigned. These programs may include, among
                                 others:

                                 o    rent limitations that would adversely
                                      affect the ability of borrower to increase
                                      rents to maintain the condition of their
                                      mortgaged properties and satisfy operating
                                      expense; and

                                 o    tenant income restrictions that may reduce
                                      the number of eligible tenants in those
                                      mortgaged properties and result in a
                                      reduction in occupancy rates.

                                 The difference in rents between subsidized or
                                 supported properties and other multifamily
                                 rental properties in the same area may not be a
                                 sufficient economic incentive for some eligible
                                 tenants to reside at a subsidized or supported
                                 property that may have fewer amenities or be
                                 less attractive as a residence. As a result,
                                 occupancy levels at a subsidized or supported
                                 property may decline, which may adversely
                                 affect the value and successful operation of
                                 such property.

A LARGE CONCENTRATION OF
MANUFACTURED HOUSING COMMUNITY
PROPERTIES IN THE MORTGAGE
POOL WILL SUBJECT YOUR
INVESTMENT TO THE SPECIAL
RISKS OF MANUFACTURED HOUSING
COMMUNITY PROPERTIES             Seven (7) mortgaged properties, securing
                                 mortgage loans representing 1.1% of the initial
                                 outstanding pool balance, are manufactured
                                 housing community properties. Various factors
                                 may adversely affect the economic performance
                                 of manufactured housing community properties,
                                 which could adversely affect payments on your
                                 certificates, including:

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

                                 o    the location of the community;

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

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

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

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


                                      S-49



                                 o    the property's reputation;

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

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

A LARGE CONCENTRATION OF SELF
STORAGE FACILITIES IN THE
MORTGAGE POOL WILL SUBJECT
YOUR INVESTMENT TO THE SPECIAL
RISKS OF SELF STORAGE
FACILITIES                       Three (3) of the mortgaged properties, securing
                                 mortgage loans representing 0.7% of the initial
                                 outstanding pool balance, are self storage
                                 facilities. Various factors may adversely
                                 affect the value and successful operation of a
                                 self storage facility including:

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

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

                                 o    security concerns; and

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

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

THEATER PROPERTIES HAVE
PARTICULAR RISKS                 Two (2) of the mortgaged properties, securing
                                 2.0% of the initial outstanding pool balance,
                                 are megaplex movie theaters leased to a theater
                                 operator. Operators of these types of
                                 properties are exposed to certain unique risks.

                                 Significant factors determining the value of a
                                 theater property include:

                                 o    the ability to secure film license
                                      agreements for first-run movies;

                                 o    the ability to maintain high attendance
                                      levels;

                                 o    the ability to achieve sales of food and
                                      beverages to attendees; and

                                 o    the strength and experience of the
                                      operator.

                                 Certain physical attributes of the building may
                                 also impact property value. These physical
                                 attributes include:

                                 o    location, visibility and accessibility to
                                      transportation arteries;

                                 o    number of screens and seating capacity;


                                      S-50



                                 o    adequacy of patron parking; and

                                 o    quality and modernity of sound and
                                      projection systems.

                                 The performance of a theater property can also
                                 be impacted by the quality, size and proximity
                                 of competitive theater properties and the
                                 relative appeal of films being screened at
                                 other theater properties within the market. The
                                 theater industry is highly dependent on the
                                 quality and popularity of films being produced
                                 by film production companies both in the United
                                 States and overseas. A slowdown in movie
                                 production or decrease in the appeal of films
                                 being produced can negatively impact the value
                                 of a theater property.

                                 In recent years, the theater industry has
                                 experienced a high level of construction of new
                                 theaters and an increase in competition among
                                 theater operators.

                                 Movie theater properties are also subject to
                                 the risk that because they are "special
                                 purpose" properties they may not be immediately
                                 converted to a new use.

                                 All of these factors may increase the
                                 possibility that the related borrower will be
                                 unable to meet its obligations under the
                                 mortgage loan.

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

                                 The management and operation of a condominium
                                 is generally controlled by a condominium board
                                 representing the owners of the individual
                                 condominium units, subject to the terms of the
                                 related condominium rules or by-laws.
                                 Generally, the consent of a majority of the
                                 board members is required for any actions of
                                 the condominium board. The condominium
                                 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
                                 entity. The condominium board is generally
                                 responsible for administration of the affairs
                                 of the condominium, including providing for
                                 maintenance and repair of common areas,
                                 adopting rules and regulations regarding common
                                 areas, and obtaining insurance and repairing
                                 and restoring the common areas of the property
                                 after a casualty. There can 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 condominium board. There can be no
                                 assurance that the related condominium board
                                 will always act in the best interests of the
                                 borrower under those mortgage loans.
                                 Notwithstanding the insurance and casualty
                                 provisions of the related mortgage loan
                                 documents, the condominium board may have the
                                 right to control the use of casualty proceeds.
                                 In addition, the condominium board generally
                                 has the right to assess individual unit owners
                                 for their share of expenses related to the
                                 operation and maintenance of the


                                      S-51



                                 common elements. In the event that an owner of
                                 another unit fails to pay its allocated
                                 assessments, the related borrower may be
                                 required to pay those assessments in order to
                                 properly maintain and operate the common
                                 elements of the property. Although the
                                 condominium board generally may obtain a lien
                                 against any unit owner for common expenses that
                                 are not paid, the lien generally is
                                 extinguished if a mortgagee takes possession
                                 pursuant to a foreclosure. Each unit owner is
                                 responsible for maintenance of its respective
                                 unit and retains essential operational control
                                 over its unit.

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

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

ENVIRONMENTAL LAWS ENTAIL
RISKS THAT MAY ADVERSELY
AFFECT PAYMENTS ON YOUR
CERTIFICATES                     Various environmental laws may make a current
                                 or previous owner or operator of real property
                                 liable for the costs of removal or remediation
                                 of hazardous or toxic substances on, under or
                                 adjacent to the property. Those laws often
                                 impose liability whether or not the owner or
                                 operator knew of, or was responsible for, the
                                 presence of the hazardous or toxic substances.
                                 For example, 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


                                      S-52



                                 priority over the lien of a pre-existing
                                 mortgage. Additionally, third parties may seek
                                 recovery from owners or operators of real
                                 properties for cleanup costs, property damage
                                 or personal injury associated with releases of,
                                 or other exposure to hazardous substances
                                 related to the properties.

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

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

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

                                 Twenty-seven (27) of the mortgaged properties,
                                 securing mortgage loans representing 3.5% of
                                 the initial outstanding pool balance, are the


                                      S-53



                                 subject of a group secured creditor impaired
                                 property policy providing coverage for certain
                                 losses that may arise from adverse
                                 environmental conditions that may exist at the
                                 related mortgaged properties. Two (2) of the
                                 mortgaged properties, securing mortgage loans
                                 representing 0.2% of the initial outstanding
                                 pool balance, have the benefit of a stand-alone
                                 secured creditor impaired property policy that
                                 provides coverage for selected environmental
                                 matters with respect to those properties. We
                                 describe each policy under "Description of the
                                 Mortgage Pool--Environmental Insurance" in this
                                 prospectus supplement. Generally, environmental
                                 site assessments were not performed with
                                 respect to those mortgaged properties covered
                                 by the group secured creditor impaired property
                                 policy.

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

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

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

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

                                 Portions of some of the mortgaged properties
                                 securing the mortgage loans may include tenants
                                 that operate as, were previously operated as,
                                 or are located near other properties currently
                                 or previously operated as on-site dry-cleaners
                                 or gasoline stations. Both types of operations
                                 involve the use and storage of hazardous
                                 materials, 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 or licenses in connection with their
                                 operations and activities and to comply with
                                 various environmental laws, including those
                                 governing the use and storage of hazardous
                                 materials. 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, especially in connection with releases
                                 into the environment of gasoline, dry-cleaning
                                 solvents or other hazardous substances from
                                 underground storage tank systems or otherwise,
                                 could adversely impact the related borrower's
                                 ability to repay the related mortgage loan.
                                 Certain of the mortgaged properties may have
                                 environmental contamination that has been


                                      S-54



                                 remediated and for which no-further action
                                 letters have been issued or may be the subject
                                 of ongoing remediation.

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

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

IF A BORROWER IS UNABLE TO
REPAY ITS LOAN ON ITS MATURITY
DATE, YOU MAY EXPERIENCE A
LOSS                             One hundred forty-six (146) mortgage loans,
                                 representing 98.4% of the initial outstanding
                                 pool balance, are balloon loans. Twelve (12) of
                                 these mortgage loans, representing 9.7% of the
                                 initial outstanding pool balance, are mortgage
                                 loans, which are also referred to in this
                                 prospectus supplement as "ARD Loans", that have
                                 an anticipated repayment date that provide for
                                 an increase in the mortgage rate and/or
                                 principal amortization at a specified date
                                 prior to stated maturity. These ARD Loans are
                                 structured to encourage the borrower to repay
                                 the mortgage loan in full by the specified date
                                 (which is prior to the mortgage loan's stated
                                 maturity date) upon which these increases
                                 occur. Also included in these balloon loans are
                                 twenty-three (23) mortgage loans, representing
                                 45.3% of the initial outstanding pool balance,
                                 that provide for monthly payments of interest
                                 only for their entire respective terms and
                                 forty-four (44) mortgage loans, representing
                                 28.6% of the initial outstanding pool balance,
                                 that currently provide for monthly payments of
                                 interest only for a portion of their respective
                                 terms ranging from 12 months to 72 months and
                                 then provide for the monthly payment of
                                 principal and interest over their respective
                                 remaining terms. For purposes of this
                                 prospectus supplement, we consider a mortgage
                                 loan to be a "balloon loan" if its principal
                                 balance is not scheduled to be fully or
                                 substantially amortized by the loan's
                                 respective anticipated repayment date (in the
                                 case of a loan having an anticipated repayment
                                 date) or maturity date. We cannot assure you
                                 that each borrower will have the ability to
                                 repay the principal balance outstanding on the
                                 pertinent date, especially under a scenario
                                 where


                                      S-55



                                 interest rates have increased from the
                                 historically low interest rates in effect at
                                 the time that most of the mortgage loans were
                                 originated. Balloon loans involve greater risk
                                 than fully amortizing loans because a
                                 borrower's ability to repay the loan on its
                                 anticipated repayment date or stated maturity
                                 date typically will depend upon its ability
                                 either to refinance the loan or to sell the
                                 mortgaged property at a price sufficient to
                                 permit repayment. A borrower's ability to
                                 achieve either of these goals will be affected
                                 by a number of factors, including:

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

                                 o    prevailing interest rates;

                                 o    the fair market value of the related
                                      mortgaged property;

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

                                 o    the borrower's financial condition;

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

                                 o    tax laws; and

                                 o    prevailing general and regional economic
                                      conditions.

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

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

A BORROWER'S OTHER LOANS MAY
REDUCE THE CASH FLOW AVAILABLE
TO THE MORTGAGED PROPERTY
WHICH MAY ADVERSELY AFFECT
PAYMENTS ON YOUR CERTIFICATES    Two (2) of the mortgage loans, representing
                                 10.5% of the initial outstanding pool balance,
                                 currently have additional financing in place
                                 that is secured by the mortgaged property or
                                 properties related to such mortgage loan.
                                 Mortgage Loan No. 2 (the "225 South Sixth
                                 Street Pari Passu Loan"), having an aggregate
                                 outstanding principal balance as of the cut-off
                                 date of $152,500,000, representing 9.9% of the
                                 initial outstanding pool balance, is secured by
                                 the same mortgaged property on a pari passu
                                 basis with another note (the "225 South Sixth
                                 Street Companion Loan") that had an outstanding
                                 principal balance as of the cut-off date of
                                 $10,000,000. In addition, the 225 South Sixth
                                 Street Pari Passu Loan has related mezzanine
                                 financing in the original principal amount of
                                 $25,000,000, which is secured by the equity
                                 ownership interests in the borrower but not by
                                 the related mortgaged property. Mortgage Loan
                                 No. 36 (the "Residence Inn by Marriott Mortgage
                                 Loan"), which had an outstanding principal
                                 balance as of the cut-off date of $8,970,350,
                                 representing 0.6% of the initial outstanding
                                 pool balance, is secured by the related
                                 mortgaged property, which also secures a second
                                 lien loan that had an original principal
                                 balance of $5,250,000. In the case of the
                                 Residence Inn by Marriott Mortgage Loan, the
                                 second mortgage is subject to a subordination
                                 agreement entered into with the first
                                 mortgagee. The second mortgagee, may after 180
                                 days following an event of default under the
                                 applicable loan documents, institute an action
                                 for judgment on the second note or an


                                      S-56



                                 action for foreclosure; however, the second
                                 mortgagee must provide prior notice to the
                                 first mortgagee and the first mortgagee must be
                                 provided an opportunity to cure such default.
                                 In addition, a default under the second
                                 mortgage loan constitutes a default under the
                                 Residence Inn by Marriott Mortgage Loan. See
                                 "Description of the Mortgage Pool-- Subordinate
                                 and Other Financing" and "Servicing of the
                                 Mortgage Loans--Servicing of the 225 South
                                 Sixth Street Loan Group" in this prospectus
                                 supplement.

                                 In addition to the foregoing, the borrower with
                                 respect to Mortgage Loan No. 21, representing
                                 1.0% of the initial outstanding pool balance
                                 and having an outstanding principal balance as
                                 of the cut-off date of $15,000,000, has entered
                                 into additional related mezzanine financing in
                                 the aggregate original principal amount of
                                 $3,500,000 that is not secured by the related
                                 mortgaged property.

                                 In general, borrowers that have not agreed to
                                 certain special purpose covenants in the
                                 related mortgage loan documents may have also
                                 incurred additional financing that is not
                                 secured by the mortgaged property.

                                 One (1) of the mortgage loans, representing
                                 2.9% of the initial outstanding pool balance,
                                 permits the borrower to enter into additional
                                 subordinate financing that is secured by the
                                 mortgaged property, provided that certain debt
                                 service coverage ratio and loan-to-value ratio
                                 tests are satisfied as further discussed in the
                                 footnotes of Appendix II to this prospectus
                                 supplement and also permits the owners of the
                                 borrower to enter into additional financing
                                 that is secured by a pledge of equity interests
                                 in the borrower.

                                 Two (2) of the mortgage loans, representing
                                 0.6% of the initial outstanding pool balance,
                                 permit the borrower to enter into additional
                                 subordinate financing that is secured by the
                                 mortgaged property, provided that, in each
                                 case, certain debt service coverage ratio and
                                 loan-to-value ratio tests are satisfied as
                                 further discussed in the footnotes of Appendix
                                 II to this prospectus supplement.

                                 Seventeen (17) of the mortgage loans,
                                 representing 18.5% of the initial outstanding
                                 pool balance, permit the borrower to either
                                 enter into additional subordinate financing
                                 that is not secured by the related mortgaged
                                 property, provided that certain debt service
                                 coverage ratio and loan-to-value ratio tests
                                 are satisfied as further discussed in the
                                 footnotes to Appendix II to this prospectus
                                 supplement (or to retain unsecured debt
                                 existing at the time of the origination of such
                                 loan) or permit the owners of the borrower to
                                 enter into financing that is secured by a
                                 pledge of equity interests in the borrower.

                                 In general, borrowers that have not agreed to
                                 certain special purpose covenants in the
                                 related mortgage loan documents may also be
                                 permitted to incur additional financing that is
                                 not secured by the mortgaged property.

                                 In the case of some or all of the mortgage
                                 loans with existing subordinate or mezzanine
                                 debt, the holder of the subordinate or
                                 mezzanine loan has the right to cure certain
                                 defaults occurring on the


                                      S-57



                                 mortgage loan and/or the right to purchase the
                                 mortgage loan from the trust if certain
                                 defaults on the mortgage loan occur. The
                                 purchase price required to be paid in
                                 connection with such a purchase is generally
                                 equal to the outstanding principal balance of
                                 the mortgage loan, together with accrued and
                                 unpaid interest on, and all unpaid servicing
                                 expenses and advances relating to, the mortgage
                                 loan. Such purchase price generally does not
                                 include a yield maintenance charge or
                                 prepayment premium. Accordingly, such purchase
                                 (if made prior to the maturity date or
                                 anticipated repayment date) will have the
                                 effect of a prepayment made without payment of
                                 a yield maintenance charge or prepayment
                                 premium.

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

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

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

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


                                      S-58



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

                                 Even if a subordinate lender has agreed not to
                                 take any direct actions with respect to the
                                 related subordinate debt, including any actions
                                 relating to the bankruptcy of the borrower, and
                                 that the holder of the mortgage loan will have
                                 all rights to direct all such actions, there
                                 can be no assurance that in the event of the
                                 borrower's bankruptcy, a court will enforce
                                 such restrictions against a subordinate lender.
                                 In its decision in In re 203 North LaSalle
                                 Street Partnership, 246 B.R. 325 (Bankr. N.D.
                                 Ill. March 10, 2000), the United States
                                 Bankruptcy Court for the Northern District of
                                 Illinois refused to enforce a provision of a
                                 subordination agreement that allowed a first
                                 mortgagee to vote a second mortgagee's claim
                                 with respect to a Chapter 11 reorganization
                                 plans on the grounds prebankruptcy contracts
                                 cannot override rights expressly provided by
                                 the Bankruptcy Code. This holding, which at
                                 least one court has already followed,
                                 potentially limits the ability of a senior
                                 lender to accept or reject a reorganization
                                 plan or to control the enforcement of remedies
                                 against a common borrower over a subordinated
                                 lender's objections.

                                 For further information with respect to
                                 subordinate debt, mezzanine debt and other
                                 financing, see Appendix II attached to this
                                 prospectus supplement.

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

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

                                 o    reduce monthly payments due under a
                                      mortgage loan;

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

                                 o    otherwise alter the terms of the mortgage
                                      loan, including the repayment schedule.


                                      S-59



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

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

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

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

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

CERTAIN OF THE MORTGAGE LOANS
LACK CUSTOMARY PROVISIONS        Certain of the mortgage loans lack many
                                 provisions that are customary in mortgage loans
                                 intended for securitization. Generally, the
                                 borrowers with respect to these mortgage loans
                                 are not required to make payments to lockboxes
                                 or to maintain reserves for certain expenses,
                                 such as taxes, insurance premiums, capital
                                 expenditures, tenant improvements and leasing
                                 commissions, and the lenders under these
                                 mortgage loans do not have the right to
                                 terminate the related property manager upon the
                                 occurrence of certain events or require lender
                                 approval of a replacement property manager.


                                      S-60



BORROWERS THAT ARE NOT SPECIAL
PURPOSE ENTITIES MAY BE MORE
LIKELY TO FILE BANKRUPTCY
PETITIONS AND THIS MAY
ADVERSELY AFFECT PAYMENTS ON
YOUR CERTIFICATES                While many of the borrowers have agreed to
                                 certain special purpose covenants to limit the
                                 bankruptcy risk arising from activities
                                 unrelated to the operation of the property,
                                 some borrowers are not special purpose
                                 entities. The loan documents and organizational
                                 documents of these borrowers that are not
                                 special purpose entities generally do not limit
                                 the purpose of the borrowers to owning the
                                 mortgaged properties and do not contain the
                                 representations, warranties and covenants
                                 customarily employed to ensure that a borrower
                                 is a special purpose entity (such as
                                 limitations on indebtedness, affiliate
                                 transactions and the conduct of other
                                 businesses, restrictions on the borrower's
                                 ability to dissolve, liquidate, consolidate,
                                 merge or sell all of its assets and
                                 restrictions upon amending its organizational
                                 documents). Consequently, these borrowers may
                                 have other monetary obligations, and certain of
                                 the loan documents provide that a default under
                                 any such other obligations constitutes a
                                 default under the related mortgage loan. In
                                 addition, many of the borrowers and their
                                 owners do not have an independent director
                                 whose consent would be required to file a
                                 bankruptcy petition on behalf of the 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.
                                 Therefore, the borrowers described above may be
                                 more likely to file or be subject to voluntary
                                 or involuntary bankruptcy petitions which may
                                 adversely affect payments on your certificates.

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

                                 o    responding to changes in the local market;

                                 o    planning and implementing the rental
                                      structure;

                                 o    operating the property and providing
                                      building services;

                                 o    managing operating expenses; and

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

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

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


                                      S-61



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

PROVISIONS REQUIRING YIELD
MAINTENANCE CHARGES OR
DEFEASANCE PROVISIONS MAY NOT
BE ENFORCEABLE                   Provisions prohibiting prepayment during a
                                 lock-out period or requiring the payment of
                                 prepayment premiums or yield maintenance
                                 charges may not be enforceable in some states
                                 and under federal bankruptcy law. Provisions
                                 requiring the payment of prepayment premiums or
                                 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 prepayment premium or yield maintenance
                                 charge will be enforceable either in whole or
                                 in part. Also, we cannot assure you that
                                 foreclosure proceeds will be sufficient to pay
                                 an enforceable prepayment premium or yield
                                 maintenance charge.

                                 Additionally, although the collateral
                                 substitution provisions related to defeasance
                                 do not have the same effect on the
                                 certificateholders as prepayment, we cannot
                                 assure you that a court would not interpret
                                 those provisions as requiring a yield
                                 maintenance charge. In certain jurisdictions,
                                 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                The mortgage loans generally do not require the
                                 related borrower to cause rent and other
                                 payments to be made into a lockbox account
                                 maintained on behalf of the lender. 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
                                 purposes other than the payment of the mortgage
                                 loan and maintaining the mortgaged property.

ENFORCEABILITY OF
CROSS-COLLATERALIZATION
PROVISIONS MAY BE CHALLENGED
AND THE BENEFITS OF THESE
PROVISIONS MAY OTHERWISE BE
LIMITED AND MAY ADVERSELY
AFFECT PAYMENTS ON YOUR
CERTIFICATES                     The mortgage pool includes one (1) group of
                                 mortgage loans, representing 0.2% of the
                                 initial outstanding pool balance, under which
                                 an aggregate amount of indebtedness is secured
                                 by multiple real properties, through
                                 cross-collateralization with other mortgage
                                 loans or otherwise. This arrangement attempts
                                 to reduce the risk that one mortgaged real
                                 property may not generate enough net operating
                                 income to pay debt service. However,
                                 arrangements of this type involving more than
                                 one borrower (i.e. in the case of
                                 cross-collateralized mortgage loans) could be
                                 challenged as fraudulent conveyances if:


                                      S-62



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

                                 o    the related borrower did not receive fair
                                      consideration or reasonably equivalent
                                      value when it allowed its mortgaged real
                                      property or properties to be encumbered by
                                      a lien benefiting the other borrowers; and

                                 o    the borrower was insolvent when it granted
                                      the lien, was rendered insolvent by the
                                      granting of the lien or was left with
                                      inadequate capital, or was unable to pay
                                      its debts as they matured.

                                 Among other things, a legal challenge to the
                                 granting of the liens may focus on:

                                 o    the benefits realized by such borrower
                                      entity from the respective mortgage loan
                                      proceeds as compared to the value of its
                                      respective property; and

                                 o    the overall cross-collateralization.

                                 If a court were to conclude that the granting
                                 of the liens was an avoidable fraudulent
                                 conveyance, that court could subordinate all or
                                 part of the borrower's respective mortgage loan
                                 to existing or future indebtedness of that
                                 borrower. The court also could recover payments
                                 made under that mortgage loan or take other
                                 actions detrimental to the holders of the
                                 certificates, including, under certain
                                 circumstances, invalidating the loan or the
                                 related mortgages that are subject to
                                 cross-collateralization.

                                 Furthermore, when multiple real properties
                                 secure a mortgage loan or group of
                                 cross-collateralized mortgage loans, the amount
                                 of the mortgage encumbering any particular one
                                 of those properties may be less than the full
                                 amount of the related mortgage loan or group of
                                 cross-collateralized mortgage loans, generally,
                                 to minimize recording tax. This mortgage amount
                                 may equal the appraised value or allocated loan
                                 amount for the mortgaged real property and will
                                 limit the extent to which proceeds from the
                                 property will be available to offset declines
                                 in value of the other properties securing the
                                 same mortgage loan or group of
                                 cross-collateralized mortgage loans.

                                 Moreover, two (2) groups of multi-property
                                 mortgage loans or crossed loan groups,
                                 representing 0.6% of the initial outstanding
                                 pool balance, are secured by mortgaged
                                 properties located in various states.
                                 Foreclosure actions are brought in state court
                                 and the courts of one state cannot exercise
                                 jurisdiction over property in another state.
                                 Upon a default under any of these mortgage
                                 loans, it may not be possible to foreclose on
                                 the related mortgaged real properties
                                 simultaneously.


                                      S-63



RESERVES TO FUND CAPITAL
EXPENDITURES MAY BE
INSUFFICIENT AND THIS MAY
ADVERSELY AFFECT PAYMENTS ON
YOUR CERTIFICATES                Many of the mortgage loans do not require the
                                 borrowers to set aside funds for specific
                                 reserves controlled by the lender. Even to the
                                 extent that the mortgage loans require any
                                 reserves, we cannot assure you that any reserve
                                 amounts will be sufficient to cover the actual
                                 costs of items such as taxes, insurance
                                 premiums, capital expenditures, tenant
                                 improvements and leasing commissions (or other
                                 items for which the reserves were established)
                                 or that borrowers under the related mortgage
                                 loans will put aside sufficient funds to pay
                                 for those items. We also cannot assure you that
                                 cash flow from the properties will be
                                 sufficient to fully fund the ongoing monthly
                                 reserve requirements or to enable the borrowers
                                 under the related mortgage loans to fully pay
                                 for those items.

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

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

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

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

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

                                 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


                                      S-64



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

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

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

IMPACT OF TERRORIST ATTACKS
AND MILITARY OPERATIONS ON THE
FINANCIAL MARKETS AND YOUR
INVESTMENT                       On September 11, 2001, the United States was
                                 subjected to multiple terrorist attacks,
                                 resulting in the loss of many lives and massive
                                 property damage and destruction in New York
                                 City, the Washington, D.C. area and
                                 Pennsylvania. In its aftermath, there was
                                 considerable uncertainty in the world financial
                                 markets. It is impossible to predict whether,
                                 or the extent to which, future terrorist
                                 activities may occur in the United States.
                                 According to publicly available reports, the
                                 financial markets have in the past responded to
                                 the uncertainty with regard to the scope,
                                 nature and timing of current and possible
                                 future military responses led by the United
                                 States, as well as to the disruptions in air


                                      S-65



                                 travel, substantial losses reported by various
                                 companies including airlines, insurance
                                 providers and aircraft makers, the need for
                                 heightened security across the country and
                                 decreases in consumer confidence that can cause
                                 a general slowdown in economic growth.

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

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

IMPACT OF HURRICANE KATRINA,
HURRICANE RITA AND HURRICANE
WILMA ON THE MORTGAGE LOANS
AND YOUR INVESTMENT              The damage caused by Hurricane Katrina,
                                 Hurricane Rita and Hurricane Wilma and related
                                 windstorms, floods and tornadoes in areas of
                                 Alabama, Louisiana, Texas and Florida in
                                 August, September and October 2005 may
                                 adversely affect certain of the mortgaged
                                 properties. As of the cut-off date, twenty-two
                                 (22) of the mortgaged properties, securing
                                 mortgage loans representing 7.6% of the initial
                                 outstanding pool balance, were secured by
                                 mortgaged properties located in Texas or
                                 Florida. Although it is too soon to assess the
                                 full impact of Hurricane Katrina, Hurricane
                                 Rita and Hurricane Wilma on the United States
                                 and local economies, in the short term the
                                 effects of the storms are expected to have a
                                 material adverse effect on the local economies
                                 and income producing real estate in the
                                 affected areas. Areas affected by Hurricane
                                 Katrina, Hurricane Rita and Hurricane Wilma
                                 suffered severe flooding, wind and water
                                 damage, forced evacuations, lawlessness,
                                 contamination, gas leaks and fire and
                                 environmental damage. The devastation caused by
                                 Hurricane Katrina, Hurricane Rita and Hurricane
                                 Wilma could lead to a general economic
                                 downturn, including increased oil prices, loss
                                 of jobs, regional disruptions in travel,
                                 transportation and tourism and a decline in
                                 real-estate related investments, in particular,
                                 in the areas most directly damaged by the
                                 storms. Specifically, there can


                                      S-66



                                 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. Additionally, the standard
                                 all-risk insurance policies that borrowers
                                 under the mortgage loans are required to
                                 maintain typically do not cover flood damage.
                                 Although certain mortgage loans may require
                                 borrowers to maintain additional flood
                                 insurance, there can be no assurance that such
                                 additional insurance will be sufficient to
                                 cover damage to a mortgaged property in a
                                 heavily flooded area.

                                 Because of the difficulty in obtaining
                                 information about the affected areas and
                                 mortgaged properties it is not possible at this
                                 time to make a complete assessment of the
                                 severity of loss, the availability of insurance
                                 coverage to cover these losses and the extent
                                 and expected duration of the effects of
                                 Hurricane Katrina, Hurricane Rita and Hurricane
                                 Wilma on the mortgaged properties, the
                                 southeast states and the United States as a
                                 whole.

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

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

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

                                 In light of the September 11, 2001 terrorist
                                 attacks in New York City, the Washington, D.C.
                                 area and Pennsylvania, the comprehensive
                                 general liability and business interruption or
                                 rent loss insurance policies required by
                                 typical mortgage loans (which are generally
                                 subject to periodic renewals during the term of
                                 the related mortgage loans) have been affected.
                                 To give time for private markets to develop a
                                 pricing mechanism and to build capacity to
                                 absorb future losses that may occur due to
                                 terrorism, on November 26, 2002 the Terrorism
                                 Risk Insurance Act of 2002 was enacted, which
                                 established the Terrorism Insurance Program.
                                 Under the Terrorism Insurance Program, the
                                 federal


                                      S-67



                                 government shares the risk of loss associated
                                 with certain future terrorist acts.

                                 The Terrorism Insurance Program was originally
                                 scheduled to expire on December 31, 2005.
                                 However, on December 22, 2005, the Terrorism
                                 Risk Insurance Extension Act of 2005 was
                                 enacted, which extended the duration of the
                                 Terrorism Insurance Program until December 31,
                                 2007.

                                 The Terrorism Insurance Program is administered
                                 by the Secretary of the Treasury and through
                                 December 31, 2007 will provide some financial
                                 assistance from the United States Government to
                                 insurers in the event of another terrorist
                                 attack that results in an insurance claim. The
                                 program applies to United States risks only and
                                 to acts that are committed by an individual or
                                 individuals acting on behalf of a foreign
                                 person or foreign interest as an effort to
                                 influence or coerce United States civilians or
                                 the United States Government.

                                 In addition, with respect to any act of
                                 terrorism occurring after March 31, 2006, no
                                 compensation will be paid under the Terrorism
                                 Insurance Program unless the aggregate industry
                                 losses relating to such act of terror exceed
                                 $50 million (or, if such insured losses occur
                                 in 2007, $100 million). As a result, unless the
                                 borrowers obtain separate coverage for events
                                 that do not meet these thresholds (which
                                 coverage may not be required by the respective
                                 loan documents and may not otherwise be
                                 obtainable), such events would not be covered.

                                 The Treasury Department has established
                                 procedures for the program under which the
                                 federal share of compensation will be equal to
                                 90% (or, in 2007, 85%) of that portion of
                                 insured losses that exceeds an applicable
                                 insurer deductible required to be paid during
                                 each program year. The federal share in the
                                 aggregate in any program year may not exceed
                                 $100 billion (and the insurers will not be
                                 liable for any amount that exceeds this cap).

                                 Through December 2007, insurance carriers are
                                 required under the program to provide terrorism
                                 coverage in their basic "all-risk" policies.
                                 Any commercial property and casualty terrorism
                                 insurance exclusion that was in force on
                                 November 26, 2002 is automatically voided to
                                 the extent that it excludes losses that would
                                 otherwise be insured losses. Any state approval
                                 of those types of exclusions in force on
                                 November 26, 2002 are also voided.

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

                                 Certain of the mortgage loans are secured by
                                 mortgaged properties that are not insured for
                                 acts of terrorism. If those casualty losses are
                                 not covered by standard casualty insurance
                                 policies, then in the event of a


                                      S-68



                                 casualty from an act of terrorism, the amount
                                 available to make distributions on your
                                 certificates could be reduced.

CERTAIN OTHER RISKS RELATED TO
CASUALTY AND CASUALTY
INSURANCE                        The loan documents for each mortgage loan
                                 generally require that (A) "all risk" insurance
                                 policies be maintained in an amount equal to
                                 either (i) not less than the full replacement
                                 cost of the related mortgaged property or (ii)
                                 the lesser of the full replacement cost of each
                                 related mortgaged property and the outstanding
                                 principal balance of the mortgage loan or (B)
                                 the related borrower will maintain such
                                 insurance coverages in such amounts as the
                                 lender may reasonably require. Notwithstanding
                                 such requirement, however, under insurance law,
                                 if an insured property is not rebuilt,
                                 insurance companies are generally required to
                                 pay only the "actual cash value" of the
                                 property, which is defined under state law but
                                 is generally equal to the replacement cost of
                                 the property less depreciation. The
                                 determination of "actual cash value" is both
                                 inexact and heavily dependent on facts and
                                 circumstances. Notwithstanding the requirements
                                 of the loan documents, an insurer may refuse to
                                 insure a mortgaged property for the loan amount
                                 if it determines that the "actual cash value"
                                 of the mortgaged property would be a lower
                                 amount, and even if it does insure a mortgaged
                                 property for the full loan amount, if at the
                                 time of casualty the "actual cash value" is
                                 lower, and the mortgaged property is not
                                 restored, only the "actual cash value" will be
                                 paid. Accordingly, if a borrower does not meet
                                 the conditions to restore a mortgaged property
                                 and the mortgagee elects to require the
                                 borrower to apply the insurance proceeds to
                                 repay the mortgage loan, rather than toward
                                 restoration, there can be no assurance that
                                 such proceeds will be sufficient to repay the
                                 mortgage loan.

                                 Certain leases may provide that such leases are
                                 terminable in connection with a casualty or
                                 condemnation including in the event the leased
                                 premises are not repaired or restored within a
                                 specified time period.

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

PROPERTY INSPECTIONS AND
ENGINEERING REPORTS MAY NOT
REFLECT ALL CONDITIONS THAT
REQUIRE REPAIR ON THE PROPERTY   Licensed engineers or consultants generally
                                 inspected the mortgaged properties and prepared
                                 engineering reports in connection with the
                                 origination or securitization of the mortgage
                                 loans to assess items such as structure,
                                 exterior walls, roofing, interior construction,
                                 mechanical and electrical systems and general
                                 condition of the site, buildings and other
                                 improvements. However, we cannot assure you
                                 that all


                                      S-69



                                 conditions requiring repair or replacement were
                                 identified. In those cases where a material
                                 condition was disclosed, such condition has
                                 been or is required to be remedied to the
                                 mortgage loan seller's satisfaction, or funds
                                 as deemed necessary by the mortgage loan
                                 seller, or the related engineer or consultant
                                 have been reserved to remedy the material
                                 condition. No additional property inspections
                                 were conducted by us in connection with the
                                 issuance of the certificates.

VALUATION ESTIMATES MAY
INACCURATELY REFLECT THE VALUE
OF THE MORTGAGED PROPERTIES      An appraisal certified by the applicable
                                 appraiser to be in compliance with FIRREA was
                                 conducted in respect of each mortgaged property
                                 in connection with the origination or
                                 securitization of the related mortgage loan.
                                 The resulting estimated property values
                                 represent the analysis and opinion of the
                                 person performing the appraisal and are not
                                 guarantees of present or future values. The
                                 person performing the appraisal may have
                                 reached a different conclusion of value than
                                 the conclusion that would be reached by a
                                 different appraiser appraising the same
                                 property. Moreover, the values of the mortgaged
                                 properties may have changed significantly since
                                 the appraisal was performed. In addition,
                                 appraisals seek to establish the amount a
                                 typically motivated buyer would pay a typically
                                 motivated seller. Such amount could be
                                 significantly higher than the amount obtained
                                 from the sale of a mortgaged property under a
                                 distress or liquidation sale. The estimates of
                                 value reflected in the appraisals and the
                                 related loan-to-value ratios are presented for
                                 illustrative purposes only in Appendix I and
                                 Appendix II to this prospectus supplement. In
                                 each case the estimate presented is the one set
                                 forth in the most recent appraisal available to
                                 us as of the cut-off date, although we
                                 generally have not obtained updates to the
                                 appraisals. There is no assurance that the
                                 appraisal values indicated accurately reflect
                                 past, present or future market values of the
                                 mortgaged properties.

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


                                      S-70



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

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

STATE LAWS APPLICABLE TO
FORECLOSURE ACTIONS MAY AFFECT
THE TIMING OF PAYMENTS ON YOUR
CERTIFICATES                     Some states, including California, have laws
                                 prohibiting more than one "judicial action" to
                                 enforce a mortgage obligation. Some courts have
                                 construed the term "judicial action" broadly.
                                 In the case of any mortgage loan secured by
                                 mortgaged properties located in multiple
                                 states, the master servicer or special servicer
                                 may be required to


                                      S-71



                                 foreclose first on mortgaged properties located
                                 in states where these "one action" rules apply
                                 (and where non-judicial foreclosure is
                                 permitted) before foreclosing on properties
                                 located in states where judicial foreclosure is
                                 the only permitted method of foreclosure. As a
                                 result, the ability to realize upon the
                                 mortgage loans may be significantly delayed and
                                 otherwise limited by the application of state
                                 laws.

THE BANKRUPTCY OR INSOLVENCY
OF ANY AFFILIATED BORROWERS
MAY ADVERSELY AFFECT PAYMENTS
ON YOUR CERTIFICATES             Ten (10) groups of mortgage loans, the three
                                 (3) largest of which represent 9.7%, 4.1% and
                                 2.0%, respectively, of the initial outstanding
                                 pool balance, were made to borrowers that are
                                 affiliated through common ownership of
                                 partnership or other equity interests and
                                 where, in general, the related mortgaged
                                 properties are commonly managed.

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

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

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


                                      S-72



                                 property or a right of first refusal to
                                 purchase the mortgaged property, the provisions
                                 of the lease will take precedence over the
                                 provisions of the mortgage.

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

TENANCIES IN COMMON MAY HINDER
RECOVERY                         Borrowers under twelve (12) mortgage loans,
                                 representing 4.2% of the initial outstanding
                                 pool balance own the related mortgaged property
                                 as tenants-in-common. In general, with respect
                                 to a tenant-in-common ownership structure, each
                                 tenant-in-common owns an undivided interest in
                                 the property and if such tenant-in-common
                                 desires to sell its interest in the property
                                 (and is unable to find a buyer or otherwise
                                 needs to force a partition) the
                                 tenant-in-common has the ability to request
                                 that a court order a sale of the property and
                                 distribute the proceeds to each
                                 tenant-in-common proportionally.

                                 The borrower under one (1) mortgage loan,
                                 representing 0.3% of the initial outstanding
                                 pool balance is comprised of tenants-in-common
                                 owning approximately 80% of the total ownership
                                 interests. While the remaining
                                 tenants-in-common owners agreed to subordinate
                                 their interest in the related mortgaged
                                 property to the mortgage lien, arrangements of
                                 this type could be challenged by the
                                 non-borrower tenants-in-common if such parties
                                 did not receive fair consideration or
                                 reasonably equivalent value when they allowed
                                 their interests to be encumbered by a lien
                                 benefiting the borrower tenants-in-common.

                                 The bankruptcy, dissolution or action for
                                 partition by one or more of the
                                 tenants-in-common could result in an early
                                 repayment of the related mortgage loan, a
                                 significant delay in recovery against the
                                 tenant-in-common mortgagors, a material
                                 impairment in property management and a
                                 substantial decrease in the amount recoverable
                                 upon the related mortgage loan. In some cases,
                                 the related mortgage loan documents provide for
                                 full recourse to the related tenant-in-common
                                 borrower or the guarantor if a tenant-in-common
                                 files for partition or bankruptcy. In some
                                 cases, the related tenant-in-common borrower
                                 waived its right to partition, reducing the
                                 risk of partition. However, there can be no
                                 assurance that, if challenged, this waiver
                                 would be enforceable. In most cases, the
                                 related tenant-in-common borrower is a special
                                 purpose entity (in some cases
                                 bankruptcy-remote), reducing the risk of
                                 bankruptcy. 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. There can be no assurance
                                 that a bankruptcy proceeding by a single
                                 tenant-in-common borrower will not delay
                                 enforcement of this mortgage loan.


                                      S-73



INCREASES IN REAL ESTATE TAXES
DUE TO TERMINATION OF A PILOT
PROGRAM OR OTHER TAX ABATEMENT
ARRANGEMENTS MAY REDUCE
PAYMENTS TO CERTIFICATEHOLDERS   Certain of the mortgaged properties securing
                                 the mortgage loans have or may in the future
                                 have the benefit of reduced real estate taxes
                                 under a local government program of payment in
                                 lieu of taxes (often known as a PILOT program)
                                 or other tax abatement arrangements. Some of
                                 these programs or arrangements may be scheduled
                                 to terminate or have significant tax increases
                                 prior to the maturity of the related mortgage
                                 loan, resulting in higher, and in some cases
                                 substantially higher, real estate tax
                                 obligations for the related borrower. An
                                 increase in real estate taxes may impact the
                                 ability of the borrower to pay debt service on
                                 the mortgage loans. There are no assurances
                                 that any such program will continue for the
                                 duration of the related mortgage loan.

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

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

CONFLICTS OF INTEREST MAY HAVE
AN ADVERSE EFFECT ON YOUR
CERTIFICATES                     Conflicts between various certificateholders.
                                 The special servicer is given considerable
                                 latitude in determining whether and in what
                                 manner to liquidate or modify defaulted
                                 mortgage loans. The operating adviser will have
                                 the right to replace the special servicer upon
                                 satisfaction of certain conditions set forth in
                                 the pooling and servicing agreement. At any
                                 given time, the operating adviser will be
                                 controlled generally by the holders of the most
                                 subordinate, or, if its certificate principal
                                 balance is less than 25% of its original
                                 certificate balance, the next most subordinate,
                                 class of certificates, that is, the controlling
                                 class, outstanding from time to time (or with
                                 respect to an A/B Mortgage Loan, the holder of
                                 the related B Note to the extent set forth in
                                 the related intercreditor agreement), and such
                                 holders may have interests in conflict with
                                 those of the holders of the other certificates.
                                 In addition, the operating adviser will have
                                 the right to approve the determination of


                                      S-74



                                 customarily acceptable costs with respect to
                                 insurance coverage and the right to advise the
                                 special servicer with respect to certain
                                 actions of the special servicer and, in
                                 connection with such rights, may act solely in
                                 the interest of the holders of certificates of
                                 the controlling class, without any liability to
                                 any certificateholder. For instance, the
                                 holders of certificates of the controlling
                                 class might desire to mitigate the potential
                                 for loss to that class from a troubled mortgage
                                 loan by deferring enforcement in the hope of
                                 maximizing future proceeds. However, the
                                 interests of the trust may be better served by
                                 prompt action, since delay followed by a market
                                 downturn could result in less proceeds to the
                                 trust than would have been realized if earlier
                                 action had been taken. In general, no servicer
                                 is required to act in a manner more favorable
                                 to the offered certificates than to the
                                 privately offered certificates.

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

                                 Conflicts between certificateholders and the
                                 Non-Serviced Mortgage Loan Master Servicer
                                 and/or the Non-Serviced Mortgage Loan Special
                                 Servicer. Any non-serviced mortgage loan will
                                 be serviced and administered pursuant to the
                                 related non-serviced mortgage loan pooling and
                                 servicing agreement, which provides for
                                 servicing arrangements that are generally
                                 consistent with the terms of other comparably
                                 rated commercial mortgage loan securitizations.
                                 Consequently, non-serviced mortgage loans will
                                 not be serviced and administered pursuant to
                                 the terms of the pooling and servicing
                                 agreement. In addition, the legal and/or
                                 beneficial owners of the other mortgage loans
                                 secured by the mortgaged property securing
                                 non-serviced mortgage loans, directly or
                                 through representatives, have certain rights
                                 under the related non-serviced mortgage loan
                                 pooling and servicing agreement and the related
                                 intercreditor agreement that affect such
                                 mortgage loans, including with respect to the
                                 servicing of such mortgage loans and the
                                 appointment of a special servicer with respect
                                 to such mortgage loans. Those legal and/or
                                 beneficial owners may have interests that
                                 conflict with your interests. There are no
                                 non-serviced mortgage loans related to this
                                 trust.

                                 Conflicts between certificateholders and the
                                 holders of subordinate notes. Pursuant to the
                                 terms of the related intercreditor agreements,
                                 neither the master servicer nor special
                                 servicer may enter into material amendments,
                                 modifications or extensions of a mortgage loan
                                 in a material manner without the consent of the
                                 holder of the related


                                      S-75



                                 subordinate note, subject to the expiration of
                                 the subordinate note holder's consent rights.
                                 The holders of the subordinate notes (or their
                                 respective designees) may have interests in
                                 conflict with those of the certificateholders
                                 of the classes of offered certificates. As a
                                 result, approvals to proposed actions of the
                                 master servicer or special servicer, as
                                 applicable, under the pooling and servicing
                                 agreement may not be granted in all instances,
                                 thereby potentially adversely affecting some or
                                 all of the classes of offered certificates.

                                 Conflicts between certificateholders and
                                 primary servicer. The primary servicer for
                                 certain of the mortgage loans will be Principal
                                 Global Investors, LLC, an affiliate of a
                                 mortgage loan seller. The primary servicer for
                                 certain of the mortgage loans will be Wells
                                 Fargo Bank, National Association, a mortgage
                                 loan seller. It is anticipated that the master
                                 servicer will delegate many of its servicing
                                 obligations with respect to these mortgage
                                 loans to such primary servicers pursuant to
                                 primary servicing agreements. Under these
                                 circumstances, the primary servicers, because
                                 it is either a seller or an affiliate of a
                                 seller, may have interests that conflict with
                                 the interests of the holders of the
                                 certificates.

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

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

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


                                      S-76



                                 In addition, any subordinate indebtedness
                                 secured by the related mortgaged property, any
                                 mezzanine loans and/or any future mezzanine
                                 loans related to certain of the mortgage loans
                                 may be held by the respective sellers of such
                                 mortgage loan or affiliates or subsidiaries
                                 thereof. The holders of such subordinate
                                 indebtedness or such mezzanine loans may have
                                 interests that conflict with the interests of
                                 the holders of the certificates.

                                 Additionally, certain of the mortgage loans
                                 included in the trust may have been
                                 refinancings of debt previously held by a
                                 mortgage loan seller, or an affiliate or
                                 subsidiary of a mortgage loan seller, and the
                                 mortgage loan sellers, or their affiliates or
                                 subsidiaries, may have or have had equity
                                 investments in the borrowers (or in the owners
                                 of the borrowers) or properties under certain
                                 of the mortgage loans included in the trust.
                                 Each of the mortgage loan sellers, and their
                                 affiliates or subsidiaries, 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.

                                 Other Conflicts. The depositor is an affiliate
                                 of Bear Stearns Commercial Mortgage, Inc., a
                                 mortgage loan seller and a sponsor, and Bear,
                                 Stearns & Co. Inc., one of the underwriters.
                                 Morgan Stanley Mortgage Capital Inc., one of
                                 the mortgage loan sellers and a sponsor, is an
                                 affiliate of Morgan Stanley & Co. Incorporated,
                                 one of the underwriters. Wells Fargo Bank,
                                 National Association is a mortgage loan seller,
                                 a sponsor, the master servicer, the paying
                                 agent, the certificate registrar and the
                                 authenticating agent. Principal Commercial
                                 Funding II, LLC, a mortgage loan seller and
                                 sponsor, is affiliated with Principal Global
                                 Investors, LLC, one of the primary servicers.
                                 LaSalle Bank National Association and Morgan
                                 Stanley Mortgage Capital Inc. are parties to a
                                 custodial agreement whereby LaSalle, for
                                 consideration, provides custodial services to
                                 Morgan Stanley Mortgage Capital Inc. for
                                 certain commercial mortgage loans originated or
                                 purchased by it. Pursuant to this custodial
                                 agreement, LaSalle Bank National Association is
                                 currently providing custodial services for most
                                 of the mortgage loans to be sold by Morgan
                                 Stanley Mortgage Capital Inc. 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 Bank National
                                 Association and Bear Stearns Commercial
                                 Mortgage Inc. are parties to a custodial
                                 agreement whereby LaSalle, for consideration,
                                 provides custodial services to Bear Stearns
                                 Commercial Mortgage Inc. for certain commercial
                                 mortgage loans originated or purchased by it.
                                 Pursuant to this custodial agreement, LaSalle
                                 Bank National Association is currently
                                 providing custodial services for most of the
                                 mortgage loans to be sold by Bear Stearns
                                 Commercial Mortgage Inc. 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.


                                      S-77



PREPAYMENTS MAY REDUCE THE
YIELD ON YOUR CERTIFICATES       The yield to maturity on your certificates will
                                 depend, in significant part, upon the rate and
                                 timing of principal payments on the mortgage
                                 loans. For this purpose, principal payments
                                 include both voluntary prepayments, if
                                 permitted, and involuntary prepayments, such as
                                 prepayments resulting from casualty or
                                 condemnation of mortgaged properties, defaults
                                 and liquidations by borrowers, or repurchases
                                 as a result of a mortgage loan seller's
                                 material breach of representations and
                                 warranties or material defects in a mortgage
                                 loan's documentation. In addition, certain of
                                 the mortgage loans may require that, upon the
                                 occurrence of certain events, funds held in
                                 escrow or proceeds from letters of credit may
                                 be applied to the outstanding principal balance
                                 of such mortgage loans as further discussed in
                                 the footnotes to Appendix II attached to this
                                 prospectus supplement.

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

                                 Voluntary prepayments under some of the
                                 mortgage loans are prohibited for specified
                                 lock-out periods or require payment of a
                                 prepayment premium or a yield maintenance
                                 charge or both, unless the prepayment occurs
                                 within a specified period prior to and
                                 including the anticipated repayment date or
                                 maturity date, as the case may be.
                                 Nevertheless, we cannot assure you that the
                                 related borrowers will refrain from prepaying
                                 their mortgage loans due to the existence of a
                                 prepayment premium or a yield maintenance
                                 charge or the amount of such premium or charge
                                 will be sufficient to compensate you for
                                 shortfalls in payments on your certificates on
                                 account of such prepayments. We also cannot
                                 assure you that involuntary prepayments will
                                 not occur or that borrowers will not default in
                                 order to avoid the application of lock-out
                                 periods. The rate at which voluntary
                                 prepayments occur on the mortgage loans will be
                                 affected by a variety of factors, including:

                                 o    the terms of the mortgage loans;

                                 o    the length of any prepayment lock-out
                                      period;

                                 o    the level of prevailing interest rates;

                                 o    the availability of mortgage credit;

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

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

                                 o    the occurrence of casualties or natural
                                      disasters; and

                                 o    economic, demographic, tax or legal
                                      factors.

                                 Generally, no yield maintenance charge or
                                 prepayment premium will be required for
                                 prepayments (i) in connection with a casualty
                                 or condemnation unless an event of default has
                                 occurred or (ii) in connection with the
                                 resolution of a specially serviced mortgage
                                 loan.


                                      S-78



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

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

                                 In addition, the yield maintenance formulas are
                                 not the same for all of the mortgage loans that
                                 have yield maintenance charges. This can lead
                                 to substantial variance from loan to loan with
                                 respect to the amount of yield maintenance
                                 charge that is due on the related prepayment.
                                 Also, the description in the mortgage notes of
                                 the method of calculation of prepayment
                                 premiums and yield maintenance charges is
                                 complex and subject to legal interpretation and
                                 it is possible that another person would
                                 interpret the methodology differently from the
                                 way we did in estimating an assumed yield to
                                 maturity on your certificates as described in
                                 this prospectus supplement. See Appendix II
                                 attached to this prospectus supplement for a
                                 description of the various prepayment
                                 provisions.

RELEASE OF COLLATERAL            Notwithstanding the prepayment restrictions
                                 described in this prospectus supplement,
                                 certain of the mortgage loans permit the
                                 release of a mortgaged property (or a portion
                                 of the mortgaged property) subject to the
                                 satisfaction of certain conditions described in
                                 Appendix II attached to this prospectus
                                 supplement. In order to obtain such release
                                 (other than with respect to the release of
                                 certain non-material portions of the mortgaged
                                 properties which may not require payment of a
                                 release price), the borrower is required (among
                                 other things) to pay a release price, which may
                                 include a prepayment premium or yield
                                 maintenance charge on all or a portion of such
                                 payment.

                                 In addition, certain mortgage loans provide for
                                 the release, without prepayment or defeasance,
                                 of outparcels or other portions of the related
                                 mortgaged property that were given no value or
                                 minimal value in the underwriting process,
                                 subject to the satisfaction of certain
                                 conditions. In addition, certain of the
                                 mortgage loans permit the related borrower to
                                 substitute collateral under certain
                                 circumstances.

                                 See Appendix II attached to this prospectus
                                 supplement for further details regarding the
                                 various release provisions.


                                      S-79



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

                                 o    the interest rate for such certificate;

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

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

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

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

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

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

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


                                      S-80



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

                                 o    the aggregate amount of distributions on
                                      them;

                                 o    their yields to maturity;

                                 o    their rates of principal payments; and

                                 o    their weighted average lives.

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

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

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

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

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


                                      S-81



                                 Furthermore, if principal and interest advances
                                 and/or servicing advances are made with respect
                                 to a mortgage loan after default and the
                                 mortgage loan is thereafter worked out under
                                 terms that do not provide for the repayment of
                                 those advances in full at the time of the
                                 workout, then any reimbursements of those
                                 advances prior to the actual collection of the
                                 amount for which the advance was made may also
                                 result in reductions in distributions of
                                 principal to the holders of the offered
                                 certificates for the current month.

INTEREST ON ADVANCES AND
COMPENSATION TO THE MASTER
SERVICER, THE SPECIAL
SERVICER, THE TRUSTEE MAY HAVE
AN ADVERSE EFFECT ON THE
PAYMENTS ON YOUR CERTIFICATES    To the extent described in this prospectus
                                 supplement, the master servicer, the special
                                 servicer or the trustee, if applicable (and the
                                 related master servicer, the special servicer,
                                 the trustee or any fiscal agent in respect of
                                 any non-serviced mortgage loans), will be
                                 entitled to receive interest at the "prime
                                 rate" on unreimbursed advances they have made
                                 with respect to delinquent monthly payments or
                                 that are made with respect to the preservation
                                 and protection of the related mortgaged
                                 property or enforcement of the mortgage loan.
                                 This interest will generally accrue from the
                                 date on which the related advance is made or
                                 the related expense is incurred to the date of
                                 reimbursement. No advance interest will accrue
                                 during the grace period, if any, for the
                                 related mortgage loan. This interest may be
                                 offset in part by default interest and late
                                 payment charges paid by the borrower in
                                 connection with the mortgage loan or by certain
                                 other amounts. In addition, under certain
                                 circumstances, including delinquencies in the
                                 payment of principal and interest, a mortgage
                                 loan will be serviced by the special servicer,
                                 and the special servicer is entitled to
                                 compensation for special servicing activities.
                                 The right to receive interest on advances and
                                 special servicing compensation is senior to the
                                 rights of certificateholders to receive
                                 distributions. The payment of interest on
                                 advances and the payment of compensation to the
                                 special servicer may result in shortfalls in
                                 amounts otherwise distributable on the
                                 certificates.

LEASEHOLD INTERESTS ENTAIL
CERTAIN RISKS WHICH MAY
ADVERSELY AFFECT PAYMENTS ON
YOUR CERTIFICATES                Three (3) of the mortgaged properties, securing
                                 mortgage loans representing 5.3% of the initial
                                 outstanding pool balance, are subject to a
                                 mortgage, deed of trust or similar security
                                 instrument that creates a first mortgage lien
                                 on a fee interest in a portion of the related
                                 mortgaged property and a leasehold interest in
                                 the remainder of the related mortgaged
                                 property.

                                 In addition, five (5) of the mortgaged
                                 properties, securing mortgage loans
                                 representing 2.9% of the initial outstanding
                                 pool balance, are subject to a first mortgage
                                 lien on a leasehold interest under a ground
                                 lease.


                                      S-82



                                 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
                                 would lose its security. Generally, each
                                 related ground lease requires the lessor to
                                 give the lender notice of the borrower's
                                 defaults under the ground lease and an
                                 opportunity to cure them. At least one ground
                                 lease does not require such a notice of the
                                 borrower's default. Generally, each ground
                                 lease permits the leasehold interest to be
                                 assigned to the lender or the purchaser at a
                                 foreclosure sale, in some cases only upon the
                                 consent of the lessor, and contains certain
                                 other protective provisions typically included
                                 in a "mortgageable" ground lease.

                                 In addition, certain of the mortgaged
                                 properties are subject to various use
                                 restrictions imposed by the related ground
                                 lease, and these limitations could adversely
                                 affect the ability of the related borrower to
                                 lease or sell the mortgaged property on
                                 favorable terms, thus adversely affecting the
                                 borrower's ability to fulfill its obligations
                                 under the related mortgage loan.

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

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


                                      S-83



                                 assurances that those circumstances would be
                                 present in any proposed sale of a leased
                                 premises. As a result, we cannot provide
                                 assurances that, in the event of a statutory
                                 sale of leased property pursuant to Section
                                 363(f) of the Bankruptcy Code, the lessee may
                                 be able to maintain possession of the property
                                 under the ground lease. In addition, we cannot
                                 provide assurances that the lessee and/or the
                                 lender will be able to recoup the full value of
                                 the leasehold interest in bankruptcy court.

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

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

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

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

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


                                      S-84



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

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

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


                                      S-85



                               TRANSACTION PARTIES

THE SPONSORS, MORTGAGE LOAN SELLERS AND ORIGINATORS

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 or acquired and underwrote all of the
mortgage loans sold to the depositor by BSCMI. BSCMI originates, acquires 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, Morgan Stanley Mortgage Capital Inc.,
Principal Commercial Funding, LLC and/or Principal Commercial Funding II, LLC
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 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, Nationwide Life Insurance Company, Principal Commercial
Funding, LLC and/or Principal Commercial Funding II, LLC generally are mortgage
loan sellers, and the BSCMSI Depositor or Bear Stearns Commercial Mortgage
Securities II Inc. acts 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.


                                      S-86



          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 or acquired
by BSCMI or an affiliate of BSCMI. In each case, the loans were underwritten
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 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 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:


                                      S-87



          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                         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.

Morgan Stanley Mortgage Capital Inc.

          Morgan Stanley Mortgage Capital Inc., a New York corporation formed in
1984 ("MSMC") is a sponsor of this transaction and is one of the mortgage loan
sellers. MSMC is an affiliate of the depositor and one of the underwriters and
is a direct wholly owned subsidiary of Morgan Stanley (NYSE: MS). The executive
offices of MSMC are located at 1585 Broadway, New York, New York 10036,
telephone number (212) 761-4000. MSMC also has offices in Chicago, Illinois, Los
Angeles, California, Irvine, California, Herndon, Virginia and Alpharetta,
Georgia. MSMC originates and purchases commercial and multifamily mortgage loans
primarily for securitization or resale. MSMC also provides warehouse and
repurchase financing to residential mortgage lenders, purchases residential
mortgage loans for securitization or resale, or for its own investment, and acts
as sponsor of residential mortgage loan securitizations. Neither MSMC nor any of
its affiliates currently acts as servicer of the mortgage loans in its
securitizations. MSMC originated all of the mortgage loans it is selling to us.

MSMC's Commercial Mortgage Securitization Program

          MSMC has been active as a sponsor of securitizations of commercial
mortgage loans since its formation. As a sponsor, MSMC originates or acquires
mortgage loans and either by itself or together with other sponsors or mortgage
loan sellers, initiates the securitization of the mortgage loans by transferring
the mortgage loans to a securitization depositor, including Morgan Stanley
Capital I Inc., or another entity that acts in a similar capacity. In
coordination with its affiliate, Morgan Stanley & Co. Incorporated, and other
underwriters, MSMC works with rating agencies, investors, mortgage loan sellers
and servicers in structuring the securitization transaction. MSMC acts as
sponsor and mortgage loan seller both in transactions in which it is the sole
sponsor or mortgage loan seller and transactions in which other entities act as
sponsor or mortgage loan seller. MSMC's "IQ," "HQ" and "TOP" securitization
programs typically involve multiple mortgage loan sellers.

          Substantially all mortgage loans originated by MSMC are sold to
securitizations as to which MSMC acts as either sponsor or mortgage loan seller.
Mortgage loans originated and securitized by MSMC include both fixed rate and
floating rate mortgage loans and both large mortgage loans and conduit mortgage
loans (including those shown in the table below), and mortgage loans included in
both public and private securitizations. MSMC also originates subordinate and
mezzanine debt which is generally not securitized. The following table sets
forth information with


                                      S-88



respect to originations and securitizations of commercial and multifamily
mortgage loans by MSMC for the four years ending on December 31, 2005.

                                                   TOTAL MSMC          TOTAL
                                                 MORTGAGE LOANS        MSMC
           TOTAL MSMC     TOTAL MSMC MORTGAGE    SECURITIZED WITH    MORTGAGE
            MORTGAGE    LOANS SECURITIZED WITH    NON-AFFILIATED       LOANS
  YEAR       LOANS*      AFFILIATED DEPOSITOR        DEPOSITOR      SECURITIZED
--------   ----------   ----------------------   ----------------   -----------
                          (APPROXIMATE AMOUNTS IN BILLIONS OF $S)
2005          12.1               8.2                    1.8              10.0
2004           7.7               5.3                    1.2               6.5
2003           6.4               3.3                    1.3               4.6
2002           4.6               2.2                    0.6               2.8

          *Includes all mortgage loans originated or purchased by MSMC in the
relevant year. Mortgage loans originated in a given year that were not
securitized in that year generally were held for securitization in the following
year.

          MSMC's large mortgage loan program typically originates mortgage loans
larger than $75 million, although MSMC's conduit mortgage loan program also
sometimes originates such large mortgage loans. MSMC originates commercial
mortgage loans secured by multifamily, office, retail, industrial, hotel,
manufactured housing and self-storage properties. The largest property
concentrations of MSMC securitized loans have been in retail and office
properties, and the largest geographic concentrations have been in California
and New York.

Underwriting Standards

          Conduit mortgage loans originated by MSMC will generally be originated
in accordance with the underwriting criteria described below. Each lending
situation is unique, however, and the facts and circumstances 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 to one or more of these guidelines may be approved. Accordingly, no
representation is made that every mortgage loan will comply in all respects with
the criteria set forth below.

          The MSMC credit 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, rent rolls, current
and historical real estate taxes, and a review of tenant leases. 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 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. 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 MSMC
underwriting team 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, MSMC also generally performs
the procedures and 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." MSMC typically
retains outside consultants to conduct its credit underwriting.

          Prior to commitment, all mortgage loans must be approved by a loan
committee comprised of senior real estate professionals from MSMC 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. MSMC's underwriting
standards generally require a minimum debt service coverage ratio of 1.20x and
maximum LTV Ratio of 80%. However, these requirements constitute solely
guidelines, and exceptions to these guidelines may be approved based on the
individual


                                      S-89



characteristics of a mortgage loan. For example, MSMC may originate a mortgage
loan with a lower debt service coverage ratio or higher LTV 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,
MSMC's judgment of improved property performance in the future and/or other
relevant factors. In addition, with respect to certain mortgage loans originated
by MSMC 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 LTV 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 II may differ from the amount calculated at
the time of origination. In addition, MSMC's underwriting guidelines generally
permit a maximum amortization period of 30 years. However, certain 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. MSMC often requires a borrower to fund various
escrows for taxes and insurance, and 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. MSMC 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 MSMC.

Servicing

          MSMC currently contracts with third party servicers for servicing the
mortgage loans that it originates or acquires. Third party servicers are
assessed based upon the credit quality of the servicing institution. The
servicers may be reviewed for their systems and reporting capabilities, review
of collection procedures and confirmation of servicers' ability to provide
loan-level data. In addition, MSMC may conduct background checks, meet with
senior management to determine whether the servicer complies with industry
standards or otherwise monitor the servicer on an ongoing basis.

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.

          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


                                      S-90



Morgan Stanley Capital I Inc. and Bear Stearns Commercial Mortgage Securities
Inc. have alternately acted as depositor, the "PWR" program in which the BSCMSI
Depositor or Bear Stearns Commercial Mortgage Securities II Inc. 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.

Servicing

          Wells Fargo Bank services the mortgage loans that it originates, and
is acting as master servicer in this transaction. See "Transaction
Parties--Master Servicer," in this prospectus supplement. Wells Fargo Bank is
also acting as paying agent, certificate registrar, authenticating agent 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 LTV 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
LTV 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


                                      S-91



borrower. Such mortgage loans may have a lower debt service coverage ratio, and
a higher LTV 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 II hereto may differ from the ratio for such 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 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.
Principal Global Investors, LLC, an affiliate of PCFII and a primary servicer in
this transaction, services the mortgage loans sold to the Trust by PCFII.

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

          PCFII began participating in the securitization of mortgage loans in
2006. 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 and PCFII have participated 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 the BSCMSI Depositor or Bear Stearns Commercial Mortgage Securities II
Inc. act 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 June 30,
2006, was approximately $8.4 billion. As of such date, these securitized loans
included approximately 1,256 mortgage loans, all of which were fixed rate and
which have been included in approximately 35 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.


                                      S-92



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 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 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


                                      S-93



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.

THE DEPOSITOR

          Bear Stearns Commercial Mortgage Securities Inc., the depositor, is a
Delaware corporation. 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. 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 paying agent to the extent
necessary to perform REMIC tax administration, (iii) indemnifying the trustee,
the paying agent 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 paying agent against certain
securities laws liabilities, and (v) 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-94



THE ISSUING ENTITY

          The issuing entity with respect to the offered certificates will be
the Bear Stearns Commercial Mortgage Securities Trust 2006-TOP24 (the "Trust").
The Trust will be a New York common law trust that will be formed on the Closing
Date pursuant to the Pooling and Servicing Agreement. The only activities that
the Trust may perform are those set forth in the 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 investing of funds in the Certificate Account
and other accounts maintained under the Pooling and Servicing Agreement in
certain short-term high-quality investments. The Trust may not lend or borrow
money, except that the master servicer and the trustee may make Advances of
delinquent monthly debt service payments and Servicing Advances to the Trust,
but only to the extent it deems such Advances to be recoverable from the related
mortgage loan; such Advances are intended to provide liquidity, rather than
credit support. The Pooling and Servicing Agreement may be amended as described
in this prospectus supplement under "Description of the Offered
Certificates--Amendments to the Pooling and Servicing Agreement." The Trust
administers the mortgage loans through the trustee, the paying agent, the master
servicer and the special servicer. A discussion of the duties of the trustee,
the paying agent, the master servicer and the special servicer, including any
discretionary activities performed by each of them, is set forth in this
prospectus supplement under "--The Trustee," "--The Paying Agent, Certificate
Registrar and Authenticating Agent," "--The Master Servicer," and "--The Special
Servicer" and "Servicing of the Mortgage Loans."

          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 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 paying
agent, the master servicer and the special servicer. 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 paying agent, the master servicer
and the special servicer.

          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--Sale of the 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 it is not
possible to predict with any certainty whether or not the Trust would be
characterized as a "business trust."

          The depositor has been formed as a bankruptcy remote special purpose
entity. In connection with the sale of the mortgage loans from each mortgage
loan seller to the depositor and from the depositor to the Trust, certain legal
opinions are required. Those opinions to the extent relating to an entity
subject to Title 1l of the United States Code (the "Bankruptcy Code") are
generally to the effect that:

          (1) If such mortgage loan seller (other than Wells Fargo) were to
become a debtor in a properly presented case under the Bankruptcy Code, a
federal bankruptcy court would determine that (i) (a) a transfer of the mortgage
loans by the related mortgage loan seller to the depositor (including collection
thereon) in the form and manner set forth in the related mortgage loan purchase
agreement would constitute a true sale or absolute transfer of such mortgage
loans (including the collections thereon), rather than a borrowing by the
related mortgage loan seller from the depositor secured by those mortgage loans,
so that those mortgage loans (including the collections thereon) would not be
property of the estate of the related mortgage loan seller under Section 541(a)
of the Bankruptcy Code, and thus (b) the depositor's rights to the related
mortgage loans (including the collections thereon) would not be impaired by the
operation of Section 362(a) of the Bankruptcy Code;


                                      S-95



          (2) With respect to the mortgage loans sold to the Trust by Wells
Fargo, if in the event of the insolvency of Wells Fargo and the appointment of
the Federal Deposit Insurance Corporation (the "FDIC") as conservator or
receiver for Wells Fargo, pursuant to Section 11(c) of the Federal Deposit
Insurance Act (the "FDIA"), a court, in a properly presented and decided case,
would hold that the FDIC could not (i) in the exercise of its authority under 12
U.S.C. Section 1821(e), reclaim, recover, or recharacterize as property of such
mortgage loan seller (or its receivership) the underlying mortgage loans that
have been transferred by such mortgage loan seller to the depositor and (ii)
seek to avoid the sale of the underlying mortgage loans under 12 U.S.C. Section
1823(e); and

          (3) If the depositor were to become a debtor in a properly presented
case under the Bankruptcy Code, a federal bankruptcy court would determine (i)
(a) a transfer of the related mortgage loans by the depositor to the Trust
(including the collections thereon) in the form and manner set forth in the
Pooling and Servicing Agreement would constitute a true sale or absolute
transfer of those mortgage loans (including the collections thereon), rather
than a borrowing by the depositor from the Trust secured by those mortgage
loans, so that those mortgage loans (including the collections thereon) would
not be property of the estate of the depositor under Section 541(a) of the
Bankruptcy Code, and thus (b) the Trust's rights to the related mortgage loans
(including the collections thereon) would not be impaired by the operation of
Section 362(a) of the Bankruptcy Code.

          Such legal opinions are based on numerous assumptions, and there can
be no assurance that all of such assumed facts are true, or will continue to be
true. Moreover, there can be no assurance that a court would rule as anticipated
in the foregoing legal opinions. Accordingly, although the transfer of the
underlying mortgage loans from each seller to the depositor and from the
depositor to the Trust has been structured as a sale, there can be no assurance
that the sale of the underlying mortgage loans will not be recharacterized as a
pledge, with the result that the depositor or Trust is deemed to be a creditor
of the related mortgage loan seller rather than an owner of the mortgage loans.
See "Risk Factors--The Mortgage Loan Sellers Are Subject To Bankruptcy Or
Insolvency Laws That May Affect The Trust's Ownership Of The Mortgage Loans."

THE TRUSTEE AND THE CUSTODIAN

The Trustee

          LaSalle Bank National Association ("LaSalle") will act as the trustee
under the 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 an indirect 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 or paying agent on approximately 660 commercial
mortgage-backed security transactions involving assets similar to the mortgage
loans. As of July 31, 2006, LaSalle served as trustee or paying agent on over
450 commercial mortgage-backed security transactions. The depositor, the master
servicer, the special servicer and the primary servicer 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 - Bear
Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through
Certificates, Series 2006-TOP24, or at such other address as the trustee may
designate from time to time. The long-term unsecured debt of LaSalle is rated
"A+" by S&P, "Aa3" by Moody's and "AA-" by Fitch.

          The trustee is at all times required to be, and will be required to
resign if it fails to be, (i) an institution insured by the FDIC, (ii) a
corporation, national bank or national banking association organized and doing
business under the laws of the United States of America or any state thereof,
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or
examination by federal or state authority and (iii) an institution whose
short-term debt obligations are at all times rated not less than "Prime-1" by
Moody's and whose long-term senior unsecured debt is rated not less than "AA-"
by Fitch (or "A+" by Fitch if such institution's short-term debt obligations are
rated at least "F-1" by Fitch) and "Aa3" by Moody's or otherwise acceptable to
the Rating Agencies as evidenced by a confirmation from each Rating Agency that
such trustee will not cause a downgrade, withdrawal or qualification of the then
current ratings of any Class of certificates.


                                      S-96



Duties of the Trustee

          The trustee will make no representations as to the validity or
sufficiency of the 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 servicer or the special servicer 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 servicer or the special servicer 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 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 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 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 the master servicer or the special servicer. The trustee will be
obligated to make any Advance required to be made, and not made, by the master
servicer under the 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 the master servicer or the special servicer, solely in
the case of Servicing Advances, 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, the master servicer. See
"Description of the Offered Certificates--Advances" in this prospectus
supplement.

          In addition to having express duties under the 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 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 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 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 trustee and its partners, representatives, affiliates, members,
managers, directors, officers, employees, agents and controlling persons shall
not have any liability to the Trust or the certificateholders arising out of or
in connection with the Pooling and Servicing Agreement, except for their
respective negligence or willful misconduct.

          The trustee and each of its partners, representatives, affiliates,
members, managers, directors, officers, employees, agents and controlling
persons is entitled to indemnification from the Trust for any and all claims,
losses, penalties, fines, forfeitures, legal fees and related costs, judgments
and any other costs, liabilities, fees and expenses incurred in connection with
any legal action or performance of obligations or exercise of rights incurred
without negligence or willful misconduct on their respective part, arising out
of, or in connection with the Pooling and Servicing Agreement, the mortgage
loans, the certificates and the acceptance or administration of the trusts or
duties created under the Pooling and Servicing Agreement (including, without
limitation, any unanticipated loss, liability or expense incurred in connection
with any action or inaction of any master servicer, any special servicer or the
Depositor but only to the extent the trustee is unable to recover within a
reasonable period of time such amount from such third party pursuant to the
Pooling and Servicing Agreement), including the costs and expenses of defending
themselves against any claim in connection with the exercise or performance of
any of their powers or duties hereunder and the trustee and each of its
partners, representatives, affiliates, members, managers, directors, officers,
employees, agents and controlling persons shall be entitled to indemnification
from the Trust for any


                                      S-97



unanticipated loss, liability or expense incurred in connection with the
provision by it of the reports required to be provided by it pursuant to the
Pooling and Servicing Agreement.

Resignation and Removal of the Trustee

          The trustee may at any time resign from its obligations and duties
under the Pooling and Servicing Agreement by giving written notice to the
Depositor, the master servicer, if any, and all certificateholders. Upon
receiving the notice of resignation, the Depositor is required promptly to
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 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) a tax is
imposed or threatened with respect to the Trust or any REMIC by any state in
which the trustee or the Trust held by the trustee is located solely because of
the location of the trustee in such state; provided, that, if the trustee agrees
to indemnify the Trust for such taxes, it shall not be removed pursuant to this
clause (iii), or (iv) 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 Bear Stearns Commercial Mortgage Securities Inc. may remove the
trustee and appoint a successor trustee meeting the eligibility requirements set
forth above. In the case of removal under clauses (i), (ii), (iii) and (iv)
above, the trustee shall bear all such costs of transfer. Holders of the
certificates entitled to more than 50% of the voting rights may at any time
remove the trustee for 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 Pooling and
Servicing Agreement for services rendered and expenses incurred. The Pooling and
Servicing Agreement provides that expenses relating to resignation of the
trustee or any removal of the trustee for cause will be required to be paid by
the trustee, and expenses relating to the removal of the trustee without cause
will be paid by the parties effecting such removal or if such parties refuse to
pay, the Trust.

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 0.00165% per annum applicable to such month, determined in the same manner as
the applicable mortgage rate is determined for each mortgage loan for such
month, and the scheduled principal balance of each mortgage loan. A portion of
the trustee fee is payable to the paying agent. In addition, the trustee will be
entitled to recover from the Trust all reasonable unanticipated expenses and
disbursements incurred or made by the trustee in accordance with any of the
provisions of the Pooling and Servicing Agreement, but not including routine
expenses incurred in the ordinary course of performing its duties as trustee
under the Pooling and Servicing Agreement, and not including any expense,
disbursement or advance as may arise from its negligence or bad faith.

The Custodian

          LaSalle will also act as custodian under the 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 mortgage loans delivered to it to
determine their validity. The custodian's duties regarding the mortgage loan
files will be governed by the 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


                                      S-98



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.

          Certain information set forth in this prospectus supplement concerning
the trustee and the custodian has been provided by them.

THE PAYING AGENT, CERTIFICATE REGISTRAR AND AUTHENTICATING AGENT

          Wells Fargo Bank, National Association ("Wells Fargo Bank") will serve
as the paying agent (in such capacity, the "paying agent"). In addition, Wells
Fargo Bank will serve as registrar (in such capacity, the "certificate
registrar") for purposes of recording and otherwise providing for the
registration of the offered certificates and of transfers and exchanges of the
definitive certificates, if issued, as authenticating agent of the certificates
(in such capacity, the "authenticating agent") and as tax administrator. 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 the master servicer and a mortgage loan
seller. As compensation for the performance of its duties as paying agent,
certificate registrar and authenticating agent, Wells Fargo will be paid a
portion of the monthly Trustee Fee. The paying agent and certificate registrar
will be entitled to indemnification upon similar terms to the trustee.

Paying Agent

          Under the terms of the Pooling and Servicing Agreement, the paying
agent is responsible for securities administration, which includes pool
performance calculations, distribution calculations and the preparation of
monthly distribution reports. In addition, the paying agent 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 paying agent with respect to more
than 325 series of commercial mortgage-backed securities and, as of June 30,
2006, was acting as paying agent with respect to more than $280 billion of
outstanding commercial mortgage-backed securities.

          There have been no material changes to Wells Fargo's policies or
procedures with respect to its securities administration function other than
changes required by applicable laws.

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


                                      S-99



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

MASTER SERVICER

          Wells Fargo Bank, a national banking association, will be the master
servicer under the Pooling and Servicing Agreement for all of the mortgage
loans. Wells Fargo will acquire the right to master service the mortgage loans
that are sold to the Trust by the other sponsors as a result of entering into
servicing rights purchase agreements with such sponsors. 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 as
a master servicer and ABOVE AVERAGE as a 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 September 30, 2006, the commercial mortgage servicing group of
Wells Fargo Bank was responsible for servicing approximately 10,737 commercial
and multifamily mortgage loans with an aggregate outstanding principal balance
of approximately $90.7 billion, including approximately 9,418 loans securitized
in approximately 85 commercial mortgage-backed securitization transactions with
an aggregate outstanding principal balance of approximately $86.3 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 June 30, 2006, 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.

          Certain of the duties of the master servicer and the provisions of the
Pooling and Servicing Agreement are set forth in this prospectus supplement
under "Servicing of the Mortgage Loans." 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
master servicer's obligations to make Advances are described in this prospectus
supplement under "Description of the Offered Certificates--Advances." Certain
terms of the Pooling and Servicing Agreement regarding the master servicer's
removal, replacement, resignation or transfer are described in this prospectus
supplement under "--Events of Default" and in the prospectus under "Description
of the Agreements--Matters Regarding a Master Servicer and the Depositor."
Certain limitations on the master servicer's liability under the 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--General" in this prospectus supplement.

          The master servicer may appoint one or more sub-servicers to perform
all or any portion of its duties under the Pooling and Servicing Agreement, as
described under "Servicing of the Mortgage Loans--General" in this


                                     S-100



prospectus supplement and under "Description of the Agreements--Subservicers" in
the accompanying prospectus; provided that the master servicer may not appoint a
sub-servicer that is a proposed Servicing Function Participant if the master
servicer has actual knowledge that such party has failed to comply with its
Securities Exchange Act of 1934 reporting obligations under the Trust or any
other commercial mortgage loan securitization. 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.

          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 the
master servicer has been provided by it.

PRIMARY SERVICER

          Principal Global Investors, LLC ("PGI") will act as primary servicer
with respect to the mortgage loans sold to the Depositor by 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 June 30, 2006, PGI was responsible for servicing approximately
2,918 commercial and multifamily mortgage loans, with an aggregate outstanding
principal balance of approximately $20.9 billion. The portfolio of loans
serviced by PGI 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. PGI
services loans in most states throughout the United States.

          As of June 30, 2006, PGI was a primary servicer in approximately 38
commercial mortgage-backed securitization transactions, servicing approximately
1,318 loans with an aggregate outstanding principal balance of approximately
$8.5 billion.

          PGI will enter into a servicing agreement with the master servicer to
service the commercial mortgage loans sold to the Depositor by Principal
Commercial Funding II, LLC and will agree, pursuant to such 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 master servicer and/or special servicer,
               as applicable); and


                                     S-101



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

THE SPECIAL SERVICER

          ARCap Servicing, Inc. ("ASI") will be appointed as the special
servicer of all of the mortgage loans, and as such, will be responsible for
servicing the Specially Serviced Mortgage Loans and REO Properties. ASI is a
corporation organized under the laws of the state of Delaware and is a
wholly-owned subsidiary of Charter Mac Corporation, a wholly-owned subsidiary of
CharterMac, a publicly traded company. ARCap REIT, Inc., an affiliate of ASI, is
anticipated to be the Operating Adviser with respect to the transaction
described in this prospectus supplement. The principal offices of ASI 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 special servicer and the provisions of
the Pooling and Servicing Agreement regarding the 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 mortgage loans are set forth in this prospectus supplement under
"Servicing of the Mortgage Loans--Mortgage Loan Modifications," "--Sale of
Defaulted Mortgage Loans" and "--Foreclosures." Certain terms of the Pooling and
Servicing Agreement regarding the special servicer's removal, replacement,
resignation or transfer are described in this prospectus supplement under
"--Termination of Special Servicer." Certain limitations on the special
servicer's liability under the Pooling and Servicing Agreement are described in
this prospectus supplement under "Servicing of the Mortgage Loan--General". ASI
will service the specially serviced mortgage loans in this transaction in
accordance with the procedures set forth in the Pooling and Servicing Agreement
and in accordance with the mortgage loan documents and applicable laws.

          ASI has a special servicer rating of "CSS1" from Fitch. ASI is also on
S&P's Select Servicer list as a U.S. Commercial Mortgage Special Servicer and is
ranked "STRONG" by S&P. As of June 30, 2006, ASI was the named special servicer
in approximately 58 commercial mortgage-backed securities transactions
representing approximately 8,850 loans, with an aggregate outstanding principal
balance of approximately $64.6 billion. The portfolio includes multifamily,
office, retail, hospitality, industrial and other types of income-producing
properties, located in the United States, Canada, Virgin Islands and Puerto
Rico. With respect to such transactions as of such date, the special servicer
was administering approximately 52 assets with an outstanding principal balance
of approximately $280.9 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 June 30, 2006, ASI has resolved 238 total assets, including
multifamily, office, retail, hospitality, industrial and other types of
income-producing properties, with an aggregate principal balance of $1.31
billion.

          The special servicer shall segregate and hold all funds collected and
received in connection with the operation of each REO Property separate and
apart from its own funds and general assets and shall establish and maintain
with respect to each REO Property one or more accounts held in trust for the
benefit of the Certificateholders (and the holder of the related B Note if in
connection with an A/B Mortgage Loan and the holder of the related Serviced
Companion Mortgage Loan if in connection with a Loan Pair). This account or
accounts shall 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 special servicer's other serviced assets that are not serviced
pursuant to the Pooling and Servicing Agreement.

          ASI has developed policies, procedures and controls for the
performance of its special servicing obligations in compliance with the Pooling
and Servicing Agreement, applicable law and the applicable servicing standard.


                                     S-102



          ASI has been special servicing assets for approximately 4 years and
employs an asset management staff with an average of 13 years experience in this
line of business. ASI was formed in 2002 for the purpose of supporting the
related business of ARCap REIT, Inc., its former parent, 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 58 transactions consisting of approximately 8,850
loans with an approximate outstanding aggregate principal balance of $64.6
billion as of June 30, 2006.

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

AFFILIATIONS AND CERTAIN RELATIONSHIPS

          The depositor is an affiliate of Bear Stearns Commercial Mortgage,
Inc., a mortgage loan seller and sponsor, and Bear, Stearns & Co. Inc., one of
the underwriters. Morgan Stanley Mortgage Capital Inc., a mortgage loan seller
and sponsor is an affiliate of Morgan Stanley & Co. Incorporated, one of the
underwriters. Principal Commercial Funding II, LLC, a sponsor and mortgage loan
seller and Principal Global Investors, LLC, the primary servicer with respect to
those mortgage loans sold to the Trust by Principal Commercial Funding II, LLC,
are affiliates. Wells Fargo Bank, National Association is a mortgage loan
seller, a sponsor, the master servicer and the paying agent with respect to the
mortgage loans included in the Trust. LaSalle Bank National Association is a
party to custodial agreements with both Morgan Stanley Mortgage Capital Inc. and
Bear Stearns Commercial Mortgage Inc. whereby LaSalle, for consideration,
provides custodial services for certain commercial mortgage loans originated or
purchased by the respective party. Pursuant to these custodial agreements,
LaSalle Bank National Association is currently providing custodial services for
most of the mortgage loans to be sold by Morgan Stanley Mortgage Capital Inc.
and Bear Stearns Commercial Mortgage Inc. For more information on these
custodial agreements, see "Risk Factors--Conflicts of Interest May Have An
Adverse Effect On Your Certificates--Other Conflicts."


                                     S-103



                     DESCRIPTION OF THE OFFERED CERTIFICATES

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

GENERAL

          The Series 2006-TOP24 Commercial Mortgage Pass-Through Certificates
will be issued on or about October 31, 2006 pursuant to a Pooling and Servicing
Agreement to be dated as of the Cut-off Date, between the Depositor, the master
servicer, the special servicer, the paying agent and the trustee.

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

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

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

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

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

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

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

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

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

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

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

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

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


                                     S-104



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

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

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

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

CERTIFICATE BALANCES

          Upon initial issuance, the Class A-1, Class A-2, Class A-3, Class
A-AB, Class A-4, Class A-M and Class A-J Certificates will have the following
aggregate Certificate Balances. In each case, the Certificate Balance on the
Closing Date may vary by up to 5%. Mortgage loans may be removed from or added
to the Mortgage Pool prior to the Closing Date within such maximum permitted
variance. Any reduction or increase in the number of mortgage loans within these
parameters will result in consequential changes to the initial Certificate
Balance of each Class of offered certificates and to the other statistical data
contained in this prospectus supplement. No changes in the statistical data will
be made in the final prospectus supplement unless such changes are material.



             APPROXIMATE INITIAL       APPROXIMATE                        APPROXIMATE
                  AGGREGATE        PERCENT OF INITIAL       RATINGS         CREDIT
   CLASS     CERTIFICATE BALANCE      POOL BALANCE      (FITCH/MOODY'S)     SUPPORT
----------   -------------------   ------------------   ---------------   -----------

Class A-1        $ 59,200,000             3.857%            AAA/Aaa         27.000%
Class A-2        $173,230,000            11.287%            AAA/Aaa         27.000%
Class A-3        $ 91,660,000             5.972%            AAA/Aaa         27.000%
Class A-AB       $ 81,000,000             5.278%            AAA/Aaa         27.000%
Class A-4        $715,258,000            46.605%            AAA/Aaa         27.000%
Class A-M        $153,472,000            10.000%            AAA/Aaa         17.000%
Class A-J        $101,676,000             6.625%            AAA/Aaa         10.375%



                                     S-105



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

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

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

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

          o    during the period from the Closing Date through and including the
               Distribution Date occurring in October 2007, the sum of (a) the
               lesser of $53,906,000 and the Certificate Balance of the Class
               A-1 Certificates outstanding from time to time and (b) the
               aggregate of the Certificate Balances of the Class A-2, Class
               A-3, Class A-AB, Class A-4, Class A-M, Class A-J, Class B, Class
               C, Class D, Class E, Class F, Class G, Class H, Class J, Class K
               and Class L Certificates outstanding from time to time;

          o    during the period following the Distribution Date occurring in
               October 2007 through and including the Distribution Date
               occurring in October 2008, the sum of (a) the lesser of
               $166,486,000 and the Certificate Balance of the Class A-2
               Certificates outstanding from time to time, (b) the aggregate of
               the Certificate Balances of the Class A-3, Class A-AB, Class A-4,
               Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class
               F, Class G, Class H, Class J and Class K Certificates outstanding
               from time to time and (c) the lesser of $3,039,000 and the
               Certificate Balance of the Class L Certificates outstanding from
               time to time;

          o    during the period following the Distribution Date occurring in
               October 2008 through and including the Distribution Date
               occurring in October 2009, the sum of (a) the lesser of
               $102,905,000 and the Certificate Balance of the Class A-2
               Certificates outstanding from time to time, (b) the aggregate of
               the Certificate Balances of the Class A-3, Class A-AB, Class A-4,
               Class A-M, Class A-J, Class B, Class C, Class D, Class E and
               Class F Certificates outstanding from time to time and (c) the
               lesser of $9,198,000 and the Certificate Balance of the Class G
               Certificates outstanding from time to time;

          o    during the period following the Distribution Date occurring in
               October 2009 through and including the Distribution Date
               occurring in October 2010, the sum of (a) the lesser of
               $41,780,000 and the Certificate Balance of the Class A-2
               Certificates outstanding from time to time, (b) the aggregate of
               the Certificate Balances of the Class A-3, Class A-AB, Class A-4,
               Class A-M, Class A-J, Class B, Class C and Class D Certificates
               outstanding from time to time and (c) the lesser of $7,717,000
               and the Certificate Balance of the Class E Certificates
               outstanding from time to time;

          o    during the period following the Distribution Date occurring in
               October 2010 through and including the Distribution Date
               occurring in October 2011, the sum of (a) the lesser of
               $7,961,000 and the Certificate Balance of the Class A-AB
               Certificates outstanding from time to time, (b) the aggregate of
               the Certificate Balances of the Class A-4, Class A-M, Class A-J,
               Class B and Class C Certificates outstanding from time to time
               and (c) the lesser of $2,363,000 and the Certificate Balance of
               the Class D Certificates outstanding from time to time;


                                     S-106



          o    during the period following the Distribution Date occurring in
               October 2011 through and including the Distribution Date
               occurring in October 2012, the sum of (a) the lesser of
               $674,095,000 and the Certificate Balance of the Class A-4
               Certificates outstanding from time to time, (b) the aggregate of
               the Certificate Balances of the Class A-M and Class A-J
               Certificates outstanding from time to time and (c) the lesser of
               $22,956,000 and the Certificate Balance of the Class B
               Certificates outstanding from time to time;

          o    during the period following the Distribution Date occurring in
               October 2012 through and including the Distribution Date
               occurring in October 2013, the sum of (a) the lesser of
               $558,914,000 and the Certificate Balance of the Class A-4
               Certificates outstanding from time to time, (b) the aggregate of
               the Certificate Balances of the Class A-M and Class A-J
               Certificates outstanding from time to time and (c) the lesser of
               $2,936,000 and the Certificate Balance of the Class B
               Certificates outstanding from time to time; and

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

          Accordingly, the Notional Amount of the Class X-1 Certificates will be
reduced on each Distribution Date by any distributions of principal actually
made on, and any Realized Losses and Expense Losses actually allocated to the
Certificate Balance of any Class of Principal Balance Certificates. The Notional
Amount of the Class X-2 Certificates will be reduced on each Distribution Date
by any distributions of principal actually made on, and any Realized Losses and
Expense Losses actually allocated to the Certificate Balance of any component
and any class of Certificates included in the calculation of the Notional Amount
for the Class X-2 Certificates on such Distribution Date, as described above. It
is anticipated that holders of the Class X-2 Certificates will not be entitled
to distributions of interest at any time following the Distribution Date
occurring in October 2013. Upon initial issuance, the aggregate Notional Amounts
of the Class X-1 Certificates and Class X-2 Certificates will be $1,534,723,954
and $1,502,572,000, respectively, subject in each case to a permitted variance
of plus or minus 5%. The Notional Amount of each Class X Certificate is used
solely for the purpose of determining the amount of interest to be distributed
on such Certificate and does not represent the right to receive any
distributions of principal.

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

PASS-THROUGH RATES

          The pass-through rate for the Class A-1 Certificates will, at all
times, be fixed at its initial rate of 4.905%. The pass-through rate for the
Class A-2 Certificates will, at all times, be fixed at its initial rate of
5.478%. The pass-through rate for the Class A-3 Certificates will, at all times,
be fixed at its initial rate of 5.531%. The pass-through rate for the Class A-AB
Certificates will, at all times, be fixed at its initial rate of 5.533%. The
pass-through rate for the Class A-4 Certificates will, at all times, be fixed at
its initial rate of 5.537%. The pass-through rate for the Class A-M Certificates
will, at all times, be a per annum rate equal to the lesser of 5.568% and the
Weighted Average Net Mortgage Rate. The pass-through rate for the Class A-J
Certificates will, at all times, be a per annum rate equal to the lesser of
5.598% and the Weighted Average Net Mortgage Rate.

          The Pass-Through Rate applicable to the Class X-2 Certificates for the
initial Distribution Date will equal approximately 0.628% per annum. The
Pass-Through Rate applicable to the Class X-2 Certificates for each Distribution
Date subsequent to the initial Distribution Date and on or before the
Distribution Date in October 2013 will equal the weighted average of the
respective strip rates (the "Class X-2 Strip Rates") at which interest accrues
from time to time on the respective components of the total Notional Amount of
the Class X-2 Certificates outstanding immediately prior to the related
Distribution Date (weighted on the basis of the respective balances of such
components outstanding immediately prior to such Distribution Date). Each of
those components will be comprised of all or a designated portion of the
Certificate Balance of a specified Class of Principal Balance Certificates. If
all or a designated portion of the Certificate Balance of any Class of Principal
Balance Certificates is identified under "--Certificate Balances" above as being
part of the total Notional Amount of the Class X-2 Certificates immediately
prior to any Distribution Date, then that Certificate Balance (or designated
portion of it) will represent one or more separate components of the total
Notional Amount of the Class X-2 Certificates for purposes of calculating the
accrual of interest for the related Distribution Date. For any Distribution Date
occurring in or before October 2013, on any particular component of the total
Notional Amount of the Class X-2 Certificates


                                     S-107



immediately prior to the related Distribution Date, the applicable Class X-2
Strip Rate will equal the excess, if any, of:

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

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

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

          The Pass-Through Rate applicable to the Class X-1 Certificates for the
initial Distribution Date will equal approximately 0.050% per annum. The
Pass-Through Rate applicable to the Class X-1 Certificates for each Distribution
Date subsequent to the initial Distribution Date will equal the weighted average
of the respective strip rates (the "Class X-1 Strip Rates") at which interest
accrues from time to time on the respective components of the total Notional
Amount of the Class X-1 Certificates outstanding immediately prior to the
related Distribution Date (weighted on the basis of the respective balances of
such components outstanding immediately prior to such Distribution Date). Each
of those components will be comprised of all or a designated portion of the
Certificate Balance of one of the classes of the Principal Balance Certificates.
In general, the Certificate Balance of each Class of Principal Balance
Certificates will constitute a separate component of the total Notional Amount
of the Class X-1 Certificates; provided that, if a portion, but not all, of the
Certificate Balance of any particular Class of Principal Balance Certificates is
identified under "--Certificate Balances" above as being part of the total
Notional Amount of the Class X-2 Certificates immediately prior to any
Distribution Date, then that identified portion of such Certificate Balance will
also represent one or more separate components of the total Notional Amount of
the Class X-1 Certificates for purposes of calculating the accrual of interest
for the related Distribution Date, and the remaining portion of such Certificate
Balance will represent one or more other separate components of the Class X-1
Certificates for purposes of calculating the accrual of interest for the related
Distribution Date. For any Distribution Date occurring in or before October
2013, on any particular component of the total Notional Amount of the Class X-1
Certificates immediately prior to the related Distribution Date, the applicable
Class X-1 Strip Rate will be calculated as follows:

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

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

          For any Distribution Date occurring after October 2013, the
Certificate Balance of each Class of Principal Balance Certificates will
constitute a separate component of the total Notional Amount of the Class X-1
Certificates, and the applicable Class X-1 Strip Rate with respect to each such
component for each such Distribution Date will equal the excess, if any, of (a)
the Weighted Average Net Mortgage Rate for such Distribution Date, over (b) the
Pass-Through Rate for such Distribution Date for such Class of Principal Balance
Certificates. Under no circumstances will any Class X-1 Strip Rate be less than
zero.


                                     S-108



          The Class B Certificates will, at all times, accrue interest at a per
annum rate equal to the lesser of 5.657% and the Weighted Average Net Mortgage
Rate. The Class C Certificates will, at all times, accrue interest at a per
annum rate equal to the lesser of 5.687% and the Weighted Average Net Mortgage
Rate. The Class D Certificates will, at all times, accrue interest at a per
annum rate equal to the lesser of 5.756% and the Weighted Average Net Mortgage
Rate. The Class E Certificates will, at all times, accrue interest at a per
annum rate equal to the lesser of 5.811% and the Weighted Average Net Mortgage
Rate. The Class F Certificates will, at all times, accrue interest at a per
annum rate equal to the lesser of 5.940% and the Weighted Average Net Mortgage
Rate. The Class G Certificates will, at all times, accrue interest at a per
annum rate equal to the Weighted Average Net Mortgage Rate less 0.073%. The
Class H Certificates will, at all times, accrue interest at a per annum rate
equal to the Weighted Average Net Mortgage Rate. The Class J, Class K, Class L,
Class M, Class N, Class O and Class P Certificates will, at all times, accrue
interest at a per annum rate equal to the lesser of 5.262% and the Weighted
Average Net Mortgage Rate.

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

DISTRIBUTIONS

General

          Distributions on or with respect to the certificates will be made by
the paying agent, to the extent of available funds, and in accordance with the
manner and priority presented in this prospectus supplement, on each
Distribution Date, commencing in November 2006. Except as otherwise described
below, all such distributions will be made to the persons in whose names the
certificates are registered at the close of business on the related Record Date.
Every distribution will be made by wire transfer in immediately available funds
to the account specified by the Certificateholder at a bank or other entity
having appropriate facilities therefor, if such Certificateholder will have
provided the paying agent with wiring instructions on or before the related
Record Date, or otherwise by check mailed to such Certificateholder.

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

          Funds in the Distribution Account may be invested in investments
permitted under the Pooling and Servicing Agreement selected by, and at the risk
of, the paying agent. The investments are required to mature, unless payable by
demand, not later than such time on the Distribution Date, which will allow the
paying agent to make withdrawals from the Distribution Account to make
distributions on or with respect to the certificates.

          Funds in the Certificate Account and Interest Reserve Account may be
invested in investments permitted under the Pooling and Servicing Agreement
selected by, and at the risk of, the master servicer. The investments are
required to mature, unless payable on demand, not later than the business day
immediately preceding the next Master Servicer Remittance Date, and any such
investment cannot be sold or disposed of prior to its maturity unless payable on
demand.


                                     S-109



The Available Distribution Amount

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

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

          Fees and Expenses. The amounts available for distribution on the
certificates on any Distribution Date will generally be net of the following
amounts:



                                                                                                                SOURCE OF
       TYPE/RECIPIENT                               AMOUNT                              FREQUENCY                PAYMENT
---------------------------   --------------------------------------------------   -------------------   -----------------------

Fees

Servicing Fee / Master        The product of the portion of the per annum Master   Monthly.              Interest payment on the
Servicer                      Servicing Fee Rate for the master servicer                                 related mortgage loan.
                              applicable to such month, determined in the same
                              manner as the applicable mortgage rate is
                              determined for each mortgage loan for such month,
                              and the Scheduled Principal Balance of each
                              mortgage loan, reduced by any Compensating
                              Interest Payment. The Master Servicing Fee Rate
                              will range, on a loan-by-loan basis, from 0.01%
                              per annum to 0.02% per annum.

Additional Servicing          o    50% of assumption fees on non-Specially         Time to time.         The related fees or
Compensation / Master              Serviced Mortgage Loans;                                              investment income.
Servicer
                              o    all late payment fees and net default
                                   interest (other than on Specially Serviced
                                   Mortgage Loans) not used to pay interest on
                                   Advances;

                              o    100% of application, loan modification,
                                   forbearance and extension fees on
                                   non-Specially Serviced Mortgage Loans;

                              o    all investment income earned on amounts on
                                   deposit in the Collection Account and (if not
                                   required to be paid to borrower) escrow
                                   accounts;

                              o    any Prepayment Interest Excess not used to
                                   offset Prepayment Interest Shortfalls (other
                                   than on Specially Serviced Mortgage Loans);
                                   and

                              o    the Primary Servicer is entitled to all or a
                                   portion of the fees otherwise payable to the
                                   master servicer set forth in the five bullet
                                   points above that are paid on the mortgage
                                   loans for which it acts as the primary
                                   servicer.



                                     S-110





Special Servicing Fee /       The product of the portion of a rate equal to        Monthly.              Collections on the
Special Servicer              0.25% per annum applicable to such month,                                  mortgage loans in the
                              determined in the same manner as the applicable                            mortgage pool.
                              mortgage rate is determined for each Specially
                              Serviced Mortgage Loan for such month, and the
                              Scheduled Principal Balance of each Specially
                              Serviced Mortgage Loan.

Workout Fee / Special         1.0% of each collection of principal and interest    Monthly.              The related collection
Servicer                      on each Rehabilitated Mortgage Loan.                                       of principal and/or
                                                                                                         interest.

Liquidation Fee / Special     1.0% of the Liquidation Proceeds received in         Upon receipt of       The related Liquidation
Servicer                      connection with a full or partial liquidation of a   Liquidation           Proceeds, Condemnation
                              Specially Serviced Mortgage Loan or related REO      Proceeds,             Proceeds or Insurance
                              Property and/or any Condemnation Proceeds or         Condemnation          Proceeds
                              Insurance Proceeds received by the Trust (other      Proceeds and
                              than Liquidation Proceeds received in connection     Insurance Proceeds.
                              with a repurchase by a mortgage loan seller or
                              purchase by a mezzanine or subordinate lender
                              within the time periods specified in the
                              definition of Liquidation Fee in this prospectus
                              supplement).

Additional Special            o    all late payment fees and net default           Time to time.         The related fee or
Servicing Compensation /           interest (on Specially Serviced Mortgage                              investment income.
Special Servicer                   Loans) not used to pay interest on Advances;

                              o    50% of assumption fees on non-Specially
                                   Serviced Mortgage Loans that require special
                                   servicer consent and 100% of such fees on
                                   Specially Serviced Mortgage Loans;

                              o    100% of application, loan modification,
                                   forbearance and extension fees on Specially
                                   Serviced Mortgage Loans; and

                              o    all investment income received on funds in
                                   any REO Account.

Trustee Fee / Trustee &       The product of the portion of a rate equal to        Monthly.              Interest on each
Paying Agent                  0.00165% per annum applicable to such month,                               mortgage loan.
                              determined in the same manner as the applicable
                              mortgage rate is determined for each mortgage loan
                              for such month, and the Scheduled Principal
                              Balance of each mortgage loan. A portion of the
                              Trustee Fee is payable to the paying agent.



                                     S-111





Primary Servicing Fees        The product of the applicable Primary Servicing      Monthly.              Collections on the
                              Fee Rate and the Scheduled Principal Balance of                            related mortgage loan.
                              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 Rate for
                              Principal Global Investors, LLC is 0.01% per
                              annum. The Primary Servicing Fee Rate (including
                              any subservicing fees) for Wells Fargo Bank,
                              National Association will range, on a loan-by-loan
                              basis, from 0.01% per annum to 0.10% per annum.

Expenses

Servicing Advances / Master   To the extent of funds available, the amount of      Time to time.         Recoveries on the
Servicer and Trustee          any Servicing Advances.                                                    related mortgage loan,
                                                                                                         or to the extent that
                                                                                                         the party making the
                                                                                                         advance determines it
                                                                                                         is nonrecoverable, from
                                                                                                         collections in the
                                                                                                         Certificate Account.

Interest on Servicing         At Advance Rate.                                     When Advance is       First from late payment
Advances / Master Servicer                                                         reimbursed.           charges and default
and Trustee                                                                                              interest in excess of
                                                                                                         the regular interest
                                                                                                         rate, and then from
                                                                                                         collections in the
                                                                                                         Certificate Account.

P&I Advances / Master         To the extent of funds available, the amount of      Time to time.         Recoveries on the
Servicer and Trustee          any P&I Advances.                                                          related mortgage loan,
                                                                                                         or to the extent that
                                                                                                         the party making the
                                                                                                         advance determines it
                                                                                                         is nonrecoverable, from
                                                                                                         collections in the
                                                                                                         Certificate Account.

Interest on P&I Advances /    At Advance Rate.                                     When Advance is       First from late payment
Master Servicer and Trustee                                                        reimbursed.           charges and default
                                                                                                         interest in excess of
                                                                                                         the regular interest
                                                                                                         rate, and then from all
                                                                                                         collections in the
                                                                                                         Certificate Account.



                                      S-112





Indemnification Expenses /    Amounts for which the trustee, the paying agent,     Time to time.         All collections in the
Trustee, Paying Agent,        the master servicer and the special servicer are                           Certificate Account.
Master Servicer and Special   entitled to indemnification.
Servicer

Trust Expenses not Advanced   Based on third party charges.                        Time to time.         All collections in the
(may include environmental                                                                               Certificate Account.
remediation costs,
appraisals, independent
contractor to operate REO)


          The Pooling and Servicing Agreement does not provide for any successor
master servicer or successor special servicer or successor trustee, as the case
may be, to receive compensation in excess of that permitted to be received by
its predecessor, except in the case where a successor cannot be found for
existing compensation. Any change to the compensation of the master servicer,
special servicer or trustee would require an amendment to the Pooling and
Servicing Agreement.

Application of the Available Distribution Amount

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

          (i)   to the holders of the Class A-1, Class A-2, Class A-3, Class
                A-AB, Class A-4, Class X-1 and Class X-2 Certificates, the
                Distributable Certificate Interest Amount in respect of each
                such class for such Distribution Date, pro rata, in proportion
                to the Distributable Certificate Interest Amount payable in
                respect of each such Class;

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

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

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

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


                                     S-113



                 reduced by any portion of the Principal Distribution Amount
                 distributed to the holders of the Class A-AB (in respect of the
                 Planned Principal Balance), Class A-1 and Class A-2
                 Certificates;

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

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

          (viii) to the holders of the Class A Senior Certificates and the Class
                 X Certificates, pro rata in proportion to their respective
                 entitlements to reimbursement described in this clause, to
                 reimburse them for any Realized Losses or Expense Losses
                 previously allocated to such certificates and for which
                 reimbursement has not previously been fully paid (in the case
                 of the Class X Certificates, insofar as Realized Losses or
                 Expense Losses have resulted in shortfalls in the amount of
                 interest distributed, other than by reason of a reduction of
                 the Notional Amount), plus interest on such Realized Losses or
                 Expense Losses, at one-twelfth the applicable Pass-Through
                 Rate;

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

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

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

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

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

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


                                     S-114



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

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

          o    first, to the Class A-1, Class A-2, Class A-3, Class A-AB and
               Class A-4 Certificates, in proportion to their respective
               Certificate Balances, in reduction of their respective
               Certificate Balances, until the aggregate Certificate Balance of
               each such Class is reduced to zero; and

          o    second, to the Class A-1, Class A-2, Class A-3, Class A-AB and
               Class A-4 Certificates, based on their respective entitlements to
               reimbursement, for the unreimbursed amount of Realized Losses and
               Expense Losses previously allocated to such Classes, plus
               interest on such Realized Losses or Expense Losses, at
               one-twelfth the applicable Pass-Through Rate.

          On each Distribution Date, following the above-described distributions
on the offered certificates and the Class X-1 Certificates and the Class X-2
Certificates, the paying agent will apply the remaining portion, if any, of the
Available Distribution Amount for such date to make payments to the holders of
each of the respective Classes of private certificates, other than the Class X-1
Certificates, the Class X-2 Certificates and the Residual Certificates, in
alphabetical order of Class designation (provided that the Class A-M
Certificates will be senior in right to the Class A-J Certificates), in each
case for the following purposes and in the following order of priority, that is,
payments under clauses (1), (2) and (3) below, in that order, to the holders of
the Class B Certificates, then payments under clauses (1), (2) and (3) below, in
that order, to the holders of the Class C, Class D, Class E, Class F, Class G,
Class H, Class J, Class K, Class L, Class M, Class N, Class O and Class P
Certificates:

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

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

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

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

          Excess Liquidation Proceeds will be deposited into the Reserve
Account. On each Distribution Date, amounts on deposit in the Reserve Account
will be used, first, to reimburse the holders of the Principal Balance
Certificates -- in order of alphabetical Class designation (provided that the
Class A-M Certificates will be senior in right to the Class A-J Certificates) --
for any, and to the extent of, Unpaid Interest; second, Realized Losses and
Expense Losses, including interest on Advances, previously allocated to them;
and third, upon the reduction of the aggregate Certificate Balance of the
Principal Balance Certificates to zero, to pay any amounts remaining on deposit
in such account to the special servicer as additional Special Servicer
Compensation.


                                     S-115



Class A-AB Planned Principal Balance

          On each Distribution Date, the Class A-AB Certificates have priority
with respect to receiving distributions of principal to reduce its Certificate
Balance to the Planned Principal Balance for such Distribution Date as described
in "--Distributions--Application of the Available Distribution Amount" above.
The "Planned Principal Balance" for any Distribution Date is the balance shown
for such Distribution Date in the table set forth in Schedule A to this
prospectus supplement. These balances were calculated using, among other things,
the Structuring Assumptions. Based on these assumptions, the Certificate Balance
of the Class A-AB Certificates on each Distribution Date would be reduced to the
balance indicated for the related Distribution Date on Schedule A. There is no
assurance, however, that the mortgage loans will perform in conformity with the
Structuring Assumptions. Therefore, there can be no assurance that the
Certificate Balance of the Class A-AB Certificates on any Distribution Date will
be equal to the balance that is specified for such Distribution Date on Schedule
A. In general, once the Certificate Balances of the Class A-1, Class A-2 and
Class A-3 Certificates have been reduced to zero, any remaining portion on any
Distribution Date of the Principal Distribution Amount will be distributed to
the Class A-AB Certificates until the Certificate Balance of the Class A-AB
Certificates is reduced to zero.

Distributions of Prepayment Premiums and Yield Maintenance Charges

          On any Distribution Date, Prepayment Premiums or Yield Maintenance
Charges collected in respect of each mortgage loan in the Trust and collected
during the related Collection Period will be distributed by the paying agent on
the Classes of certificates as follows: to the holders of each of the Class A-1,
Class A-2, Class A-3, Class A-AB, Class A-4, Class A-M, Class A-J, Class B,
Class C, Class D, Class E, Class F, Class G and Class H Certificates then
entitled to distributions of principal on such Distribution Date, an amount
equal to the product of (a) a fraction, the numerator of which is the amount
distributed as principal to the holders of that Class on that Distribution Date,
and the denominator of which is the total amount distributed as principal to the
holders of all Classes of certificates on that Distribution Date, (b) the Base
Interest Fraction for the related Principal Prepayment and that Class and (c)
the amount of the Prepayment Premium or Yield Maintenance Charge collected in
respect of such Principal Prepayment during the related Collection Period. Any
Prepayment Premiums or Yield Maintenance Charges relating to a mortgage loan in
the Trust and collected during the related Collection Period remaining after
those distributions described above will be distributed to the holders of the
Class X Certificates. On any Distribution Date on or before the Distribution
Date in October 2011, 59% of such Prepayment Premiums or Yield Maintenance
Charges remaining after those distributions will be distributed to the holders
of the Class X-1 Certificates and 41% of the Prepayment Premiums or Yield
Maintenance Charges remaining after those distributions will be distributed to
the holders of the Class X-2 Certificates. After the Distribution Date in
October 2011, any of such Prepayment Premiums or Yield Maintenance Charges
remaining after those distributions will be distributed to the holders of the
Class X-1 Certificates.

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

Treatment of REO Properties

          Notwithstanding that any mortgaged property may be acquired as part of
the Trust through foreclosure, deed in lieu of foreclosure or otherwise (or that
a beneficial interest in a mortgaged property with respect to a Non-Serviced
Mortgage Loan may be acquired by the Trust under a Non-Serviced Mortgage Loan
Pooling and Servicing Agreement), the related mortgage loan will, for purposes
of, among other things, determining Pass-Through Rates of, distributions on and
allocations of Realized Losses and Expense Losses to the certificates, as well
as the amount of Master Servicing Fees, Primary Servicing Fees, Excess Servicing
Fees, Trustee Fees and Special Servicing Fees payable under the Pooling and
Servicing Agreement, be treated as having remained outstanding until such REO
Property is liquidated. In connection therewith, operating revenues and other
proceeds derived from such REO Property, exclusive of related operating costs,
will be "applied" by the master servicer as principal, interest and other
amounts "due" on such mortgage loan; and, subject to the recoverability
determination described under "--Advances" below and the effect of any Appraisal
Reductions described under "--Appraisal Reductions" below, the master servicer
will be required to make P&I Advances in respect of such mortgage loan, in all
cases as if such


                                     S-116



mortgage loan had remained outstanding. References to mortgage loan and mortgage
loans in the definitions of Weighted Average Net Mortgage Rate and Principal
Distribution Amount are intended to include any mortgage loan or mortgage loans
as to which the related mortgaged property has become an REO Property.

Appraisal Reductions

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

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

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

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

Subordination; Allocation of Losses and Certain Expenses

          As and to the extent described in this prospectus supplement, the
rights of holders of the Subordinate Certificates to receive distributions of
amounts collected or advanced on the mortgage loans will be subordinated, to the
extent described in this prospectus supplement, to the rights of holders of the
Senior Certificates, and to the rights of the holders of each other Class of
Subordinate Certificates with an earlier alphabetical Class designation
(provided that the Class A-M Certificates will be senior in right to the Class
A-J Certificates). This subordination is intended to enhance the likelihood of
timely receipt by the holders of the Senior Certificates of the full amount of
all interest payable in respect of the Senior Certificates on each Distribution
Date, and the ultimate receipt by the


                                     S-117



holders of each Class of Class A Senior Certificates of principal in an amount
equal to the entire Certificate Balance of the Class A Senior Certificates.

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

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

          Following retirement of the Class A Senior Certificates, the
successive allocation to the Subordinate Certificates, in alphabetical order of
Class designation (provided that the Class A-M Certificates will be senior in
right to the Class A-J Certificates), in each case until such Class is paid in
full, of the entire Principal Distribution Amount for each Distribution Date
will provide a similar benefit to each such Class of certificates as regards the
relative amount of subordination afforded by the other Classes of Subordinate
Certificates with later alphabetical Class designations (provided that the Class
A-M Certificates will be senior in right to the Class A-J Certificates).

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

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

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

          Realized Losses with respect to Non-Serviced Mortgage Loans will equal
a pro rata share (based on principal balance) of the amount of any loss
calculated with respect to such mortgage loans and the related Non-Serviced
Companion Mortgage Loans. Any additional Trust expenses under the related
Non-Serviced Mortgage


                                     S-118



Loan Pooling and Servicing Agreement that are similar to those expenses
resulting in Expense Losses and that relate to any Non-Serviced Mortgage Loan
Group containing a Non-Serviced Mortgage Loan B Note are to be paid first out of
collections on, and other proceeds of, any related Non-Serviced Mortgage Loan B
Note, to the extent permitted under the related intercreditor agreement, and
then, pro rata, out of collections on, and other proceeds of, the Non-Serviced
Mortgage Loan and the Non-Serviced Companion Mortgage Loans.

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

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

Prepayment Interest Shortfalls and Prepayment Interest Excesses

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

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

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

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

OPTIONAL TERMINATION

          The holders of a majority of the Controlling Class, the special
servicer, the master servicer and the holder of the majority interest in the
Class R-I Certificates, in that order, will have the option to purchase, in
whole but not in part, the mortgage loans and any other property remaining in
the Trust on any Distribution Date on or after the Distribution Date on which
the aggregate principal balance of the mortgage loans is less than or equal to
1.0% of the balance as of the Cut-off Date of the mortgage loans.


                                     S-119



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

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

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

ADVANCES

P&I Advances

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

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

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

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

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


                                     S-120



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

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

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

          Notwithstanding the foregoing, with respect to any Non-Serviced
Mortgage Loan, the master servicer and the trustee will be required to rely on
the determination of any master servicer, trustee or fiscal agent for the
securitization of any related Non-Serviced Companion Mortgage Loan that a
particular advance with respect to principal or interest and relating to such
other securitization is, or would if made be, ultimately nonrecoverable from
collections on the related Non-Serviced Mortgage Loan Group. The securitization
documents for a Non-Serviced Companion Mortgage Loan may provide for a
nonrecoverability determination that differs from the basis for determining
nonrecoverability of P&I Advances on the mortgage loans by the master servicer.
Because of the foregoing, the obligation to make P&I Advances with respect to
any Non-Serviced Mortgage Loans as to which advancing is provided for under the
Pooling and Servicing Agreement could terminate earlier than would have been the
case if such determination were made solely pursuant to the Pooling and
Servicing Agreement.

Servicing Advances

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

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

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

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


                                     S-121



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

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

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

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

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

Reimbursement of Advances

          Any monthly P&I Advance or Servicing Advance (in either case, with
interest) that has been determined to be nonrecoverable from the particular
mortgage loan to which it relates will be reimbursable from the Certificate
Account in the Collection Period in which the nonrecoverability determination is
made. Any reimbursement of nonrecoverable Advances will be made first from
amounts in the Certificate Account that are allocable to principal received with
respect to the Mortgage Pool during the Collection Period in which the
reimbursement is made, prior to reimbursement from other collections (including
interest) received during that Collection Period (and similarly, in subsequent
periods, from principal first and then from other collections). If interest on
the mortgage loans is used to reimburse such nonrecoverable Advances, then the
party entitled to such reimbursement has agreed to notify the Rating Agencies at
least fifteen (15) days prior to such use, unless circumstances exist which are
extraordinary in the sole discretion of such party. If the amount in the
Certificate Account allocable to principal received with respect to the mortgage
loans is insufficient to fully reimburse the party entitled to reimbursement,
then such party may elect at its sole option to defer reimbursement of the
portion that exceeds such amount allocable to principal (in which case interest
will continue to accrue on the unreimbursed portion of the Advance). If a
monthly P&I Advance or Servicing Advance is made with respect to a mortgage loan
after a default thereon and the mortgage loan is thereafter worked out under
terms that do not provide for the repayment of those Advances (together with
interest thereon) in full at the time of the workout (but such amounts become an
obligation of the borrower to be paid in the future), then such Advance
(together with interest thereon), unless determined to be nonrecoverable, will
be reimbursable only from amounts in the Certificate Account that represent
principal on the mortgage loans (net of any principal used to reimburse any
nonrecoverable Advance (together with interest thereon)). To the extent that the
reimbursement is made from principal, the Principal Distribution Amount
otherwise payable on the certificates on the related Distribution Date will be
reduced and, in the case of reimbursement of nonrecoverable Advances (or
interest thereon), a Realized Loss will be allocated (in reverse sequential
order in accordance with the loss allocation


                                     S-122



rules described above under "--Distributions--Subordination; Allocation of
Losses and Certain Expenses") to reduce the total principal balance of the
certificates on that Distribution Date. Any provision in the Pooling and
Servicing Agreement for any Servicing Advance or P&I Advance by the master
servicer, the special servicer or the trustee is intended solely to provide
liquidity for the benefit of the Certificateholders and not as credit support or
otherwise to impose on any such person or entity the risk of loss with respect
to one or more of the mortgage loans.

Nonrecoverable Advances

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

          In addition, the master servicer or special servicer, in considering
whether a P&I Advance or Servicing Advance is a nonrecoverable Advance, will be
entitled to give due regard to the existence of any outstanding nonrecoverable
advances with respect to other mortgage loans where reimbursement is, at the
time of such consideration, being deferred or delayed by a master servicer,
special servicer or the trustee because there is insufficient principal
available for such reimbursement, in light of the fact that proceeds on the
related mortgage loan are not only a source of reimbursement for the P&I Advance
or Servicing Advance under consideration, but also a potential source of
reimbursement for such deferred or delayed nonrecoverable Advance. In addition,
the master servicer or special servicer may update or change its recoverability
determinations at any time.

REPORTS TO CERTIFICATEHOLDERS; AVAILABLE INFORMATION

Paying Agent Reports

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

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

               (i)     the date of such Distribution Date, and of the Record
                       Date, Interest Accrual Period, and Determination Date for
                       such Distribution Date;

               (ii)    the Available Distribution Amount for the Distribution
                       Date, and any other cash flows received on the mortgage
                       loans and applied to pay fees and expenses (including the
                       components of the Available Distribution Amount or such
                       other cash flows);

               (iii)   the aggregate amount of servicing fees, Special Servicing
                       Fees, other special servicing compensation and Trustee
                       Fees paid to the master servicer, the Primary Servicer,
                       the special servicer, the holders of the rights to Excess
                       Servicing Fees, the trustee and the paying agent with
                       respect to the Mortgage Pool;

               (iv)    the amount of other fees and expenses accrued and paid
                       from the Trust, including without limitation Advance
                       reimbursement and interest on Advances, and specifying
                       the purpose of such fees or expenses and the party
                       receiving payment of those amounts, if applicable;


                                     S-123



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

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

               (vii)   the amount of any shortfall in principal distributions
                       and any shortfall in interest distributions to each
                       applicable Class of certificates;

               (viii)  the amount of excess cash flow, if any distributed to the
                       holder of the Residual Certificates;

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

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

               (xi)    the weighted average mortgage rate (and interest rates by
                       distributional groups or ranges) of the mortgage loans as
                       of the related Determination Date;

               (xii)   the number of outstanding mortgage loans and the
                       aggregate principal balance and Scheduled Principal
                       Balance of the mortgage loans and weighted average
                       remaining term at the close of business on the related
                       Determination Date, with respect to the Mortgage Pool;

               (xiii)  the number and aggregate Scheduled Principal Balance of
                       mortgage loans, with respect to the Mortgage Pool:

               (A)     delinquent 30 to 59 days,

               (B)     delinquent 60 to 89 days,

               (C)     delinquent 90 days or more,

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

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

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

               (xv)    the number and related principal balances of any mortgage
                       loans modified, extended or waived on a loan-by-loan
                       basis since the previous Determination Date (including a
                       description of any modifications, extensions or waivers
                       to mortgage loan terms, fees, penalties or payments
                       during the distribution period as provided to the Paying
                       Agent);

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

               (xvii)  as of the related Determination Date:


                                     S-124



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

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

               (xviii) the aggregate amount of Principal Prepayments made during
                       the related Collection Period, with respect to the
                       Mortgage Pool;

               (xix)   the amount of Unpaid Interest, Realized Losses or Expense
                       Losses, if any, incurred with respect to the mortgage
                       loans, including a break out by type of such Realized
                       Losses or Expense Losses, with respect to the Mortgage
                       Pool;

               (xx)    Material Breaches of mortgage loan representations and
                       warranties of which the trustee, the master servicer or
                       the special servicer has received written notice; and

               (xxi)   the amount of any Appraisal Reductions effected during
                       the related Collection Period on a loan-by-loan basis and
                       the total Appraisal Reductions in effect as of such
                       Distribution Date, with respect to the Mortgage Pool (and
                       in the case of the Non-Serviced Mortgage Loans, the
                       amount of any appraisal reductions effected under the
                       related Non-Serviced Mortgage Loan Pooling and Servicing
                       Agreement).

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

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

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

          The paying agent will make the foregoing reports and certain other
information available each month to the general public via the paying agent's
website, which shall initially be located at www.ctslink.com. In addition, the
paying agent will also make certain other additional reports available via the
paying agent's website on a restricted basis to the Depositor and its designees,
including the Financial Market Publishers, the Rating Agencies, the parties to
the Pooling and Servicing Agreement, the Underwriters, Certificateholders and
any prospective investors or beneficial owners of certificates who provide the
paying agent with an investor certification in the form attached to the Pooling
and Servicing Agreement (which form may be submitted electronically via the
paying agent's website). In addition, the paying agent will make available on
its website any reports on Forms 10-D, 10-K and 8-K that have been prepared and
filed by the paying agent with respect to the Trust through the EDGAR system.
For assistance with the paying agent's website, investors may call 301-815-6600.
The trustee and the paying agent will make no representations or warranties as
to the accuracy or completeness of such documents and will assume no
responsibility therefor. In addition, the trustee and the paying agent may
disclaim responsibility for any information of which it is not the original
source.

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


                                     S-125



          On an annual basis, the master servicer is required to deliver or make
available electronically the Annual Report to the trustee and the paying agent,
and the paying agent will make such report available as described above to the
Underwriters, the Certificateholders, the Depositor and its designees, the
parties to the Pooling and Servicing Agreement, the Rating Agencies and any
prospective investors or beneficial owners of certificates who provide the
paying agent with an investor certification satisfactory to the paying agent.

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

Other Information

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

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

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

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

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

          o    the mortgage loan files;

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

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

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


                                     S-126



          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-TOP24." Members of the
public may read and copy any materials filed with the Commission at the
Commission's Public Reference Room at 100 F Street N.E., 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 each of the offices referred to above.

Book-Entry Certificates

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

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

EXAMPLE OF DISTRIBUTIONS

          The following chart sets forth an example of distributions on the
certificates as if the certificates had been issued in October 2006:

          The close of business on

          October 1 (except as      (A)   Cut-off Date.
          described in this
          prospectus supplement)

          October 31                (B)   Record Date for all Classes of
                                          Certificates.
          October 2 - November 3    (C)   The Collection Period. The master
                                          servicer receives Scheduled Payments
                                          due after the Cut-off Date and any
                                          Principal Prepayments made after the
                                          Cut-off Date and on or prior to
                                          November 3.
          November 3                (D)   Determination Date.
          November 9                (E)   Master Servicer Remittance Date.
          November 13               (F)   Distribution Date.

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

          (A) The outstanding principal balance of the mortgage loans will be
the aggregate outstanding principal balance of the mortgage loans at the close
of business on the Cut-off Date, after deducting principal


                                     S-127



payments due on or before such date, whether or not received. Principal payments
due on or before such date, and the accompanying interest payments, are not part
of the Trust.

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

          (C) Any Scheduled Payments due and collected and Principal Prepayments
collected, after the Cut-off Date and on or prior to November 3, 2006 will be
deposited in the Certificate Account. Each subsequent Collection Period will
begin on the day after the Determination Date in the month preceding the month
of each Distribution Date and will end on the Determination Date in the month in
which the Distribution Date occurs. In the case of certain mortgage loans
identified in a schedule to the Pooling and Servicing Agreement as to which the
Scheduled Payment is due on a Due Date that may occur after, but in the same
calendar month as, the last day of a given Collection Period, certain payments
that are either received before the Distribution Date or advanced in respect of
such Scheduled Payment (or, if applicable, Assumed Scheduled Payment) will, to
the extent provided in the Pooling and Servicing Agreement, be deemed to be
included in that Collection Period.

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

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

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

EXPECTED FINAL DISTRIBUTION DATE; RATED FINAL DISTRIBUTION DATE

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

          The Rated Final Distribution Date of each Class of certificates is the
Distribution Date in October 2041.

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

AMENDMENTS TO THE POOLING AND SERVICING AGREEMENT

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

          o    to cure any ambiguity;

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


                                     S-128



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

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

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

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

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

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

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

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

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

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

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

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


                                     S-129



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

EVIDENCE AS TO COMPLIANCE

          Each of the master servicer, the special servicer, the Primary
Servicer and the paying agent will be required under the Pooling and Servicing
Agreement, and we expect that each Additional Servicer and each sub-servicer
will be required under the applicable primary servicing or sub-servicing
agreement, to deliver annually, to the trustee, the paying agent and the
Depositor on or before the date specified in the Pooling and Servicing Agreement
or the applicable primary servicing or sub-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 Pooling and Servicing Agreement or the applicable primary servicing or
sub-servicing agreement in the case of an Additional Servicer or other
sub-servicer, 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 or the applicable
primary servicing or sub-servicing agreement in the case of an Additional
Servicer or other sub-servicer, 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 addition, the master servicer, the special servicer, the Primary
Servicer, the paying agent and the trustee, each at its own expense, will be
required under the Pooling and Servicing Agreement, and we expect that each
Servicing Function Participant will be required under the applicable primary
servicing or sub-servicing agreement, to deliver annually, to the trustee, the
paying agent, the Rating Agencies 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:

          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, concerning the party's assessment of compliance with the
applicable servicing criteria.


                                     S-130



                  YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS

GENERAL

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

          o    the Pass-Through Rate for such certificate;

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

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

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

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

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

PASS-THROUGH RATES

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

RATE AND TIMING OF PRINCIPAL PAYMENTS

          The yield to maturity on the Class X-1 Certificates (and to a lesser
extent, the Class X-2 Certificates) will be extremely sensitive to, and the
yield to maturity on any Class of offered certificates purchased at a discount
or premium will be affected by the rate and timing of principal payments made in
reduction of the aggregate Certificate Balance or Notional Amount of such Class
of certificates. As described in this prospectus supplement, the Principal
Distribution Amount for each Distribution Date will be distributable entirely in
respect of the Class A Senior


                                     S-131



Certificates until their Certificate Balance is reduced to zero, and will
thereafter be distributable entirely in respect of each other Class of Principal
Balance Certificates, in descending alphabetical order of Class designation
(provided that the Class A-M Certificates will be senior in right to the Class
A-J Certificates), in each case until the aggregate Certificate Balance of such
Class of certificates is, in turn, reduced to zero. Consequently, the rate and
timing of principal payments that are distributed or otherwise result in
reduction of the aggregate Certificate Balance of each Class of offered
certificates will be directly related to the rate and timing of principal
payments on or in respect of the mortgage loans, which will in turn be affected
by the amortization schedules of such mortgage loans, the dates on which Balloon
Payments are due, any extension of maturity dates by the master servicer or the
special servicer, the rate and timing of any reimbursement of the master
servicer, the special servicer or the trustee, as applicable, out of the
Certificate Account of nonrecoverable advances or advances remaining
unreimbursed on a modified mortgage loan on the date of such modification
(together with interest on such advances), and the rate and timing of Principal
Prepayments and other unscheduled collections thereon, including for this
purpose, collections made in connection with liquidations of mortgage loans due
to defaults, casualties or condemnations affecting the mortgaged properties,
repurchases as a result of a mortgage loan seller's breach of representations
and warranties or material defects in a mortgage loan's documentation and other
purchases of mortgage loans out of the Trust.

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

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

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

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


                                     S-132



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

UNPAID DISTRIBUTABLE CERTIFICATE INTEREST

          If the portion of the Available Distribution Amount distributable in
respect of interest on any Class of certificates on any Distribution Date is
less than the Distributable Certificate Interest Amount then payable for that
Class, the shortfall will be distributable to holders of the Class of
certificates on subsequent Distribution Dates, to the extent of the Available
Distribution Amount. Any such shortfall (which would not include interest
shortfalls in connection with a Principal Prepayment accompanied by less than a
full month's interest) may adversely affect the yield to maturity of the Class
of certificates for as long as it is outstanding.

LOSSES AND SHORTFALLS

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

RELEVANT FACTORS

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

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


                                     S-133



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

          We make no representation as to the particular factors that will
affect the rate and timing of prepayments and defaults on the mortgage loans, as
to the relative importance of such factors, as to the percentage of the
principal balance of the mortgage loans that will be prepaid or as to whether a
default will have occurred as of any date or as to the overall rate of
prepayment or default on the mortgage loans.

WEIGHTED AVERAGE LIFE

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

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

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

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

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

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

          o    summing the results; and

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

          The characteristics of the mortgage loans differ in substantial
respects from those assumed in preparing the tables below, and the tables are
presented for illustrative purposes only. In particular, it is unlikely that the


                                      S-134



Mortgage Pool will not experience any defaults or losses, or that the Mortgage
Pool or any mortgage loan will prepay at any constant rate. Therefore, there can
be no assurance that the mortgage loans will prepay at any particular rate.

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

DISTRIBUTION DATE                          0%     25%     50%     75%     100%
--------------------------------------   -----   -----   -----   -----   -----
Closing Date                              100%    100%    100%    100%    100%
October 2007                               90%     90%     90%     90%     90%
October 2008                               79%     79%     79%     79%     79%
October 2009                               65%     65%     65%     65%     65%
October 2010                               47%     47%     47%     47%     47%
October 2011                                0%      0%      0%      0%      0%
Weighted average life (years)             3.39    3.37    3.34    3.33    3.31

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

DISTRIBUTION DATE                          0%     25%     50%     75%     100%
--------------------------------------   -----   -----   -----   -----   -----
Closing Date                              100%    100%    100%    100%    100%
October 2007                              100%    100%    100%    100%    100%
October 2008                              100%    100%    100%    100%    100%
October 2009                              100%    100%    100%    100%    100%
October 2010                              100%    100%    100%    100%    100%
October 2011                                0%      0%      0%      0%      0%
Weighted average life (years)             4.88    4.88    4.87    4.84    4.63

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

DISTRIBUTION DATE                          0%     25%     50%     75%     100%
--------------------------------------   -----   -----   -----   -----   -----
Closing Date                              100%    100%    100%    100%    100%
October 2007                              100%    100%    100%    100%    100%
October 2008                              100%    100%    100%    100%    100%
October 2009                              100%    100%    100%    100%    100%
October 2010                              100%    100%    100%    100%    100%
October 2011                              100%    100%    100%    100%    100%
October 2012                              100%    100%    100%    100%    100%
October 2013                                0%      0%      0%      0%      0%
Weighted average life (years)             6.81    6.80    6.80    6.80    6.72


                                     S-135



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

DISTRIBUTION DATE                          0%     25%     50%     75%     100%
--------------------------------------   -----   -----   -----   -----   -----
Closing Date                              100%    100%    100%    100%    100%
October 2007                              100%    100%    100%    100%    100%
October 2008                              100%    100%    100%    100%    100%
October 2009                              100%    100%    100%    100%    100%
October 2010                              100%    100%    100%    100%    100%
October 2011                              100%    100%    100%    100%    100%
October 2012                               84%     84%     84%     84%     84%
October 2013                               67%     66%     65%     64%     58%
October 2014                               49%     46%     44%     41%     40%
October 2015                               10%      5%      2%      1%      1%
October 2016                                0%      0%      0%      0%      0%
Weighted average life (years)             7.60    7.52    7.47    7.42    7.32

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

DISTRIBUTION DATE                          0%     25%     50%     75%     100%
--------------------------------------   -----   -----   -----   -----   -----
Closing Date                              100%    100%    100%    100%    100%
October 2007                              100%    100%    100%    100%    100%
October 2008                              100%    100%    100%    100%    100%
October 2009                              100%    100%    100%    100%    100%
October 2010                              100%    100%    100%    100%    100%
October 2011                              100%    100%    100%    100%    100%
October 2012                              100%    100%    100%    100%    100%
October 2013                              100%    100%    100%    100%    100%
October 2014                              100%    100%    100%    100%    100%
October 2015                              100%    100%    100%    100%    100%
October 2016                                0%      0%      0%      0%      0%
Weighted average life (years)             9.80    9.78    9.75    9.72    9.52

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

DISTRIBUTION DATE                          0%     25%     50%     75%     100%
--------------------------------------   -----   -----   -----   -----   -----
Closing Date                              100%    100%    100%    100%    100%
October 2007                              100%    100%    100%    100%    100%
October 2008                              100%    100%    100%    100%    100%
October 2009                              100%    100%    100%    100%    100%
October 2010                              100%    100%    100%    100%    100%
October 2011                              100%    100%    100%    100%    100%
October 2012                              100%    100%    100%    100%    100%
October 2013                              100%    100%    100%    100%    100%
October 2014                              100%    100%    100%    100%    100%
October 2015                              100%    100%    100%    100%    100%
October 2016                                0%      0%      0%      0%      0%
Weighted average life (years)             9.91    9.90    9.90    9.88    9.78


                                     S-136



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

DISTRIBUTION DATE                          0%     25%     50%     75%     100%
--------------------------------------   -----   -----   -----   -----   -----
Closing Date                              100%    100%    100%    100%    100%
October 2007                              100%    100%    100%    100%    100%
October 2008                              100%    100%    100%    100%    100%
October 2009                              100%    100%    100%    100%    100%
October 2010                              100%    100%    100%    100%    100%
October 2011                              100%    100%    100%    100%    100%
October 2012                              100%    100%    100%    100%    100%
October 2013                              100%    100%    100%    100%    100%
October 2014                              100%    100%    100%    100%    100%
October 2015                              100%    100%    100%    100%    100%
October 2016                                0%      0%      0%      0%      0%
Weighted average life (years)             9.95    9.95    9.95    9.95    9.79

                        DESCRIPTION OF THE MORTGAGE POOL

GENERAL

          The Mortgage Pool will consist of one hundred fifty-three (153)
fixed-rate, first mortgage loans with an aggregate Cut-off Date Balance of
$1,534,723,955, subject to a permitted variance of plus or minus 5%. The Cut-off
Date Balances of the mortgage loans range from $748,925 to $186,550,000, and the
mortgage loans have an average Cut-off Date Balance of $10,030,876.

          Generally, for purposes of the presentation of Mortgage Pool
information in this prospectus supplement, multiple mortgaged properties
securing a single mortgage loan have been treated as multiple
cross-collateralized and cross-defaulted mortgage loans, each secured by one of
the related mortgaged properties and each having a principal balance in an
amount equal to an allocated portion of the aggregate indebtedness represented
by such obligation. In addition, for purposes of the presentation of Mortgage
Pool information in this prospectus supplement, certain multiple mortgaged
properties securing a single mortgage loan were treated as a single mortgaged
property if, generally, such mortgaged properties were in close proximity to
each other and economically dependent upon each other in order to provide
sufficient income to pay debt service on the related mortgage loan. All
numerical information concerning the mortgage loans contained in this prospectus
supplement is approximate.

          A description of the underwriting standards for each of Bear Stearns
Commercial Mortgage, Inc., Morgan Stanley Mortgage Capital Inc., Wells Fargo
Bank, National Association and Principal Commercial Funding II, LLC are set
forth in this prospectus supplement under "The Sponsors, Mortgage Loan Sellers
and Originators--Bear Stearns Commercial Mortgage, Inc.--Underwriting
Standards," "--Morgan Stanley Mortgage Capital Inc.--Underwriting Standards,"
"--Wells Fargo Bank, National Association--Underwriting Standards" and
"--Principal Commercial Funding II, LLC--Underwriting Standards," respectively.

          The mortgage loans included in this transaction were selected for this
transaction from mortgage loans specifically originated for securitizations of
this type by the sponsors taking into account Rating Agency criteria and
feedback, subordinate investor feedback, property type and geographic location.

          The mortgage loans were originated between May 26, 2005 and September
29, 2006. As of the Cut-off Date, none of the mortgage loans were 30 days or
more delinquent, or had been 30 days or more delinquent during the 12 calendar
months preceding the Cut-off Date. Brief summaries of the material terms of the
mortgage loans associated with the ten (10) largest mortgage loans (including
crossed mortgage loans) in the Mortgage Pool are contained in Appendix III
attached to this prospectus supplement.

          One hundred fifty (150) mortgaged properties, securing mortgage loans
representing 91.8% of the Initial Pool Balance, are subject to a mortgage, deed
of trust or similar security instrument that creates a first mortgage lien


                                     S-137



on a fee simple estate in such mortgaged property. Three (3) mortgaged
properties, securing mortgage loans representing 5.3% of the Initial Pool
Balance, are subject to a mortgage, deed of trust or similar security instrument
that creates a first mortgage lien on a fee interest in a portion of the related
mortgaged property and a leasehold interest in the remainder of the related
mortgaged property. Five (5) mortgaged properties, securing mortgage loans
representing 2.9% of the Initial Pool Balance, are subject to a mortgage, deed
of trust or similar security instrument that creates a first mortgage lien on a
leasehold interest in those mortgaged properties.

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

MATERIAL TERMS AND CHARACTERISTICS OF THE MORTGAGE LOANS

Mortgage Rates; Calculations of Interest

          The mortgage loans bear interest at mortgage rates that will remain
fixed for their entire terms. Other than ARD Loans, no mortgage loan permits
negative amortization or the deferral of accrued interest. One hundred forty-six
(146) mortgage loans, representing 89.3% of the Initial Pool Balance, accrue
interest on the basis of the actual number of days elapsed each month in a
360-day year. Seven (7) mortgage loans, representing 10.7% of the Initial Pool
Balance, accrue interest on the basis of a 360-day year consisting of twelve
30-day months.

Property Types

          The mortgage loans consist of the following property types:

          o    Office - Twenty-two (22) of the mortgaged properties, which
               secure 36.9% of the Initial Pool Balance, are office properties;

          o    Retail - Sixty-five (65) of the mortgaged properties, which
               secure 30.0% of the Initial Pool Balance, are retail properties;

          o    Hospitality - Eight (8) of the mortgaged properties, which secure
               13.4% of the Initial Pool Balance, are hospitality properties;

          o    Industrial - Twenty-five (25) of the mortgaged properties, which
               secure 6.6% of the Initial Pool Balance, are industrial
               properties;

          o    Multifamily - Sixteen (16) of the mortgaged properties, which
               secure 5.6% of the Initial Pool Balance, are multifamily
               properties;

          o    Other - Six (6) of the mortgaged properties, which secure 3.4% of
               the Initial Pool Balance, are a type of property other than those
               set forth in this paragraph;

          o    Mixed Use - Six (6) of the mortgaged properties, which secure
               2.3% of the Initial Pool Balance, are mixed use properties;

          o    Manufactured Housing Community - Seven (7) of the mortgaged
               properties, which secure 1.1% of the Initial Pool Balance, are
               manufactured housing community properties; and

          o    Self Storage - Three (3) of the mortgaged properties, which
               secure 0.7% of the Initial Pool Balance, are self storage
               properties.


                                     S-138


Property Location

          The following geographic areas contain the largest concentrations of
mortgaged properties securing the mortgage loans: Oregon, California, Minnesota,
Arizona and Virginia.

          o    Seven (7) mortgaged properties, which secure 17.0% of the Initial
               Pool Balance, are located in Oregon;

          o    Thirty-two (32) mortgaged properties, which secure 14.2% of the
               Initial Pool Balance, are located in California. Of the mortgaged
               properties located in California, fourteen (14) of such mortgaged
               properties, which secure 8.0% of the Initial Pool Balance, are
               located in Southern California, and eighteen (18) of such
               mortgaged properties, representing security for 6.2% of the
               Initial Pool Balance, are located in Northern California.
               Northern California includes areas with zip codes above 93600 and
               Southern California includes areas with zip codes of 93600 and
               below;

          o    Four (4) mortgaged properties, which secure 10.3% of the Initial
               Pool Balance, are located in Minnesota;

          o    Fifteen (15) mortgaged properties, which secure 8.2% of the
               Initial Pool Balance, are located in Arizona; and

          o    Six (6) mortgaged properties, which secure 6.2% of the Initial
               Pool Balance, are located in the Virginia.

Due Dates

          One hundred forty-two (142) of the mortgage loans, representing 73.7%
of the Initial Pool Balance, have Due Dates on the 1st day of each calendar
month. Six (6) of the mortgage loans, representing 13.5% of the Initial Pool
Balance, have Due Dates on the 3rd day of each calendar month. Two (2) of the
mortgage loans, representing 2.0% of the Initial Pool Balance, have Due Dates on
the 7th day of each calendar month. Two (2) of the mortgage loans, representing
0.9% of the Initial Pool Balance, have Due Dates on the 8th day of each calendar
month. One (1) of the mortgage loans, representing 9.9% of the Initial Pool
Balance, has its Due Date on the 9th day of each calendar month. The mortgage
loans have various grace periods prior to the imposition of late payment
charges, including one hundred fifty-two (152) mortgage loans, representing
99.1% of the Initial Pool Balance, with grace periods prior to the imposition of
late payment charges of 0 to 5 calendar days or 5 business days and one (1)
mortgage loan, representing 0.9% of the Initial Pool Balance, with a grace
period prior to the imposition of late payment charges of 7 business days.
Certain states may have provisions under applicable law that permit longer grace
periods than the grace periods shown in this prospectus supplement, which are
based on the related mortgage loan documents.

Amortization

          The mortgage loans have the following amortization features:

          o    One hundred forty-six (146) mortgage loans, representing 98.4% of
               the Initial Pool Balance, are Balloon Loans. For purposes of this
               prospectus supplement, we consider a mortgage loan to be a
               Balloon Loan if its principal balance is not scheduled to be
               fully or substantially amortized by the loan's stated maturity
               date or Anticipated Repayment Date, as applicable. Twelve (12) of
               these mortgage loans, representing 9.7% of the Initial Pool
               Balance, are mortgage loans that have an Anticipated Repayment
               Date that provide for an increase in the mortgage rate and/or
               principal amortization at a specified date prior to stated
               maturity. These ARD Loans are structured to encourage the
               borrower to repay the mortgage loan in full by the specified date
               (which is prior to the mortgage loan's stated maturity date) upon
               which these increases occur.

          o    Also included in these Balloon Loans are twenty-three (23)
               mortgage loans, representing 45.3% of the Initial Pool Balance,
               that provide for monthly payments of interest only for their
               entire respective terms and forty-four (44) mortgage loans,
               representing 28.6% of the Initial Pool Balance, that currently
               provide for monthly payments of interest only for a portion of
               their respective terms ranging from 12


                                     S-139



               months to 72 months and then provide for the monthly payment of
               principal and interest over their respective remaining terms.

Prepayment Restrictions

          As of the Cut-off Date, each of the mortgage loans restricted
voluntary Principal Prepayments in one of the following ways:

          o    Eighty-nine (89) mortgage loans, representing 47.1% of the
               Initial Pool Balance, prohibit voluntary Principal Prepayments
               during the Lock-out Period, but permit the related borrower,
               after an initial period of at least two years following the date
               of issuance of the certificates, to defease the mortgage loan by
               pledging "government securities" as defined in the Investment
               Company Act of 1940 that provide for payment on or prior to each
               due date through and including the maturity date (or such earlier
               due date on which the mortgage loan first becomes freely
               prepayable) of amounts at least equal to the amounts that would
               have been payable on those dates under the terms of the mortgage
               loans and obtaining the release of the mortgaged property from
               the lien of the mortgage;

          o    Thirty-three (33) mortgage loans, representing 27.1% of the
               Initial Pool Balance, prohibit voluntary Principal Prepayments
               during a Lock-out Period, and following the Lock-out Period
               provide for a Prepayment Premium or Yield Maintenance Charge
               calculated on the basis of the greater of a yield maintenance
               formula and 1.0% of the amount prepaid;

          o    Twenty-four (24) mortgage loans, representing 21.6% of the
               Initial Pool Balance, prohibit voluntary Principal Prepayments
               during a Lock-out Period, and following the Lock-out Period
               provide for a Prepayment Premium or Yield Maintenance Charge
               calculated on the basis of the greater of a yield maintenance
               formula and 1.0% of the amount prepaid, and also permit the
               related borrower, after an initial period of at least two years
               following the date of the issuance of the certificates, to
               defease the mortgage loan by pledging "government securities" as
               defined above;

          o    One (1) mortgage loan, representing 1.6% of the Initial Pool
               Balance, has no Lock-out Period and permits voluntary Principal
               Prepayments if accompanied by a Prepayment Premium or Yield
               Maintenance Charge calculated on the basis of (i) the greater of
               a yield maintenance formula and 2.0% of the amount prepaid with
               respect to any prepayment made prior to the date that is two
               years following the date of the issuance of the certificates and
               (ii) the greater of a yield maintenance formula and 1.0% of the
               amount prepaid with respect to any prepayment made following the
               date that is two years following the date of the issuance of the
               certificates;

          o    Three (3) mortgage loans, representing 1.3% of the Initial Pool
               Balance, have no Lock-out Period and permit voluntary Principal
               Prepayments if accompanied by a Prepayment Premium or Yield
               Maintenance Charge calculated on the basis of the greater of a
               yield maintenance formula and 1.0% of the amount prepaid; and

          o    Three (3) mortgage loans, representing 1.2% of the Initial Pool
               Balance, have no Lock-out Period and permit voluntary Principal
               Prepayments if accompanied by a Prepayment Premium or Yield
               Maintenance Charge calculated on the basis of the greater of a
               yield maintenance formula and 1.0% of the amount prepaid, and
               also permit the related borrower, after an initial period of at
               least two years following the date of the issuance of the
               certificates, to defease the mortgage loan by pledging
               "government securities" as defined above.

          Notwithstanding the above, the mortgage loans generally (i) permit
prepayment in connection with casualty or condemnation and certain other matters
without payment of a prepayment premium or yield maintenance charge and (ii)
provide for a specified period commencing prior to and including the maturity
date or Anticipated Repayment Date during which the related borrower may prepay
the mortgage loan without payment of a prepayment premium or yield maintenance
charge. In addition, the yield maintenance formulas are not the same for all of
the mortgage loans that have Yield Maintenance Charges. See the footnotes to
Appendix II of this prospectus supplement for more details about the various
yield maintenance formulas.


                                     S-140



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

          o    One (1) mortgage loan, representing 1.1% of the Initial Pool
               Balance, is secured by multiple mortgaged properties and permits
               the release of any of the seven (7) mortgaged properties after a
               Lock-out Period in conjunction with (i) a partial defeasance, or
               (ii) a prepayment, if accompanied by a prepayment premium, of an
               amount equal to 120% of the allocated loan amount of the property
               being defeased or released, as applicable, and, in each case,
               with respect to the remaining mortgaged properties, (a) the debt
               service coverage ratio is at least 1.40x, (b) the loan-to-value
               ratio is not greater than 65%, (c) confirmation of "no downgrade"
               from applicable rating agencies is received, and (d)
               interest-only payments are re-set;

          o    One (1) mortgage loan, representing 0.4% of the Initial Pool
               Balance, is secured by multiple mortgaged properties and permits
               the release of any of the four (4) mortgaged properties after a
               Lock-out Period in conjunction with (i) a defeasance, or (ii) a
               prepayment, if accompanied by a Prepayment Premium, in each case,
               of an amount equal to 120% of the allocated loan amount of the
               mortgaged property being defeased or released, as applicable,
               and, in each case, with respect to the remaining mortgaged
               properties, (a) the debt service coverage ratio is at least
               1.25x, (b) the loan-to-value ratio is not greater than 80%, (c)
               confirmation of "no downgrade" from applicable rating agencies is
               received, and (d) interest-only payments are re-set;

          o    One (1) mortgage loan, representing 0.4% of the Initial Pool
               Balance, is secured by multiple mortgaged properties and permits
               (i) the release of one of the mortgaged properties from the lien
               of the mortgage loan at any time upon the defeasance of an amount
               equal to 125% of the allocated loan amount of the mortgaged
               property being released if the loan-to-value ratio of the
               remaining mortgaged properties immediately following the release
               is not greater than 70% and the debt service coverage ratio of
               the remaining mortgaged properties immediately following the
               release is at least equal to 1.40x and (ii) the prepayment of up
               to 33.33% of the related mortgage loan without a release of the
               related mortgaged properties, upon payment of a Yield Maintenance
               Charge calculated on the basis of the greater of a yield
               maintenance formula or 1.0% of the amount prepaid;

          o    One (1) mortgage loan, representing 0.3% of the Initial Pool
               Balance, permits the release of a portion of the mortgaged
               property (up to 1.16 acres or 50,530 square feet) at any time
               upon prepayment of an amount equal to 120% of the allocated loan
               amount of the mortgaged property being released plus a Prepayment
               Premium, if the loan-to-value ratio of the remaining mortgaged
               property immediately following the release is not greater than
               80% and the debt service coverage ratio immediately following the
               release is not less than 1.20x;

          o    One (1) mortgage loan, representing 0.2% of the Initial Pool
               Balance, is secured by a mortgage on multiple parcels and permits
               the release of either parcel from the lien of the related
               mortgage loan after a Lock-out Period (i) with respect to one of
               the parcels, upon prepayment of 120% of the allocated loan amount
               of the parcel being released plus a prepayment penalty if the
               loan-to-value ratio of the remaining parcel immediately following
               the release is not greater than 50% and (ii) with respect to the
               other parcel, upon prepayment of 105% of the allocated loan
               amount of the parcel being released plus a prepayment penalty if
               the loan-to-value ratio of the remaining parcel immediately
               following the release is not greater than 70%; and

          o    Two (2) mortgage loans, representing 0.2% of the Initial Pool
               Balance, are cross-defaulted and cross-collateralized with each
               other. Each such mortgage loan is secured by a first mortgage
               lien on the mortgaged property to which such mortgage loan
               relates and a second mortgage lien on the mortgaged property to
               which the other mortgage loan relates. Each mortgage loan permits
               the release of the mortgaged property to which such mortgage loan
               relates from all liens (whether first or second) and the release
               of the mortgaged property to which the other mortgage loan
               relates from the second lien after a Lock-out Period upon payment
               of 100% of the allocated loan amount of the mortgage loan
               relating to the mortgaged property being released and 25% of the
               allocated loan amount of the mortgage loan relating to the
               mortgaged property to which the other mortgage loan relates, plus
               a


                                     S-141



               Prepayment Premium provided that, among other conditions: (1) the
               maximum principal amount outstanding under the note securing the
               remaining mortgaged property immediately following the release is
               not greater than the lesser of (i) 65% of the fair market value
               of the remaining mortgaged property and (ii) the loan-to-value
               ratio on the origination date of the related mortgage loans, as
               determined by the lender in its sole discretion; and (2) the debt
               service coverage ratio of the remaining mortgaged properties for
               the twelve-month period immediately preceding the release after
               giving effect to the release (based on a loan constant of 7.88%)
               is the greater of (i) 1.30x and (ii) the debt service coverage
               ratio immediately prior to the release.

          Notwithstanding the above, the mortgage loans generally provide that
the related borrower may prepay the mortgage loan without Prepayment Premium or
defeasance requirements commencing one (1) to thirty-seven (37) payment dates
prior to and including the maturity date or the Anticipated Repayment Date.

          The method of calculation of any Prepayment Premium or Yield
Maintenance Charge will vary for any mortgage loan as presented in "Appendix II
- Certain Characteristics of the Mortgage Loans."

          In addition, certain mortgage loans provide for the release, without
prepayment or defeasance, of outparcels or other portions of the related
mortgaged property that were given no value or minimal value in the underwriting
process, subject to the satisfaction of certain conditions. In addition, certain
of the mortgage loans may permit the related borrower to substitute collateral
under certain circumstances.

          See the footnotes to Appendix II attached to this prospectus
supplement for more details concerning certain of the foregoing provisions
including the method of calculation of any Prepayment Premium or Yield
Maintenance Charge which will vary for any mortgage loan.

Non-Recourse Obligations

          The mortgage loans are generally non-recourse obligations of the
related borrowers and, upon any such borrower's default in the payment of any
amount due under the related mortgage loan, the holder of a non-recourse
mortgage loan may look only to the related mortgaged property for satisfaction
of the borrower's obligations. In those cases where the loan documents permit
recourse to the borrower or a guarantor for some or all of the amounts due under
such mortgage loan, we have not evaluated the financial condition of any such
person, and prospective investors should thus consider all of the mortgage loans
to be non-recourse. None of the mortgage loans is insured or guaranteed by any
seller or any of their affiliates, the United States, any government entity or
instrumentality, mortgage insurer or any other person.

"Due-on-Sale" and "Due-on-Encumbrance" Provisions

          The mortgages generally contain due-on-sale and due-on-encumbrance
clauses that permit the holder of the mortgage to accelerate the maturity of the
related mortgage loan, any Serviced Companion Mortgage Loan or any B Note if the
borrower sells or otherwise transfers or encumbers the related mortgaged
property or that prohibit the borrower from doing so without the consent of the
holder of the mortgage. However, the mortgage loans, any Serviced Companion
Mortgage Loan and any B Note generally permit transfers of the related mortgaged
property, subject to reasonable approval of the proposed transferee by the
holder of the mortgage, payment of an assumption fee, which may be waived by the
master servicer or the special servicer, as the case may be, or, if collected,
will be paid to the master servicer or the special servicer as additional
servicing compensation, and certain other conditions.

          In addition, some of the mortgage loans, any Serviced Companion
Mortgage Loans and any B Notes permit the borrower to transfer the related
mortgaged property or interests in the borrower to an affiliate or subsidiary of
the borrower, or an entity of which the borrower is the controlling beneficial
owner, or other unrelated parties, upon the satisfaction of certain limited
conditions set forth in the applicable mortgage loan, Serviced Companion
Mortgage Loan or B Note documents and/or as determined by the master servicer.
The master servicer or the special servicer, as the case may be, will determine,
in a manner consistent with the Servicing Standard, whether to exercise any
right it may have under any such clause to accelerate payment of the related
mortgage loan, Serviced Companion


                                     S-142



Mortgage Loan or B Note upon, or to withhold its consent to, any transfer or
further encumbrance of the related mortgaged property in accordance with the
Pooling and Servicing Agreement.

Subordinate and Other Financing

          Two (2) of the mortgage loans, representing 10.5% of the Initial Pool
Balance, currently have additional financing in place that is secured by the
mortgaged property or properties related to such mortgage loan. Mortgage Loan
No. 2 (the "225 South Sixth Street Pari Passu Loan"), having an aggregate
outstanding principal balance as of the Cut-off Date of $152,500,000,
representing 9.9% of the Initial Pool Balance, is secured by the same mortgaged
property on a pari passu basis with another note (the "225 South Sixth Street
Companion Loan"), which had an outstanding principal balance as of the Cut-off
Date of $10,000,000. In addition, the 225 South Sixth Street Pari Passu Loan has
related mezzanine financing in the original principal amount of $25,000,000,
which is secured by the equity ownership interests in the borrower but not by
the related mortgaged property. Mortgage Loan No. 36 (the "Residence Inn by
Marriott Mortgage Loan"), which had an outstanding principal balance as of the
Cut-Off Date of $8,970,350, representing 0.6% of the Initial Pool Balance, is
secured by the related mortgaged property, which also secures a second lien loan
that had an original principal balance of $5,250,000. In the case of the
Residence Inn by Marriott Mortgage Loan, the second mortgage is subject to a
subordination agreement entered into with the first mortgagee. The second
mortgagee may, after 180 days following an event of default under the applicable
loan documents, institute an action for judgment on the second note or an action
for foreclosure; however, the second mortgagee must provide prior notice to the
first mortgagee and the first mortgagee must be provided an opportunity to cure
such default. In addition, a default under the second mortgage loan constitutes
a default under the Residence Inn by Marriott Mortgage Loan.

          In addition to the foregoing, the borrower with respect to Mortgage
Loan No. 21, representing 1.0% of the Initial Pool Balance and having an
outstanding principal balance as of the Cut-Off Date of $15,000,000, has entered
into additional related mezzanine financing in the aggregate original principal
amount of $3,500,000 that is not secured by the related mortgaged property.

          In general, borrowers that have not agreed to certain special purpose
covenants in the related mortgage loan documents may have also incurred
additional financing that is not secured by the mortgaged property.

          One (1) of the mortgage loans, representing 2.9% of the Initial Pool
Balance, permits the borrower to enter into additional subordinate financing
that is secured by the mortgaged property, provided that certain DSCR and LTV
tests are satisfied as further discussed in the footnotes of Appendix II to this
prospectus supplement and also permits the owners of the borrower to enter into
additional financing that is secured by a pledge of equity interests in the
borrower.

          Two (2) of the mortgage loans, representing 0.6% of the Initial Pool
Balance, permit the related borrower to enter into additional subordinate
financing that is secured by the mortgaged property, provided that, in each
case, certain debt service coverage ratio ("DSCR") and loan-to-value ("LTV")
tests are satisfied, as further discussed in the footnotes to Appendix II to
this prospectus supplement.

          Seventeen (17) of the mortgage loans, representing 18.5% of the
Initial Pool Balance, permit the borrower to either enter into additional
subordinate financing that is not secured by the related mortgaged property,
provided that certain debt service coverage ratio and loan-to-value ratio tests
are satisfied as further discussed in the footnotes to Appendix II to this
prospectus supplement (or to retain unsecured debt existing at the time of the
origination of such loan) or permit the owners of the borrower to enter into
financing that is secured by a pledge of equity interests in the borrower.

          In general, borrowers that have not agreed to certain special purpose
covenants in the related mortgage loan documents may also be permitted to incur
additional financing that is not secured by the mortgaged property.

          In the case of some or all of the mortgage loans with existing
subordinate or mezzanine debt, the holder of the subordinate or mezzanine loan
has the right to cure certain defaults occurring on the mortgage loan and/or the
right to purchase the mortgage loan from the Trust if certain defaults on the
mortgage loan occur. The purchase


                                     S-143



price required to be paid in connection with such a purchase is generally equal
to the outstanding principal balance of the mortgage loan, together with accrued
and unpaid interest on, and all unpaid servicing expenses and Advances relating
to, the mortgage loan. Such purchase price generally does not include a Yield
Maintenance Charge or Prepayment Premium. Accordingly, such purchase (if made
prior to the maturity date or Anticipated Repayment Date) will have the effect
of a prepayment made without payment of a Yield Maintenance Charge or Prepayment
Premium.

          The specific rights of the related subordinate or mezzanine lender
with respect to any future subordinate or mezzanine debt will be specified in
the related intercreditor agreement and may include rights substantially similar
to the cure and repurchase rights described in the preceding sentence.

          For further information with respect to subordinate debt, mezzanine
debt and other financing, see Appendix II attached to this prospectus
supplement.

          We make no representation as to whether any other secured subordinate
financing currently encumbers any mortgaged property or whether a third-party
holds debt secured by a pledge of an equity ownership interest in a related
borrower. See "Legal Aspects of The Mortgage Loans--Subordinate Financing" in
the prospectus and "Risk Factors--A Borrower's Other Loans May Reduce The Cash
Flow Available To The Mortgaged Property Which May Adversely Affect Payment On
Your Certificates" in this prospectus supplement.

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

THE 461 FIFTH AVENUE MORTGAGE LOAN

Mortgage Loan No. 21 (referred to herein as the "461 Fifth Avenue Mortgage
Loan") is secured by the related mortgaged property (the "461 Fifth Avenue
Mortgage"). The 461 Fifth Avenue Mortgage Loan has an outstanding principal
balance as of the Cut-off Date of $15,000,000, representing 1.0% of the Initial
Pool Balance, and is an asset of the Trust. The 461 Fifth Avenue Mortgage Loan
currently has additional subordinated mezzanine financing (the "461 Fifth Avenue
Mezzanine Loan") in place with an original principal balance of $3,500,000 that
is not secured by the 461 Fifth Avenue Mortgage. The 461 Fifth Avenue Mezzanine
Loan is secured by a first priority perfected security interest in the ownership
interests of the related borrower under the 461 Fifth Avenue Mortgage Loan. The
461 Fifth Avenue Mezzanine Loan is not an asset of the Trust.

Rights of the Holder of 461 Fifth Avenue Mezzanine Loan. Pursuant to the terms
of an intercreditor agreement, the holder of the 461 Fifth Avenue Mezzanine Loan
has certain rights with respect to the 461 Fifth Avenue Mortgage Loan,
including, among others, the following:

Consent Rights. Under the intercreditor agreement, the consent of the holder of
the 461 Fifth Avenue Mezzanine Loan is required for the holder of the 461 Fifth
Avenue Mortgage Loan to take certain actions, including, among others, any of
the following actions or make any modifications to the 461 Fifth Avenue Mortgage
Loan documents permitting it to take certain actions, including, among others,
any of the following actions:

     o    increase the interest rate or principal amount of the 461 Fifth Avenue
          Mortgage Loan;

     o    increase in any other material respect any monetary obligations of the
          borrower under the 461 Fifth Avenue Mortgage Loan documents;

     o    shorten the scheduled maturity date of the 461 Fifth Avenue Mortgage
          Loan (except that the holder of the 461 Fifth Avenue Mortgage Loan may
          permit the borrower under the 461 Fifth Avenue Mortgage Loan to
          exercise any extension options in accordance with the terms and
          provisions of the 461 Fifth Avenue Mortgage Loan documents);


                                     S-144



     o    convert or exchange the 461 Fifth Avenue Mortgage Loan into or for any
          other indebtedness or subordinate any of the 461 Fifth Avenue Mortgage
          Loan to any indebtedness of the borrower under the 461 Fifth Avenue
          Mortgage Loan;

     o    provide for any additional contingent interest, additional interest or
          so-called "kicker" measured on the basis of the cash flow or
          appreciation of the 461 Fifth Avenue Mortgage;

     o    cross default the 461 Fifth Avenue Mortgage Loan with any other
          indebtedness; or

     o    otherwise increase the monetary obligations of the borrower under the
          461 Fifth Avenue Mortgage Loan if the effect would be to impair the
          ability of the borrower under the 461 Fifth Avenue Mezzanine Loan to
          pay all required debt service under the 461 Fifth Avenue Mezzanine
          Loan.

Loan Purpose

          Fifty-four (54) of the mortgage loans, representing 59.0% of the
Initial Pool Balance, were originated in connection with the borrower's
acquisition of the mortgaged property that secures such mortgage loan, and
ninety-nine (99) of the mortgage loans, representing 41.0% of the Initial Pool
Balance, were originated in connection with the borrower's refinancing of a
previous mortgage loan.

Additional Collateral

          Certain of the mortgage loans have additional collateral in the form
of reserves under which monies disbursed by the originating lender or letters of
credit are reserved for specified periods and are to be released only upon the
satisfaction of certain conditions by the borrower. If the applicable borrower
does not satisfy the conditions for release of the monies or letters of credit
by the applicable release date, such monies or letters of credit may be applied
to partially repay the related mortgage loan, or may be held by the lender as
additional security for the applicable mortgage loan. Certain of these reserves
are used for items such as deferred maintenance, environmental remediation, debt
service, tenant improvements and leasing commissions and capital improvements.
For further information with respect to additional collateral, see Appendix II
attached to this prospectus supplement.

The ARD Loans

          Twelve (12) mortgage loans, representing 9.7% of the Initial Pool
Balance, provide that if the related borrower has not prepaid such mortgage loan
in full on or before its Anticipated Repayment Date, any principal outstanding
on that date will thereafter amortize more rapidly and accrue interest at the
revised rate for that mortgage loan rather than at the initial rate. In
addition, funds on deposit in lockbox accounts relating to the ARD Loan in
excess of amounts needed to pay property operating expenses and reserves will be
applied to repayment of the applicable mortgage loan resulting in a more rapid
amortization.

Cash Management Agreements/Lockboxes

          Thirty-two (32) of the mortgage loans, representing 56.2% of the
Initial Pool Balance, generally provided that rents, credit card receipts,
accounts receivables payments and other income derived from the related
mortgaged properties will be subject to a cash management/lockbox arrangement.

          Appendix II to this prospectus supplement sets forth (among other
things) the type of provisions (if any) for the establishment of a lockbox under
the terms of each mortgage loan. The following paragraphs describe each type of
provision:

          o    Hard. The related borrower is required to instruct the tenants
               and other payors to pay all rents and other revenue directly to
               an account controlled by the lockbox bank, which in general is
               the applicable servicer on behalf of the Trust. Such revenue
               generally is either (a) swept and remitted to the related
               borrower unless a default or other "trigger" event under the
               related mortgage loan documents has occurred or (b) not made
               immediately available to the related borrower, but instead is
               forwarded to a


                                     S-145



               cash management account controlled by the lockbox bank, which in
               general is the applicable servicer on behalf of the Trust and
               then applied according to the related mortgage loan documents,
               which typically contemplate application to sums payable under the
               related mortgage loan and, in certain transactions, to expenses
               at the related mortgaged property, with any excess remitted to
               the related borrower.

          o    Soft, Springing to Hard. Revenue from the related mortgaged
               property is generally paid by the tenants and other payors to the
               related borrower or the property manager and then forwarded to an
               account controlled by the lockbox bank, which in general is the
               applicable servicer on behalf of the Trust. Until the occurrence
               of certain specified "trigger" events, which typically include an
               event of default under the mortgage loan, such revenue is
               forwarded to an account controlled by the related borrower or is
               otherwise made available to the related borrower. Upon the
               occurrence of such a trigger event, the mortgage loan documents
               require the related borrower to instruct tenants and other payors
               to pay directly into an account controlled by the lockbox bank,
               which in general is the applicable servicer on behalf of the
               Trust; the revenue is then applied by the applicable servicer on
               behalf of the Trust according to the related mortgage loan
               documents.

          o    Soft. Revenue from the related mortgaged property is generally
               paid by the tenants and other payors to the related borrower or
               the property manager and forwarded to an account controlled by
               the lockbox bank, which in general is the applicable servicer on
               behalf of the Trust. The funds are then either made available to
               the related borrower or are applied by the applicable servicer on
               behalf of the Trust according to the related mortgage loan
               documents.

          o    Springing to Hard. Revenue from the related mortgaged property is
               generally paid by the tenants and other payors to the related
               borrower or property manager. Upon the occurrence of certain
               specified "trigger" events, which typically include an event of
               default under the mortgage loan, the mortgage loan documents
               contemplate establishment of a hard lockbox and require the
               related borrower to instruct tenants to pay directly into an
               account controlled by the applicable servicer on behalf of the
               Trust; the revenue is then applied by the lockbox bank, which in
               general is the applicable servicer on behalf of the Trust
               according to the related mortgage loan documents.

          o    None. Revenue from the related mortgaged property is paid to the
               related borrower and is not subject to a lockbox as of the
               origination date, and no lockbox is contemplated to be
               established during the mortgage loan term.

          In connection with any hard lockbox, income deposited directly into
the related lockbox account may not include amounts paid in cash that are paid
directly to the related property manager, notwithstanding requirements to the
contrary. Furthermore, with respect to certain multifamily and hospitality
properties, cash or "over-the-counter" receipts may be deposited into the
lockbox account by the property manager. Mortgage loans whose terms call for the
establishment of a lockbox account require that the amounts paid to the property
manager will be deposited into the applicable lockbox account on a regular
basis. Lockbox accounts will not be assets of the Trust.

ASSESSMENTS OF PROPERTY VALUE AND CONDITION

Appraisals

          In connection with the origination or securitization of each of the
mortgage loans, the related mortgaged property was appraised by an independent
appraiser that, generally, was a Member of the Appraisal Institute. Each such
appraisal complied, or the appraiser certified that it complied, with the real
estate appraisal regulations issued jointly by the federal bank regulatory
agencies under the Financial Institutions Reform, Recovery, and Enforcement Act
of 1989, as amended. In general, those appraisals represent the analysis and
opinion of the person performing the appraisal and are not guarantees of, and
may not be indicative of, present or future value. There can be no assurance
that another person would not have arrived at a different valuation, even if
such person used the same general approach to and same method of valuing the
property. Moreover, such appraisals sought to establish the amount of typically
motivated buyer would pay a typically motivated seller. Such amount could be
significantly


                                     S-146



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.

Environmental Assessments

          An environmental site assessment was performed with respect to each
mortgaged property except for mortgaged properties securing mortgage loans that
are the subject of a secured creditor impaired property policy that we describe
below under "--Environmental Insurance" generally within the twelve-month period
preceding the origination or securitization of the related mortgage loan. In all
cases, the environmental site assessment was a "Phase I" environmental
assessment, generally performed in accordance with industry practice. In some
cases, a "Phase II" environmental site assessment was also performed. In
general, the environmental assessments contained no recommendations for further
significant environmental remediation efforts which, if not undertaken, would
have a material adverse effect on the interests of the certificate holders.
However, in certain cases, the assessment disclosed the existence of or
potential for adverse environmental conditions, generally the result of the
activities of identified tenants, adjacent property owners or previous owners of
the mortgaged property. In certain of such cases, the related borrowers were
required to establish operations and maintenance plans, monitor the mortgaged
property, abate or remediate the condition and/or provide additional security
such as letters of credit, reserves or stand-alone secured creditor impaired
property policies. See "Risk Factors--Environmental Risks Relating to Specific
Mortgaged Properties May Adversely Affect Payments On Your Certificates" in this
prospectus supplement.

Property Condition Assessments

          In general, a licensed engineer, architect or consultant inspected the
related mortgaged property, in connection with the origination or securitization
of the related mortgage loan, to assess the condition of the structure, exterior
walls, roofing, interior structure and mechanical and electrical systems.
Engineering reports by licensed engineers, architects or consultants generally
were prepared, except for newly constructed properties, for the mortgaged
properties in connection with the origination or securitization of the related
mortgage loan. See "Risk Factors--Property Inspections and Engineering Reports
May Not Reflect All Conditions That Require Repair On The Property" in this
prospectus supplement. In certain cases where material deficiencies were noted
in such reports, the related borrower was required to establish reserves for
replacement or repair or to remediate the deficiency.

Seismic Review Process

          In general, the underwriting guidelines applicable to the origination
of the mortgage loans required that prospective borrowers seeking loans secured
by properties located in California and areas of other states where seismic risk
is deemed material obtain a seismic engineering report of the building and,
based thereon and on certain statistical information, an estimate of probable
maximum loss ("PML"), in an earthquake scenario. Generally, any of the mortgage
loans as to which the property was estimated to have PML in excess of 20% of the
estimated replacement cost would either be subject to a lower loan-to-value
limit at origination, be conditioned on seismic upgrading (or appropriate
reserves or letter of credit for retrofitting), be conditioned on satisfactory
earthquake insurance or be declined.

Zoning and Building Code Compliance

          Each seller took steps to establish that the use and operation of the
mortgaged properties that represent security for its mortgage loans, at their
respective dates of origination, were in compliance in all material respects
with, or were legally existing non-conforming uses or structures under,
applicable zoning, land-use and similar laws and ordinances, but no assurance
can be given that such steps revealed all possible violations. Evidence of such
compliance may have been in the form of legal opinions, confirmations from
government officials, title insurance endorsements, survey endorsements,
appraisals, zoning consultants' reports 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.


                                     S-147



ENVIRONMENTAL INSURANCE

          In the case of twenty-seven (27) mortgaged properties, securing
mortgage loans representing approximately 3.5% of the Initial Pool Balance, the
related mortgage loan seller has obtained, or has the benefit of, and there will
be assigned to the Trust, a group secured creditor impaired property policy
covering selected environmental matters with respect to all those mortgage loans
as a group. None of the mortgage loans covered by this policy has a Cut-off Date
Balance in excess of approximately $4,000,000. The premium for the environmental
group policy has been or, as of the date of initial issuance of the
certificates, will be, paid in full.

          In general, the group secured creditor impaired property policy
referred to above provides coverage for the following losses, subject to the
coverage limits discussed below, and further subject to the policy's conditions
and exclusions:

          o    if during the term of the policy, a borrower defaults under its
               mortgage loan and adverse environmental conditions exist at
               levels above legal limits on the related underlying real
               property, the insurer will indemnify the insured for the
               outstanding principal balance of the related mortgage loan on the
               date of the default, together with accrued interest from the date
               of default until the date that the outstanding principal balance
               is paid;

          o    if the insured becomes legally obligated to pay as a result of a
               claim first made against the insured and reported to the insurer
               during the term of the policy, for bodily injury, property damage
               or clean-up costs resulting from adverse environmental conditions
               on, under or emanating from an underlying real property, the
               insurer will pay that claim; and

          o    if the insured enforces the related mortgage, the insurer will
               thereafter pay legally required clean-up costs for adverse
               environmental conditions at levels above legal limits which exist
               on or under the acquired underlying real property, provided that
               the appropriate party reported those conditions to the government
               in accordance with applicable law.

          The secured creditor impaired property policy does not cover adverse
environmental conditions that the insured first became aware of before the term
of the policy unless those conditions were disclosed to the insurer before the
policy was issued. However, property condition assessments or engineering
surveys were conducted for the mortgaged properties covered by the policy. If
the report disclosed the existence of material amounts of lead based paint,
asbestos containing materials or radon gas affecting such a mortgaged property,
the related borrower was required to remediate the condition before the closing
of the loan, establish a reserve from loan proceeds in an amount considered
sufficient by the mortgage loan seller or agree to establish an operations and
maintenance plan. No individual claim under the group policy may exceed
$5,000,000 and the total claims under the group policy is subject to a maximum
of $18,941,000. There is no deductible under the policy.

          The secured creditor impaired property policy requires that the
appropriate party associated with the Trust report a claim during the term of
the policy, which extends five years beyond the terms of the respective mortgage
loans.

          The secured creditor impaired property policy will be issued by
Steadfast Insurance Company, an affiliate of Zurich North America.

          In the case of two (2) mortgaged properties, securing mortgage loans
representing 0.2% of the Initial Pool Balance, the related mortgage loans have
the benefit of a stand-alone secured creditor impaired property policy which
will be assigned to the Trust and which covers selected environmental matters
with respect to the related properties.

ADDITIONAL MORTGAGE LOAN INFORMATION

          Each of the tables presented in Appendix I sets forth selected
characteristics of the Mortgage Pool presented, where applicable, as of the
Cut-off Date. For a detailed presentation of certain of the characteristics of


                                     S-148



the mortgage loans and the mortgaged properties, on an individual basis, see
Appendix II to this prospectus supplement, and for a brief summary of the ten
(10) largest mortgage loans (including crossed mortgage loans) in the Mortgage
Pool, see Appendix III to this prospectus supplement. Additional information
regarding the mortgage loans is contained (a) in this prospectus supplement
under "Risk Factors" and elsewhere in this "Description of the Mortgage Pool"
section and (b) under "Legal Aspects Of Mortgage Loans" in the prospectus.

          For purposes of the tables in Appendix I and for the information
presented in Appendix II and Appendix III:

          (1)  References to "DSCR" are references to "Debt Service Coverage
               Ratios." In general, debt service coverage ratios are used by
               income property lenders to measure the ratio of (a) Underwritable
               Cash Flow to (b) required debt service payments. However, debt
               service coverage ratios only measure the current, or recent,
               ability of a property to service mortgage debt. If a property
               does not possess a stable operating expectancy (for instance, if
               it is subject to material leases that are scheduled to expire
               during the loan term and that provide for above-market rents
               and/or that may be difficult to replace), a debt service coverage
               ratio may not be a reliable indicator of a property's ability to
               service the mortgage debt over the entire remaining loan term.
               For purposes of this prospectus supplement, including for the
               tables in Appendix I and the information presented in Appendix II
               and Appendix III, the "Debt Service Coverage Ratio" or "DSCR" for
               any mortgage loan is calculated pursuant to the definition of
               those terms under the "Glossary of Terms" in this prospectus
               supplement. For purposes of the information presented in this
               prospectus supplement, the Debt Service Coverage Ratio (unless
               otherwise indicated) reflects (i) with respect to any Serviced
               Pari Passu Mortgage Loan, the aggregate indebtedness evidenced by
               the Serviced Pari Passu Mortgage Loan and the related Serviced
               Companion Mortgage Loan, and (ii) with respect to any
               Non-Serviced Mortgage Loan, the aggregate indebtedness evidenced
               by the Non-Serviced Mortgage Loan and the related Non-Serviced
               Companion Mortgage Loan. The Debt Service Coverage Ratio
               information in this prospectus supplement with respect to any A/B
               Mortgage Loan, reflects the indebtedness under the related
               mortgage loan, but not the indebtedness on the related B Note.
               The Debt Service Coverage Ratio information in this prospectus
               supplement with respect to any mortgage loan that has
               subordinated, second lien indebtedness, reflects the indebtedness
               under the related mortgage loan, but not the subordinated, second
               lien indebtedness.

               In connection with the calculation of DSCR and loan-to-value
               ratios, in determining Underwritable 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
               commission 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
               Underwritable 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, borrower supplied "trailing-12
               months" income and/or expense information or the most recent
               operating statements or rent rolls were utilized. In some cases,
               partial year operating income data was annualized, with certain
               adjustments for items deemed not appropriate to be annualized. In
               some instances, historical expenses were inflated. For purposes
               of calculating Underwritable Cash Flow for mortgage loans where
               leases have been executed by one or more affiliates of the
               borrower, the rents under some of such leases have been adjusted
               downward to reflect market rents for similar properties if the
               rent actually paid under the lease was significantly higher than
               the market rent for similar properties.

               The Underwritable Cash Flow for residential cooperative mortgaged
               properties is based on projected net operating income at the
               mortgaged property, as determined by the appraisal obtained in
               connection with the origination of the related mortgage loan,
               assuming that the related


                                     S-149



               mortgaged property was operated as a rental property with rents
               set at prevailing market rates taking into account the presence,
               if any, of existing rent-controlled or rent-stabilized occupants,
               if any, reduced by underwritten capital expenditures, property
               operating expenses, a market-rate vacancy assumption and
               projected reserves.

               Historical operating results may not be available or were deemed
               not relevant for some of the mortgage loans which are secured by
               mortgaged properties with newly constructed improvements,
               mortgaged properties with triple net leases, mortgaged properties
               that have recently undergone substantial renovations and newly
               acquired mortgaged properties. In such cases, items of revenue
               and expense used in calculating Underwritable Cash Flow were
               generally derived from rent rolls, estimates set forth in the
               related appraisal, leases with tenants or from other
               borrower-supplied information such as estimates or budgets. No
               assurance can be given with respect to the accuracy of the
               information provided by any borrowers, or the adequacy of the
               procedures used by the applicable 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 to "DSCR Post IO Period" are references to "Debt
               Service Coverage Ratio Post IO Period." For purposes of this
               prospectus supplement, including for the tables in Appendix I and
               the information presented in Appendix II and Appendix III, the
               "Debt Service Coverage Ratio Post IO Period" or "DSCR Post IO
               Period" for any mortgage loan is calculated pursuant to the
               definition of those terms under the "Glossary of Terms" in this
               prospectus supplement. For purposes of the information presented
               in this prospectus supplement, the Debt Service Coverage Ratio
               Post IO Period (unless otherwise indicated) reflects, for
               mortgage loans that require monthly payments of interest-only for
               a certain amount of time after origination followed by monthly
               payments of principal and interest for the remaining term of the
               mortgage loan, the annualized amount of debt service that will be
               payable under the mortgage loan after the beginning of the
               amortization term of the mortgage loan.

          (3)  References in the tables to "Cut-off Date LTV" are references to
               "Cut-off Date Loan-to-Value" and references to "Balloon LTV" are
               references to "Balloon Loan-to-Value." For purposes of this
               prospectus supplement, including for the tables in Appendix I and
               the information presented in Appendix II and Appendix III, the
               "Cut-off Date LTV," "Cut-off Date Loan-to-Value," "Balloon LTV"
               or "Balloon Loan-to-Value" for any mortgage loan is calculated
               pursuant to the definition of those terms under the "Glossary of
               Terms" in this prospectus supplement. For purposes of the
               information presented in this prospectus supplement, the
               loan-to-value ratio reflects (i) with respect to any Serviced
               Pari Passu Mortgage Loan, the aggregate indebtedness evidenced by
               the Serviced Pari Passu Mortgage Loan and the related Serviced
               Companion Mortgage Loan, and (ii) with respect to any
               Non-Serviced Mortgage Loan, the aggregate indebtedness evidenced
               by the Non-Serviced Mortgage Loan and the related Non-Serviced
               Companion Mortgage Loan. The loan-to-value information in this
               prospectus supplement with respect to any A/B Mortgage Loan
               reflects the indebtedness under the related mortgage loan, but
               not the indebtedness on the related B Note. The loan-to-value
               information in this prospectus supplement with respect to any
               mortgage loan that has subordinated, second lien indebtedness,
               reflects the indebtedness under the related mortgage loan, but
               not the subordinated, second lien indebtedness.

               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."

               When information with respect to mortgaged properties is
               expressed as a percentage of the Initial Pool Balance, the
               percentages are based upon the Cut-off Date principal balances of
               the related mortgage loans or with respect to an individual
               property securing a multi-property mortgage loan,


                                     S-150



               the portions of those loan balances allocated to such properties.
               The allocated loan amount for each mortgaged property securing a
               multi-property mortgage loan is set forth on Appendix II to this
               prospectus supplement.

               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.

          (4)  References to "weighted averages" are references to averages
               weighted on the basis of the Cut-off Date Balances of the related
               mortgage loans.

          The sum in any column of any of the tables in Appendix I may not equal
the indicated total due to rounding.

          Generally, the loan documents with respect to the mortgage loans
require the borrowers to provide the related lender with quarterly and/or annual
operating statements and rent rolls.

STANDARD HAZARD INSURANCE

          The master servicer is required to use reasonable efforts, consistent
with the Servicing Standard, to cause each borrower to maintain for the related
mortgaged property all insurance required by the terms of the loan documents and
the related mortgage in the amounts set forth therein, which shall be obtained
from an insurer meeting the requirements of the applicable loan documents. This
includes a fire and hazard insurance policy with extended coverage that contains
no exclusion for damages due to acts of terrorism (subject to the provisions set
forth below). Certain mortgage loans may permit such hazard insurance policy to
be maintained by a tenant at the related mortgaged property, or may permit the
related borrower or its tenant to self-insure. The coverage of each such policy
will be in an amount, subject to a deductible customary in the related
geographic area, that is not less than the lesser of the full replacement cost
of the improvements that represent security for such mortgage loan, with no
deduction for depreciation, and the outstanding principal balance owing on such
mortgage loan, but in any event, unless otherwise specified in the applicable
mortgage or mortgage note, in an amount sufficient to avoid the application of
any coinsurance clause. The master servicer will be deemed to have satisfied the
Servicing Standard in respect of such insurance requirement if the borrower
maintains, or the master servicer has otherwise caused to be obtained, a
standard hazard insurance policy that is in compliance with the related mortgage
loan documents, and, if required by such mortgage loan documents, the borrower
pays, or the master servicer has otherwise caused to be paid, the premium
required by the related insurance provider that is necessary to avoid an
exclusion in such policy against "acts of terrorism" as defined by the Terrorism
Risk Insurance Act of 2002.

          If, on the date of origination of a mortgage loan, the portion of the
improvements on a related mortgaged property was in an area identified in the
Federal Register by the Federal Emergency Management Agency as having special
flood hazards (and such flood insurance is required by the Federal Emergency
Management Agency and has been made available), the master servicer will cause
to be maintained a flood insurance policy meeting the requirements of the
current guidelines of the Federal Insurance and Mitigation Administration in an
amount representing coverage of at least the lesser of:

          o    the outstanding principal balance of the related mortgage loan;
               and

          o    the maximum amount of such insurance available for the related
               mortgaged property, but only to the extent such mortgage loan
               permits the lender to require such coverage and such coverage
               conforms to the Servicing Standard.

          If a borrower fails to maintain such fire and hazard insurance, the
master servicer will be required to obtain such insurance and the cost of the
insurance will be a Servicing Advance made by the master servicer, subject to a
determination of recoverability. The special servicer will be required to
maintain fire and hazard insurance with extended coverage and, if applicable,
flood insurance (and other insurance required under the related mortgage) on an
REO Property (other than with respect to a Non-Serviced Mortgage Loan) in an
amount not less than the maximum amount obtainable with respect to such REO
Property and the cost of the insurance will be a Servicing


                                      S-151



Advance made by the master servicer, subject to a determination of
recoverability, provided that the special servicer shall not be required in any
event to maintain or obtain insurance coverage beyond what is reasonably
available at a cost customarily acceptable and consistent with the Servicing
Standard; provided that the special servicer will be required to maintain
insurance against property damage resulting from terrorism or similar acts if
the terms of the related mortgage loan documents and the related mortgage so
require unless the special servicer determines that (i) such insurance is not
available at any rate or (ii) such insurance is not available at commercially
reasonable rates and such hazards are not at the time commonly insured against
for properties similar to the related mortgaged property and located in or
around the region in which such related mortgaged property is located.

          In addition, the master servicer may require any borrower to maintain
other forms of insurance as the master servicer may be permitted to require
under the related mortgage, including, but not limited to, loss of rents
endorsements and comprehensive public liability insurance. The master servicer
will not require borrowers to maintain earthquake insurance unless the related
borrower is required under the terms of its mortgage loan to maintain earthquake
insurance. Any losses incurred with respect to mortgage loans due to uninsured
risks, including terrorist attacks, earthquakes, mudflows and floods, or
insufficient hazard insurance proceeds may adversely affect payments to
Certificateholders. The special servicer will have the right, but not the
obligation, at the expense of the Trust, to obtain earthquake insurance on any
mortgaged property securing a Specially Serviced Mortgage Loan and/or any REO
Property so long as such insurance is available at commercially reasonable
rates. The master servicer will not be required in any event to cause the
borrower to maintain or itself obtain insurance coverage beyond what is
available on commercially reasonable terms at a cost customarily acceptable (as
determined by the master servicer) and consistent with the Servicing Standard;
provided that the master servicer will be obligated to cause the borrower to
maintain or itself obtain insurance against property damage resulting from
terrorism or similar acts if the terms of the related mortgage loan documents
and the related mortgage so require unless the master servicer determines that
(i) such insurance is not available at any rate or (ii) such insurance is not
available at commercially reasonable rates and such hazards are not at the time
commonly insured against for properties similar to the related mortgaged
property and located in or around the region in which such related mortgaged
property is located. Notwithstanding the limitation set forth in the preceding
sentence, if the related mortgage loan documents and the related mortgage
require the borrower to maintain insurance against property damage resulting
from terrorism or similar acts, the master servicer will, prior to availing
itself of any limitation described in that sentence with respect to any mortgage
loan (or any component loan of an A/B Mortgage Loan) that has a principal
balance in excess of $2,500,000, obtain the approval or disapproval of the
special servicer and the Operating Adviser to the extent required by, and in
accordance with the procedures set forth in, the Pooling and Servicing
Agreement. The master servicer will be entitled to rely on the determination of
the special servicer made in connection with such approval or disapproval. The
special servicer will decide whether to withhold or grant such approval in
accordance with the Servicing Standard. If any such approval has not been
expressly denied within seven (7) business days of receipt by the special
servicer and Operating Adviser from the master servicer of the master servicer's
determination and analysis and all information reasonably requested thereby and
reasonably available to the master servicer in order to make an informed
decision, such approval will be deemed to have been granted. See "Risk
Factors--The Absence Of Or Inadequacy Of Insurance Coverage On The Property May
Adversely Affect Payments On Your Certificates" in this prospectus supplement.

SIGNIFICANT OBLIGORS

          Information regarding any obligor and the related mortgage loan that
constitutes 10% or more of the Initial Pool Balance is set forth in Appendix III
of this prospectus supplement.

SALE OF THE MORTGAGE LOANS

          On the Closing Date, each mortgage loan seller will sell its mortgage
loans, without recourse, to the Depositor, and the Depositor, in turn, will sell
all of the mortgage loans, without recourse and will assign the representations
and warranties made by each mortgage loan seller in respect of the mortgage
loans and the related remedies for breach of the representations and warranties
to the trustee for the benefit of the Certificateholders. In connection with
such assignments, each mortgage loan seller is required in accordance with the
related Mortgage Loan Purchase Agreement to deliver the Mortgage File, with
respect to each mortgage loan so assigned by it to the trustee or its designee.


                                      S-152



          The trustee will be required to review the documents delivered by each
mortgage loan seller with respect to its mortgage loans within 75 days following
the Closing Date, and the trustee will hold the related documents in trust.
Within 45 days following the Closing Date, pursuant to the Pooling and Servicing
Agreement, the assignments with respect to each mortgage loan and any related
assignment of rents and leases, as described in the "Glossary of Terms" under
the term "Mortgage File," are to be completed in the name of the trustee, if
delivered in blank, and submitted for recording in the real property records of
the appropriate jurisdictions at the expense of the applicable mortgage loan
seller.

          The mortgagee of record with respect to any Non-Serviced Mortgage Loan
will be the related Non-Serviced Mortgage Loan Trustee.

REPRESENTATIONS AND WARRANTIES

          In each Mortgage Loan Purchase Agreement, the related mortgage loan
seller has represented and warranted with respect to each of its mortgage loans,
subject to certain specified exceptions, as of the Closing Date or as of such
other date specifically provided in the representation and warranty, among other
things, generally to the effect that:

          (1) the information presented in the schedule of the mortgage loans
attached to the related Mortgage Loan Purchase Agreement is complete, true and
correct in all material respects;

          (2) such mortgage loan seller owns the mortgage loan free and clear of
any and all pledges, liens and/or other encumbrances;

          (3) no Scheduled Payment of principal and interest under the mortgage
loan was 30 days or more past due as of the Cut-off Date, and the mortgage loan
has not been 30 days or more delinquent in the twelve-month period immediately
preceding the Cut-off Date;

          (4) the related mortgage constitutes a valid and, subject to certain
creditors' rights exceptions, enforceable first priority mortgage lien, subject
to certain permitted encumbrances, upon the related mortgaged property;

          (5) the assignment of the related mortgage in favor of the trustee
constitutes a legal, valid and binding assignment;

          (6) the related assignment of leases establishes and creates a valid
and, subject to certain creditors' rights exceptions, enforceable first priority
lien in the related borrower's interest in all leases of the mortgaged property;

          (7) the mortgage has not been satisfied, cancelled, rescinded or
subordinated in whole or in material part, and the related mortgaged property
has not been released from the lien of such mortgage, in whole or in material
part;

          (8) except as set forth in a property inspection report prepared in
connection with the origination or securitization of the mortgage loan, the
related mortgaged property is, to the 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;

          (9) the mortgage loan seller has received no notice of the
commencement of any proceeding for the condemnation of all or any material
portion of any mortgaged property;

          (10) the related mortgaged property is covered by an American Land
Title Association, or an equivalent form of, lender's title insurance policy
that insures that the related mortgage is a valid, first priority lien on such
mortgaged property, subject only to certain permitted encumbrances;


                                     S-153



          (11) the proceeds of the mortgage loan have been fully disbursed and
there is no obligation for future advances with respect to the mortgage loan;

          (12) except in the case of the mortgage loans covered by the secured
creditor impaired property policy that we describe above, an environmental site
assessment or update of a previous assessment was performed with respect to the
mortgaged property in connection with the origination or securitization of the
related mortgage loan, a report of each such assessment (or the most recent
assessment with respect to each mortgaged property) has been delivered to the
Depositor, and such seller has no knowledge of any material and adverse
environmental condition or circumstance affecting such mortgaged property that
was not disclosed in such report;

          (13) each mortgage note, mortgage and other agreement that evidences
or secures the mortgage loan is, subject to certain creditors' rights exceptions
and other exceptions of general application, the legal, valid and binding
obligation of the maker, enforceable in accordance with its terms, and there is
no valid defense, counterclaim or right of offset or rescission available to the
related borrower with respect to such mortgage note, mortgage or other
agreement;

          (14) the related mortgaged property is, and is required pursuant to
the related mortgage to be, insured by casualty, business interruption and
liability insurance policies of a type specified in the related Mortgage Loan
Purchase Agreement;

          (15) there are no delinquent or unpaid taxes, assessments or other
outstanding charges affecting the related mortgaged property that are or may
become a lien of priority equal to or higher than the lien of the related
Mortgage;

          (16) the related borrower is not, to the mortgage loan seller's
knowledge, a debtor in any state or federal bankruptcy or insolvency proceeding;

          (17) no mortgage requires the holder of it to release all or any
material portion of the related mortgaged property from the lien of the mortgage
except upon payment in full of the mortgage loan, a defeasance of the mortgage
loan or, in certain cases, upon (a) the satisfaction of certain legal and
underwriting requirements and/or (b) except where the portion of the related
mortgaged property permitted to be released was not considered by the mortgage
loan seller to be material in underwriting the mortgage loan, the payment of a
release price and prepayment consideration in connection therewith;

          (18) to such seller's knowledge, there exists no material default,
breach, violation or event of acceleration, and no event which, with the passage
of time or the giving of notice, or both, would constitute any of the foregoing,
under the related mortgage note or mortgage in any such case to the extent the
same materially and adversely affects the value of the mortgage loan and the
related mortgaged property, other than those defaults that are covered by
certain other of the preceding representations and warranties;

          (19) the related mortgaged property consists of a fee simple estate in
real estate or, if the related mortgage encumbers the interest of a borrower as
a lessee under a ground lease of the mortgaged property (a) such ground lease or
a memorandum of the ground lease has been or will be duly recorded and (or the
related estoppel letter or lender protection agreement between the seller and
related lessor) permits the interest of the lessee under the ground lease to be
encumbered by the related mortgage; (b) the lessee's interest in such ground
lease is not subject to any liens or encumbrances superior to, or of equal
priority with, the related mortgage, other than certain permitted encumbrances;
(c) the borrower's interest in such ground lease is assignable to the Depositor
and its successors and assigns upon notice to, but without the consent of, the
lessor under the ground lease (or if it is required it will have been obtained
prior to the Closing Date); (d) such ground lease is in full force and effect
and the seller has received no notice that an event of default has occurred
under the ground lease; (e) such ground lease, or a related estoppel letter,
requires the lessor under such ground lease to give notice of any default by the
lessee to the holder of the mortgage and further provides that no notice of
termination given under such ground lease is effective against such holder
unless a copy has been delivered to such holder and the lessor has offered to
enter into a new lease with such holder on the terms that do not materially vary
from the economic terms of the ground lease; (f) the holder of the mortgage is
permitted a reasonable opportunity (including, where necessary, sufficient time
to gain possession of the


                                     S-154



interest of the lessee under such ground lease) to cure any default under such
ground lease, which is curable after the receipt of notice of any such default,
before the lessor under the ground lease may terminate such ground lease; and
(g) such ground lease has an original term (including any extension options set
forth therein) which extends not less than twenty years beyond the scheduled
maturity date of the related mortgage loan; and

          (20) the related mortgage loan documents provide that the related
borrower is responsible for the payment of all reasonable costs and expenses of
lender incurred in connection with the defeasance of such mortgage loan and the
release of the related mortgaged property, and the borrower is required to pay
all reasonable costs and expenses of lender associated with the approval of an
assumption of such mortgage loan.

REPURCHASES AND OTHER REMEDIES

          If any mortgage loan document required to be delivered to the trustee
by a mortgage loan seller with respect to its mortgage loans as described under
"--Sale of the Mortgage Loans" above has a Material Document Defect, or if there
is a Material Breach by a mortgage loan seller regarding the characteristics of
any of its mortgage loans and/or the related mortgaged properties as described
under "--Representations and Warranties" above, then such mortgage loan seller
will be obligated to cure such Material Document Defect or Material Breach in
all material respects within the applicable Permitted Cure Period.
Notwithstanding the foregoing, in the event that the payments described under
subparagraph 20 of the preceding paragraph above are insufficient to pay the
expenses associated with such defeasance or assumption of the related mortgage
loan, it shall be the sole obligation of the related mortgage loan seller to pay
an amount sufficient to pay such expenses.

          If any such Material Document Defect or Material Breach cannot be
corrected or cured in all material respects within the applicable Permitted Cure
Period, the related mortgage loan seller will be obligated, not later than the
last day of such Permitted Cure Period, to:

          o    repurchase the affected mortgage loan from the Trust at the
               Purchase Price; or

          o    at its option, if within the two-year period commencing on the
               Closing Date, replace such mortgage loan with a Qualifying
               Substitute Mortgage Loan, and pay an amount generally equal to
               the excess of the applicable Purchase Price for the mortgage loan
               to be replaced (calculated as if it were to be repurchased
               instead of replaced), over the unpaid principal balance of the
               applicable Qualifying Substitute Mortgage Loan as of the date of
               substitution, after application of all payments due on or before
               such date, whether or not received.

          The related mortgage loan seller must cure any Material Document
Defect or Material Breach within the Permitted Cure Period, provided, however,
that if such Material Document Defect or Material Breach would cause the
mortgage loan to be other than a "qualified mortgage", as defined in the Code,
then the repurchase or substitution must occur within 90 days from the date the
mortgage loan seller was notified of the defect or breach.

          The foregoing obligations of any mortgage loan seller to cure a
Material Document Defect or a Material Breach in respect of any of its mortgage
loans or the obligation of any mortgage loan seller to repurchase or replace the
defective mortgage loan, will constitute the sole remedies of the trustee and
the Certificateholders with respect to such Material Document Defect or Material
Breach; and none of us, the other mortgage loan sellers or any other person or
entity will be obligated to repurchase or replace the affected mortgage loan if
the related mortgage loan seller defaults on its obligation to do so. Each
mortgage loan seller is obligated to cure, repurchase or replace only mortgage
loans that are sold by it, and will have no obligations with respect to any
mortgage loan sold by any other mortgage loan seller.

          If (x) a mortgage loan is to be repurchased or replaced as
contemplated above (a "Defective Mortgage Loan"), (y) such Defective Mortgage
Loan is cross-collateralized and cross-defaulted with one or more other mortgage
loans ("Crossed Mortgage Loans") and (z) the applicable Document Defect or
breach does not constitute a Material Document Defect or Material Breach, as the
case may be, as to such Crossed Mortgage Loans (without regard to this
paragraph), then the applicable Document Defect or breach (as the case may be)
shall be deemed to constitute a Material Document Defect or Material Breach, as
the case may be, as to each such Crossed Mortgage


                                     S-155



Loan, and the applicable mortgage loan seller shall be obligated to repurchase
or replace each such Crossed Mortgage Loan in accordance with the provisions of
the applicable Mortgage Loan Purchase Agreement, unless, in the case of such
breach or Document Defect, (A) the applicable mortgage loan seller provides a
nondisqualification opinion to the trustee at the expense of that mortgage loan
seller and (B) both of the following conditions would be satisfied if that
mortgage loan seller were to repurchase or replace only those mortgage loans as
to which a Material Breach or Material Document Defect had occurred (without
regard to this paragraph) (the "Affected Loan(s)"): (i) the debt service
coverage ratio for all those Crossed Mortgage Loans (excluding the Affected
Loan(s)) for the four calendar quarters immediately preceding the repurchase or
replacement is not less than the lesser of (A) 0.10x below the debt service
coverage ratio for all such Crossed Mortgage Loans (including the Affected
Loans(s)) set forth in Appendix II of this prospectus supplement and (B) the
debt service coverage ratio for all such Crossed Mortgage Loans (including the
Affected Loan(s)) for the four preceding calendar quarters preceding the
repurchase or replacement, and (ii) the loan-to-value ratio for all such Crossed
Mortgage Loans (excluding the Affected Loan(s)) is not greater than the greater
of (A) the loan-to-value ratio, expressed as a whole number (taken to one
decimal place), for all such Crossed Mortgage Loans (including the Affected
Loan(s)) set forth in Appendix II of this prospectus supplement plus 10% and (B)
the loan-to-value ratio for all such Crossed Mortgage Loans (including the
Affected Loans(s)), at the time of repurchase or replacement. The determination
of the master servicer as to whether the conditions set forth above have been
satisfied shall be conclusive and binding in the absence of manifest error. The
master servicer will be entitled to cause to be delivered, or direct the
applicable mortgage loan seller to (in which case that mortgage loan seller
shall) cause to be delivered to the master servicer, an appraisal of any or all
of the related mortgaged properties for purposes of determining whether the
condition set forth in clause (ii) above has been satisfied, in each case at the
expense of that mortgage loan seller if the scope and cost of the appraisal is
approved by that mortgage loan seller (such approval not to be unreasonably
withheld).

CHANGES IN MORTGAGE POOL CHARACTERISTICS

          The description in this prospectus supplement of the Mortgage Pool and
the mortgaged properties is based upon the Mortgage Pool as expected to be
constituted at the time the offered certificates are issued. Prior to the
issuance of the offered certificates, a mortgage loan may be removed from the
Mortgage Pool if we deem such removal necessary or appropriate or if it is
prepaid. A limited number of other mortgage loans may be included in the
Mortgage Pool prior to the issuance of the offered certificates, unless
including such mortgage loans would materially alter the characteristics of the
Mortgage Pool as described in this prospectus supplement. The information
presented in this prospectus supplement is representative of the characteristics
of the Mortgage Pool as it will be constituted at the time the offered
certificates are issued, although the range of mortgage rates and maturities and
certain other characteristics of the mortgage loans in the Mortgage Pool may
vary.

MORTGAGE ELECTRONIC REGISTRATION SYSTEMS

          With respect to any Mortgage Loan for which the related assignment of
mortgage, assignment of assignment of leases, security agreements and/or UCC
financing statements have been recorded in the name of Mortgage Electronic
Registration Systems, Inc. ("MERS") or its designee, no assignment of mortgage,
assignment of assignment of leases, security agreements and/or UCC financing
statements in favor of the trustee will be required to be prepared or delivered.
Instead, the related mortgage loan seller will be required to take all actions
as are necessary to cause the trustee on behalf of the Trust to be shown as, and
the trustee will be required to take all actions necessary to confirm that the
trustee on behalf of the Trust is shown as, the owner of the related mortgage
loan on the records of MERS for purposes of the system of recording transfers of
beneficial ownership of mortgages maintained by MERS.

                         SERVICING OF THE MORTGAGE LOANS

GENERAL

          The master servicer and the special servicer, either directly or
through the Primary Servicer or sub-servicers, will be required to service and
administer the mortgage loans (other than any Non-Serviced Mortgage Loans) in
accordance with the Servicing Standard. The applicable Non-Serviced Mortgage
Loan Pooling and Servicing Agreement will exclusively govern the servicing and
administration of the related Non-Serviced Mortgage Loan Group (and all
decisions, consents, waivers, approvals and other actions on the part of the
holders of any loans


                                     S-156



in a Non-Serviced Mortgage Loan Group will be effected in accordance with the
related Non-Serviced Mortgage Loan Pooling and Servicing Agreement).
Consequently, the servicing provisions described herein, including, but not
limited to those regarding the maintenance of insurance, the enforcement of
due-on-encumbrance and due-on-sale provisions, and those regarding modification
of the mortgage loans, appraisal reductions, defaulted mortgage loans and
foreclosure procedures and the administration of accounts will not be applicable
to any Non-Serviced Mortgage Loans, the servicing and administration of which
will instead be governed by the related Non-Serviced Mortgage Loan Pooling and
Servicing Agreement. The servicing standard for any Non-Serviced Mortgage Loan
under its related Non-Serviced Mortgage Loan Pooling and Servicing Agreement is
substantially similar to the Servicing Standard under the Pooling and Servicing
Agreement.

          Each of the master servicer and the special servicer is required to
adhere to the Servicing Standard without regard to any conflict of interest that
it may have, any fees or other compensation to which it is entitled, any
relationship it may have with any borrower, and the different payment priorities
among the Classes of certificates. Each of the master servicer, the special
servicer and the Primary Servicer may become the owner or pledgee of
certificates with the same rights as each would have if it were not the master
servicer, the special servicer or the Primary Servicer, as the case may be.

          Any such interest of the master servicer, the special servicer or the
Primary Servicer in the certificates will not be taken into account when
evaluating whether actions of the master servicer, the special servicer or the
Primary Servicer are consistent with their respective obligations in accordance
with the Servicing Standard, regardless of whether such actions may have the
effect of benefiting the Class or Classes of certificates owned by the master
servicer, the special servicer or the Primary Servicer. In addition, the master
servicer or the special servicer may, under limited circumstances, lend money on
a secured or unsecured basis to, accept deposits from, and otherwise generally
engage in any kind of business or dealings with, any borrower as though the
master servicer or the special servicer were not a party to the transactions
contemplated hereby.

          On the Closing Date, the master servicer will enter into an agreement
with the Primary Servicer under which the Primary Servicer will assume many of
the servicing obligations of the master servicer presented in this section with
respect to mortgage loans sold by it or its affiliates to the Trust. The Primary
Servicer is subject to the Servicing Standard. If an Event of Default occurs in
respect of the master servicer and the master servicer is terminated, such
termination will not necessarily cause the termination of the Primary Servicer.
Notwithstanding the provisions of any primary servicing agreement or the Pooling
and Servicing Agreement, the master servicer shall remain obligated and liable
to the trustee, paying agent and the Certificateholders for servicing and
administering of the mortgage loans in accordance with the provisions of the
Pooling and Servicing Agreement to the same extent as if the master servicer was
alone servicing and administering the mortgage loans.

          Each of the master servicer, the Primary Servicer and the special
servicer is permitted to enter into a sub-servicing agreement and any such
sub-servicer will receive a fee for the services specified in such sub-servicing
agreement; provided that none of the master servicer, the Primary Servicer or
the special servicer may appoint a sub-servicer after the Closing Date without
the Depositor's prior consent to the extent set forth in the Pooling and
Servicing Agreement, which consent may not be unreasonably withheld. However,
any subservicing is subject to various conditions set forth in the Pooling and
Servicing Agreement including the requirement that the master servicer, the
special servicer or the Primary Servicer, as the case may be, will remain liable
for its servicing obligations under the Pooling and Servicing Agreement. The
master servicer or the special servicer, as the case may be, will be required to
pay any servicing compensation due to any sub-servicer out of its own funds.

          The master servicer or special servicer may resign from the
obligations and duties imposed on it under the Pooling and Servicing Agreement,
upon 30 days notice to the trustee, provided that:

          o    a successor master servicer or special servicer is available, has
               a net worth of at least $15,000,000 and is willing to assume the
               obligations of the master servicer or special servicer, and
               accepts appointment as successor master servicer or special
               servicer, on substantially the same terms and conditions, and for
               not more than equivalent compensation and, in the case of the
               special servicer, is reasonably acceptable to the Operating
               Adviser, the Depositor and the trustee;


                                     S-157



          o    the master servicer or special servicer bears all costs
               associated with its resignation and the transfer of servicing;
               and

          o    the Rating Agencies have confirmed in writing that such servicing
               transfer will not result in a withdrawal, downgrade or
               qualification of the then current ratings on the certificates.

          Furthermore, the master servicer or special servicer may resign if it
determines that its duties are no longer permissible under applicable law or are
in material conflict by reason of applicable law with any other activities
carried on by it. A resignation of the master servicer will not affect the
rights and obligations of the Primary Servicer to continue to act as primary
servicer. If the master servicer ceases to serve as such and shall not have been
replaced by a qualified successor, the trustee or an agent of the trustee will
assume the master servicer's duties and obligations under the Pooling and
Servicing Agreement. If the special servicer shall cease to serve as such and a
qualified successor shall not have been engaged, the trustee or an agent will
assume the duties and obligations of the special servicer. In the event the
trustee or any agent of the trustee assumes the duties and obligations of the
master servicer or special servicer under such circumstances, the trustee will
be permitted to resign as master servicer or special servicer notwithstanding
the first sentence of this paragraph if it has been replaced by a qualified
successor pursuant to the terms of the Pooling and Servicing Agreement.

          The relationship of each of the master servicer and the special
servicer to the trustee is intended to be that of an independent contractor and
not that of a joint venturer, partner or agent.

          The master servicer will have no responsibility for the performance by
the special servicer, to the extent they are different entities, of its duties
under the Pooling and Servicing Agreement, and the special servicer will have no
responsibility for the performance by the master servicer of its duties under
the Pooling and Servicing Agreement.

          The master servicer initially will be responsible for servicing and
administering the entire pool of mortgage loans other than the Non-Serviced
Mortgage Loans. The special servicer will be responsible for servicing and
administering any Specially Serviced Mortgage Loans other than the Non-Serviced
Mortgage Loans.

          Upon the occurrence of any of the events set forth under the
definition of the term "Specially Serviced Mortgage Loan" in the "Glossary of
Terms" in this prospectus supplement (generally regarded as "Servicing Transfer
Events"), the master servicer will be required to transfer its principal
servicing responsibilities with respect to a Specially Serviced Mortgage Loan to
the special servicer in accordance with the procedures set forth in the Pooling
and Servicing Agreement. Notwithstanding such transfer, the master servicer will
continue to receive any payments on such mortgage loan, including amounts
collected by the special servicer, to make selected calculations with respect to
such mortgage loan, and to make remittances to the paying agent and prepare
reports for the trustee and the paying agent with respect to such mortgage loan.
If title to the related mortgaged property is acquired by the Trust, whether
through foreclosure, deed in lieu of foreclosure or otherwise, the special
servicer will be responsible for the operation and management of the property
and such loan will be considered a Specially Serviced Mortgage Loan. The special
servicing transfer events for any Non-Serviced Mortgage Loan under its related
Non-Serviced Mortgage Loan Pooling and Servicing Agreement are substantially
similar to the events set forth under the definition of the term "Specially
Serviced Mortgage Loan" in the "Glossary of Terms" to this prospectus
supplement.

          A Specially Serviced Mortgage Loan can become a Rehabilitated Mortgage
Loan to which the master servicer will re-assume all servicing responsibilities.

          The master servicer and the special servicer will, in general, each be
required to pay all ordinary expenses incurred by it in connection with its
servicing activities under the Pooling and Servicing Agreement and will not be
entitled to reimbursement therefor except as expressly provided in the Pooling
and Servicing Agreement. See "Description of the Offered
Certificates--Advances--Servicing Advances" in this prospectus supplement.

          The Primary Servicer, the master servicer and the special servicer and
any director, officer, employee or agent of any of them will be entitled to
indemnification from the Trust out of collections on, and other proceeds of,


                                     S-158



the mortgage loans (and, if and to the extent that the matter relates to a
Serviced Companion Mortgage Loan or B Note, out of collections on, and other
proceeds of, the Serviced Companion Mortgage Loan or B Note) against any loss,
liability, or expense incurred in connection with any legal action relating to
the Pooling and Servicing Agreement, the mortgage loans, any Serviced Companion
Mortgage Loan, any B Note or the certificates other than any loss, liability or
expense incurred by reason of the Primary Servicer's, master servicer's or
special servicer's willful misfeasance, bad faith or negligence in the
performance of their duties under the Pooling and Servicing Agreement.

          The Non-Serviced Mortgage Loan Pooling and Servicing Agreements
generally require the consent of the trustee, as holder of the Non-Serviced
Mortgage Loans, to certain amendments to that agreement that would adversely
affect the rights of the trustee in that capacity.

SERVICING OF THE 225 SOUTH SIXTH STREET LOAN GROUP

THE 225 SOUTH SIXTH STREET PARI PASSU LOAN

          Mortgage Loan No. 2 (referred to herein as the "225 South Sixth Street
Pari Passu Loan") is secured by the related mortgaged property (the "225 South
Sixth Street Mortgage"). The 225 South Sixth Street Pari Passu Loan has an
outstanding principal balance as of the Cut-off Date of $152,500,000,
representing 9.9% of the Initial Pool Balance, and is an asset of the Trust. The
225 South Sixth Street Pari Passu Loan is secured by the same mortgaged property
on a pari passu basis with another note (the "225 South Sixth Street Companion
Loan", and together with the 225 South Sixth Street Pari Passu Loan, the "225
South Sixth Street Loan Group") that had an outstanding principal balance as of
the Cut-Off Date of $10,000,000.

          General. The holders of the 225 South Sixth Street Loan Group have
entered into an intercreditor agreement, which generally provides (among other
things) for the following:

          o    the loans comprising the 225 South Sixth Street Loan Group are of
               equal priority with each other and no portion of any of them will
               have priority or preference over the other;

          o    the Pooling and Servicing Agreement and the related intercreditor
               agreement will exclusively govern the servicing and
               administration of the 225 South Sixth Street Loan Group (and all
               decisions, consents, waivers, approvals and other actions on the
               part of the holders of the 225 South Sixth Street Loan Group will
               be effected in accordance with the Pooling and Servicing
               Agreement) and the trustee (or the master servicer or special
               servicer on its behalf) has the exclusive right to exercise
               remedies with respect to the 225 South Sixth Street Loan Group,
               including, without limitation, seeking foreclosure;

          o    the Controlling Class representative appointed pursuant to the
               Pooling and Servicing Agreement will act as controlling class
               representative with respect to the 225 South Sixth Street Loan
               Group and have all rights with respect to the 225 South Sixth
               Street Loan Group set forth in the Pooling and Servicing
               Agreement;

          o    all payments, proceeds and other recoveries on or in respect of
               the 225 South Sixth Street Pari Passu Loan and/or the 225 South
               Sixth Street Companion Loan (in each case, subject to the rights
               of the master servicer, the special servicer, the Depositor or
               the trustee to payments and reimbursements pursuant to and in
               accordance with the terms of the Pooling and Servicing Agreement)
               will be applied to the loans comprising the 225 South Sixth
               Street Loan Group on a pari passu basis according to their
               respective outstanding principal balances; and

          o    the 225 South Sixth Street Companion Loan may be sold or
               transferred at any time; the transfer of the ownership of the 225
               South Sixth Street Companion Loan to any person or entity is
               generally prohibited other than to (i) institutional lenders,
               investment funds, and affiliates thereof that satisfy minimum net
               worth and experience requirements and (ii) trusts or other
               entities established to acquire mortgage loans and issue
               securities backed by and payable from the proceeds of such loans.


                                     S-159



          Fair Value Purchase Option. Under the Pooling and Servicing Agreement,
if the 225 South Sixth Street Pari Passu Loan is subject to a fair value
purchase option as described below under "--Sale of Defaulted Mortgage Loans",
then any holder of that option, in connection with the exercise of such option,
will also be required to purchase the 225 South Sixth Street Companion Loan at
the purchase price determined by the special servicer.

          Consent Rights of the Holder of the 225 South Sixth Street Companion
Loan. The holder of the 225 South Sixth Street Companion Loan has certain
consultation rights with respect to the 225 South Sixth Street Loan Group and
the related mortgaged property under the Pooling and Servicing Agreement and
related intercreditor agreement. The holder of the 225 South Sixth Street
Companion Loan has two periods, each consisting of 5 business days, to consult
with the special servicer, after which, if no agreement is reached, the special
servicer will be entitled to take such action as is consistent with the
Servicing Standard.

          The parent of the borrower under the 225 South Sixth Street Loan Group
also has additional subordinated mezzanine financing (the "225 South Sixth
Street Mezzanine Loan") in place with an original principal balance of
$25,000,000 that is not secured by the 225 South Sixth Street mortgaged
property. The 225 South Sixth Street Mezzanine Loan is secured by a first
priority perfected security interest in the ownership interests of the related
borrower under the 225 South Sixth Street Loan Group. The 225 South Sixth Street
Mezzanine Loan is not an asset of the Trust.

          Rights of the Holder of 225 South Sixth Street Mezzanine Loan.
Pursuant to the terms of an intercreditor agreement, the holder of the 225 South
Sixth Street Mezzanine Loan has certain rights with respect to the 225 South
Sixth Street Loan Group, including, among others, the following:

          Option to Cure Defaults Under the 225 South Sixth Street Loan Group.
The holder of the 225 South Sixth Street Mezzanine Loan has the right to cure
monetary events of default with respect to the 225 South Sixth Street Loan
Group, within 5 business days of receipt by the holder of the 225 South Sixth
Street Mezzanine Loan of notice of the monetary event of default. Generally, the
holder of the 225 South Sixth Street Mezzanine Loan may not cure a monetary
event of default with respect to monthly scheduled debt service payments on the
225 South Sixth Street Loan Group for more than six consecutive months. If the
default is of a non-monetary nature, the holder of the 225 South Sixth Street
Mezzanine Loan shall have the same period of time as the 225 South Sixth Street
Loan Group borrower to cure such non-monetary default, provided, however that if
such non-monetary default is susceptible to cure but cannot reasonably be cured
within such period and if curative action was promptly commenced and is being
diligently pursued by the holder of the 225 South Sixth Street Mezzanine Loan,
then such holder shall be given an additional period of time as is reasonably
necessary in the exercise of due diligence to cure such non-monetary default, so
long as it meets certain conditions set forth in the related intercreditor
agreement.

          Option to Purchase the 225 South Sixth Street Loan Group. If (a) the
225 South Sixth Street Loan Group has been accelerated or (b) any proceeding to
foreclose or otherwise enforce the 225 South Sixth Street Mortgage or other
security for the 225 South Sixth Street Loan Group has been commenced, upon ten
business days prior written notice, the holder of the 225 South Sixth Street
Mezzanine Loan has the right to purchase, in whole but not in part, the 225
South Sixth Street Loan Group for a price equal to the outstanding principal
balance of the 225 South Sixth Street Loan Group, plus accrued and unpaid
interest on the 225 South Sixth Street Loan Group, plus any advances made by the
holders of the 225 South Sixth Street Loan Group, plus any interest charged by
the holders of the 225 South Sixth Street Loan Group on any advances for monthly
payments of principal and/or interest on the 225 South Sixth Street Loan Group
and/or on any advances, and any prepayment fees or premiums that would be due if
the related borrower were prepaying the 225 South Sixth Street Loan Group at the
time of such purchase and all other costs and expenses (including legal fees and
expenses and special servicing fees) actually incurred by the holders of the 225
South Sixth Street Loan Group in enforcing the terms of the related 225 South
Sixth Street Loan Group documents and a liquidation fee if the 225 South Sixth
Street Loan Group is purchased 60 or more days after such 225 South Sixth Street
Loan Group becomes a specially serviced mortgage loan. The foregoing option to
purchase the 225 South Sixth Street Loan Group automatically terminates upon a
transfer of the mortgaged property by foreclosure sale, sale by power of sale or
delivery of a deed in lieu of foreclosure.

          Consent Rights. Under the intercreditor agreement, the consent of the
holder of the 225 South Sixth Street Mezzanine Loan is required for the holders
of the 225 South Sixth Street Loan Group to take any of the following


                                     S-160



actions or make any modifications to the 225 South Sixth Street Loan Group
documents permitting it to take any of the following actions:

          o    increase the interest rate or principal amount of the 225 South
               Sixth Street Loan Group except for increases in principal to
               cover workout costs (including closing costs in connection
               therewith) and protective advances made by the holders of the 225
               South Sixth Street Loan Group;

          o    increase in any other material respect any monetary obligations
               of the borrower under the 225 South Sixth Street Loan Group
               documents;

          o    shorten the scheduled maturity date of the 225 South Sixth Street
               Loan Group (other than by acceleration of the 225 South Sixth
               Street Loan Group pursuant to the 225 South Sixth Street Loan
               Group documents);

          o    convert or exchange the 225 South Sixth Street Loan Group into or
               for any other indebtedness or subordinate any of the 225 South
               Sixth Street Loan Group to any indebtedness of the borrower under
               the 225 South Sixth Street Loan Group;

          o    permit the holders of the 225 South Sixth Street Loan Group to
               accept a grant of any lien on or security interest in any
               collateral or property of the borrower under the 225 South Sixth
               Street Loan Group or any other person not originally granted or
               contemplated to be granted a lien or security interest under the
               225 South Sixth Street Loan Group documents;

          o    modify or amend the terms and provisions of the 225 South Sixth
               Street Loan Group cash management agreement with respect to the
               amount, manner, timing and method (including priority of
               payments) of the application of payments under the 225 South
               Sixth Street Loan Group documents or the 225 South Sixth Street
               Mezzanine Loan documents;

          o    cross-default the 225 South Sixth Street Loan Group with any
               other indebtedness;

          o    permit the holders of the 225 South Sixth Street Loan Group to
               obtain any equity interest in the borrower under the 225 South
               Sixth Street Loan Group or the borrower under 225 South Sixth
               Street Mezzanine Loan, or any contingent interest, additional
               interest or so-called "kicker" measured on the basis of the cash
               flow or appreciation of the 225 South Sixth Street Mortgage;

          o    spread the lien of the 225 South Sixth Street Loan Group to
               encumber additional real property;

          o    extend the period during which voluntary prepayments are
               prohibited or impose any prepayment fee or premium or Yield
               Maintenance Charge in connection with a prepayment of the 225
               South Sixth Street Loan Group when none is now required under the
               225 South Sixth Street Loan Group documents or after the current
               maturity date of the 225 South Sixth Street Loan Group or
               increase the amount of such prepayment fee, premium or Yield
               Maintenance Charge;

          o    result in the termination of, or increase the required strike
               price with respect to any interest rate protection agreement
               required under the 225 South Sixth Street Loan Group documents or
               modify or amend the requirements of the 225 South Sixth Street
               Loan Group documents relating to any interest rate protection
               agreement;

          o    modify or amend the definition of "Event of Default" under the
               225 South Sixth Street Loan Group documents;

          o    modify or amend the provisions of the 225 South Sixth Street Loan
               Group documents limiting transfers of interests (direct or
               indirect) in the borrower under the 225 South Sixth Street Loan
               Group or the 225 South Sixth Street Mortgage;


                                     S-161



          o    modify the provisions of the 225 South Sixth Street Loan Group
               documents relating to the establishment of reserve accounts and
               the amounts to be deposited into such accounts; or

          o    release any collateral for the 225 South Sixth Street Loan Group;

provided, however, in no event shall the holders of the 225 South Sixth Street
Loan Group be obligated to obtain consent from the holder of the 225 South Sixth
Street Mezzanine Loan to any of the modifications listed above in the case of a
work-out or other surrender, compromise, release, renewal, or indulgence
relating to the 225 South Sixth Street Loan Group following the occurrence of an
event of default under the 225 South Sixth Street Loan Group, except that under
no condition shall the holders of the 225 South Sixth Street Loan Group commit
the following actions without written consent of the holder of the 225 South
Sixth Street Mezzanine Loan:

          o    increase the principal amount of the 225 South Sixth Street Loan
               Group except for increases in principal to cover workout costs
               (including closing costs in connection therewith) and protective
               advances made by such holders of the 225 South Sixth Street Loan
               Group; or

          o    extend the period during which voluntary prepayments are
               prohibited or impose any prepayment fee or premium or Yield
               Maintenance Charge in connection with a prepayment of the 225
               South Sixth Street Loan Group when none is now required under the
               225 South Sixth Street Loan Group documents or after the current
               maturity date of the 225 South Sixth Street Loan Group or
               increase the amount of such prepayment fee, premium or Yield
               Maintenance Charge.

          Notwithstanding the foregoing, the holders of the 225 South Sixth
Street Loan Group shall not commit any of the other actions enumerated above if
the holder of the 225 South Sixth Street Mezzanine Loan has cured or is in the
process of curing any such event of default (and with respect to non-monetary
events of default that it is not capable of curing, such events of defaults will
not materially adversely affect the 225 South Sixth Street Mortgage or the cash
flow and the holder of the 225 South Sixth Mezzanine Loan is diligently pursuing
its remedies to acquire the equity in the borrower).

THE MASTER SERVICER

Master Servicer Compensation

          The master servicer will be entitled to a Master Servicing Fee equal
to the Master Servicing Fee Rate applied to the outstanding Scheduled Principal
Balance of each mortgage loan, including REO Properties. The master servicer
will be entitled to retain as additional servicing compensation all investment
income earned on amounts on deposit in the Certificate Account and interest on
escrow accounts if permitted by the related loan documents, and--in each case to
the extent not payable to the special servicer or any sub-servicer or Primary
Servicer as provided in the Pooling and Servicing Agreement or any primary or
sub-servicing agreement--late payment charges, assumption fees, modification
fees, extension fees, defeasance fees and default interest payable at a rate
above the related mortgage rate, provided that late payment charges and default
interest will only be payable to the extent that they are not required to be
used to pay interest accrued on any Advances pursuant to the terms of the
Pooling and Servicing Agreement.

          The related Master Servicing Fee and certain other compensation
payable to the Master Servicer will be reduced, on each Distribution Date by the
amount, if any, of any Compensating Interest Payment required to be made by the
master servicer on such Distribution Date. Any Net Aggregate Prepayment Interest
Shortfall will be allocated as presented under "Description of the Offered
Certificates--Distributions--Prepayment Interest Shortfalls and Prepayment
Interest Excesses" in this prospectus supplement. If Prepayment Interest
Excesses for all mortgage loans other than Specially Serviced Mortgage Loans
exceed Prepayment Interest Shortfalls for such mortgage loans as of any
Distribution Date, such excess amount will be payable to the master servicer as
additional servicing compensation.


                                     S-162



          In addition, the master servicer will be entitled to 50% of all
assumption fees received in connection with any mortgage loans which are not
Specially Serviced Mortgage Loans. The special servicer will generally be
entitled to approve assumptions.

          In the event that Wells Fargo resigns or is no longer master servicer
for any reason, Wells Fargo will continue to have the right to receive its
portion of the Excess Servicing Fee. Any successor servicer will receive the
Master Servicing Fee as compensation.

EVENTS OF DEFAULT

          If an Event of Default described under the third, fourth, eighth,
ninth or tenth bullet or the last paragraph under the definition of "Event of
Default" under the "Glossary of Terms" has occurred, the obligations and
responsibilities of the master servicer under the Pooling and Servicing
Agreement will terminate on the date which is 60 days following the date on
which the trustee or the Depositor gives written notice to the master servicer
that the master servicer is terminated. If an event of default described under
the first, second, fifth, sixth or seventh bullet under the definition of "Event
of Default" under the "Glossary of Terms" has occurred, the obligations and
responsibilities of the master servicer under the Pooling and Servicing
Agreement will terminate immediately upon the date which the trustee or the
Depositor gives written notice to the master servicer that the master servicer
is terminated. After any Event of Default, the trustee may elect to terminate
the master servicer by providing such notice, and shall provide such notice if
holders of certificates representing more than 25% of the Certificate Balance of
all certificates so direct the trustee. Notwithstanding the foregoing, and in
accordance with the Pooling and Servicing Agreement, if the Event of Default
occurs primarily by reason of the occurrence of a default of the Primary
Servicer under the primary servicing agreement, then the initial master servicer
shall have the right to require that any successor master servicer enter into a
primary servicing agreement with the initial master servicer with respect to all
the mortgage loans as to which the primary servicing default occurred.

          The events of default under any Non-Serviced Mortgage Loan Pooling and
Servicing Agreement, and the effect of such defaults in respect of the master
servicer thereunder, are substantially similar to the Events of Default and
termination provisions set forth above.

          Upon termination of the master servicer under the Pooling and
Servicing Agreement, all authority, power and rights of the master servicer
under the Pooling and Servicing Agreement, whether with respect to the mortgage
loans or otherwise, shall terminate except for any rights related to
indemnification, unpaid servicing compensation or unreimbursed Advances and
related interest or its portion of the Excess Servicing Fee, provided that in no
event shall the termination of the master servicer be effective until a
successor servicer shall have succeeded the master servicer as successor
servicer, subject to approval by the Rating Agencies, notified the master
servicer of such designation, and such successor servicer shall have assumed the
master servicer's obligations and responsibilities with respect to the mortgage
loans as set forth in the Pooling and Servicing Agreement. The trustee may not
succeed the master servicer as servicer until and unless it has satisfied the
provisions specified in the Pooling and Servicing Agreement. However, if the
master servicer is terminated as a result of an Event of Default described under
the fifth, sixth or seventh bullet under the definition of "Event of Default"
under the "Glossary of Terms", the trustee shall act as successor servicer
immediately and shall use commercially reasonable efforts to either satisfy the
conditions specified in the Pooling and Servicing Agreement or transfer the
duties of the master servicer to a successor servicer who has satisfied such
conditions. Pursuant to the Pooling and Servicing Agreement, a successor master
servicer must (i) be a servicer to which the Rating Agencies have confirmed in
writing that the transfer of servicing will not result in a withdrawal,
downgrade or qualification of the then current ratings on the Certificates and
(ii) if it is a master servicer, assume the obligations under the primary
servicing agreements entered into by the predecessor master servicer. If any
master servicer is terminated based upon an Event of Default related to a Rating
Agency downgrade or its failure to remain on an approved servicer list of any
Rating Agency, then such master servicer will have the right to enter into a
sub-servicing agreement or primary servicing agreement with the applicable
successor master servicer with respect to all applicable mortgage loans that are
not then subject to a subservicing agreement or primary servicing agreement, so
long as such terminated master servicer is on the S&P Select Servicer List as a
U.S. Commercial Mortgage Servicer and the Operating Adviser has consented to
such primary servicing or subservicing arrangement.


                                     S-163



          However, if the master servicer is terminated solely due to an Event
of Default described in the eighth, ninth or tenth bullet or the last paragraph
of the definition of Event of Default, and prior to being replaced as described
in the previous paragraph the terminated master servicer provides the trustee
with the appropriate "request for proposal" material and the names of potential
bidders, the trustee will solicit good faith bids for the rights to master
service the mortgage loans in accordance with the Pooling and Servicing
Agreement (which rights will be subject to the right of the Primary Servicer to
continue as Primary Servicer in the absence of a primary servicer event of
default by the Primary Servicer). The trustee will have thirty days to sell the
rights and obligations of the master servicer under the Pooling and Servicing
Agreement to a successor servicer that meets the requirements of a master
servicer under the Pooling and Servicing Agreement, provided that the Rating
Agencies have confirmed in writing that such servicing transfer will not result
in a withdrawal, downgrade or qualification of the then current ratings on the
certificates. The termination of the master servicer will be effective when such
servicer has succeeded the master servicer, as successor servicer and such
successor servicer has assumed the master servicer's obligations and
responsibilities with respect to the mortgage loans, as set forth in an
agreement substantially in the form of the Pooling and Servicing Agreement. If a
successor master servicer is not appointed within thirty days, the master
servicer will be replaced by the trustee as described in the previous paragraph.

          The Pooling and Servicing Agreement does not provide for any successor
master servicer to receive any compensation in excess of that paid to the
predecessor master servicer. The predecessor master servicer is required to
cooperate with respect to the transfer of servicing and to pay for the expenses
of its termination and replacement if such termination is due to an Event of
Default or voluntary resignation.

THE SPECIAL SERVICER

Special Servicer Compensation

          The special servicer will be entitled to receive:

          o    a Special Servicing Fee;

          o    a Workout Fee; and

          o    a Liquidation Fee.

          The Special Servicing Fee will be payable monthly from general
collections on all the mortgage loans in the Mortgage Pool and, to the extent of
the Trust's interest in the mortgage loan, any foreclosure properties, prior to
any distribution of such collections to certificateholders. The Workout Fee with
respect to any Rehabilitated Mortgage Loan will cease to be payable if such loan
again becomes a Specially Serviced Mortgage Loan or if the related mortgaged
property becomes an REO Property; otherwise such fee is paid until maturity. If
the special servicer is terminated for any reason, it will retain the right to
receive any Workout Fees payable on mortgage loans that became Rehabilitated
Mortgage Loans while it acted as special servicer and remained Rehabilitated
Mortgage Loans at the time of such termination until such mortgage loan becomes
a Specially Serviced Mortgage Loan or until the related mortgaged property
becomes an REO Property. The successor special servicer will not be entitled to
any portion of such Workout Fees.

          The special servicer is also permitted to retain, in general,
assumption fees, modification fees, default interest and extension fees
collected on Specially Serviced Mortgage Loans, certain borrower-paid fees,
investment income earned on amounts on deposit in any accounts maintained for
REO Property collections, and other charges specified in the Pooling and
Servicing Agreement. The Special Servicing Fee, the Liquidation Fee and the
Workout Fee will be obligations of the Trust and will represent Expense Losses.
The Special Servicer Compensation will be payable in addition to the Master
Servicing Fee payable to the master servicer.

          In addition, the special servicer will be entitled to all assumption
fees received in connection with any Specially Serviced Mortgage Loan and 50% of
any other assumption fees. The special servicer will be entitled to approve
assumptions with respect to all mortgage loans. If Prepayment Interest Excesses
for all Specially Serviced


                                     S-164



Mortgage Loans exceed Prepayment Interest Shortfalls for such mortgage loans as
of any Distribution Date, such excess amount will be payable to the special
servicer as additional servicing compensation.

          As described in this prospectus supplement under "--The Operating
Adviser," the Operating Adviser will have the right to receive notification of,
advise the special servicer regarding, and consent to, certain actions of the
special servicer, subject to the limitations described in this prospectus
supplement and further set forth in the Pooling and Servicing Agreement.

          If any Non-Serviced Mortgage Loan becomes specially serviced under the
related Non-Serviced Mortgage Loan Pooling and Servicing Agreement, the
applicable Non-Serviced Mortgage Loan Special Servicer will be entitled to
compensation substantially similar in nature, but not necessarily in amount, to
that described above.

Termination of Special Servicer

          The trustee may terminate the special servicer upon a Special Servicer
Event of Default. The termination of the special servicer will be effective when
such successor special servicer has succeeded the special servicer as successor
special servicer and such successor special servicer has assumed the special
servicer's obligations and responsibilities with respect to the mortgage loans,
as set forth in an agreement substantially in the form of the Pooling and
Servicing Agreement. If a successor special servicer is not appointed within the
time periods set forth in the Pooling and Servicing Agreement, the special
servicer will be replaced by the trustee as described in the Pooling and
Servicing Agreement. The Pooling and Servicing Agreement does not provide for
any successor special servicer to receive any compensation in excess of that
paid to the predecessor special servicer. The predecessor special servicer is
required to cooperate with respect to the transfer of servicing and to pay for
the expenses of its termination and replacement, if such termination is due to a
Special Servicer Event of Default or voluntary resignation.

          The special servicer events of default under any Non-Serviced Mortgage
Loan Pooling and Servicing Agreement, and the effect of such defaults in respect
of the special servicer thereunder, are substantially similar to the Special
Servicer Events of Default and termination provisions set forth above.

          Notwithstanding anything to the contrary contained in the foregoing
paragraphs of this section, if a Special Servicer Event of Default has occurred
and is continuing with respect to the special servicer, which Special Servicer
Event of Default does not relate to any mortgage loan other than the 225 South
Sixth Street Loan Group, then the trustee under the pooling and servicing
agreement relating to the 225 South Sixth Street Companion Loan (the "Other
Pooling and Servicing Agreement") shall be entitled to direct the trustee to (a)
terminate the special servicer solely with respect to the 225 South Sixth Street
Loan Group and (b) appoint a successor special servicer that meets the
eligibility requirements of the Pooling and Servicing Agreement and the Other
Pooling and Servicing Agreement. In such event, the trustee under the Other
Pooling and Servicing Agreement shall exercise its rights set forth in the
preceding sentence at the direction of the certificateholders holding at least
25% of the certificate balance of the certificates issued under the other
securitization or the operating adviser thereunder. The replacement of the
special servicer with respect to the 225 South Sixth Street Loan Group, as
contemplated above, will in any event be subject to obtaining confirmation that
such appointment would not result in the downgrade, withdrawal or qualification
of the then current ratings on any Class of outstanding Certificates and any
certificates backed by the 225 South Sixth Street Companion Loan.

          In addition to the termination of the special servicer upon a Special
Servicer Event of Default, the Operating Adviser may direct the trustee to
remove the special servicer, subject to certain conditions, as described below.

THE OPERATING ADVISER

          An Operating Adviser appointed by the holders of a majority of the
Controlling Class will have the right to receive notification from the special
servicer in regard to certain actions and to advise the special servicer with
respect to the following actions, and the special servicer will not be permitted
to take any of the following actions as to which the Operating Adviser has
objected in writing (i) within five (5) business days of receiving notice in
respect


                                     S-165



of actions relating to non-Specially Serviced Mortgage Loans and (ii) within ten
(10) business days of receiving notice in respect of actions relating to
Specially Serviced Mortgage Loans. The special servicer will be required to
notify the Operating Adviser of, among other things:

          o    any proposed modification, amendment or waiver, or consent to a
               modification, amendment or waiver, of a Money Term of a mortgage
               loan or A/B Mortgage Loan or an extension of the original
               maturity date;

          o    any foreclosure or comparable conversion of the ownership of a
               mortgaged property;

          o    any proposed sale of a defaulted mortgage loan or A/B Mortgage
               Loan, other than in connection with the termination of the Trust
               as described in this prospectus supplement under "Description of
               the Offered Certificates--Optional Termination";

          o    any determination to bring an REO Property into compliance with
               applicable environmental laws;

          o    any release of or acceptance of substitute or additional
               collateral for a mortgage loan or A/B Mortgage Loan;

          o    any acceptance of a discounted payoff;

          o    any waiver or consent to a waiver of a "due-on-sale" or
               "due-on-encumbrance" clause;

          o    any acceptance or consent to acceptance of an assumption
               agreement releasing a borrower from liability under a mortgage
               loan or A/B Mortgage Loan;

          o    any release of collateral for a Specially Serviced Mortgage Loan
               or A/B Mortgage Loan (other than in accordance with the terms of,
               or upon satisfaction of, such mortgage loan);

          o    any franchise changes or management company changes to which the
               special servicer is required to consent;

          o    certain releases of any escrow accounts, reserve accounts or
               letters of credit; and

          o    any determination as to whether any type of property-level
               insurance is required under the terms of any mortgage loan or A/B
               Mortgage Loan, is available at commercially reasonable rates, is
               available for similar properties in the area in which the related
               mortgaged property is located or any other determination or
               exercise of discretion with respect to property-level insurance.

          In addition, subject to the satisfaction of certain conditions, the
Operating Adviser will have the right to direct the trustee to remove the
special servicer at any time, with or without cause, upon the appointment and
acceptance of such appointment by a successor special servicer appointed by the
Operating Adviser; provided that, prior to the effectiveness of any such
appointment the trustee shall have received a letter from each rating agency to
the effect that such appointment would not result in a downgrade, withdrawal or
qualification in any rating then assigned to any Class of certificates. The
Operating Adviser shall pay costs and expenses incurred in connection with the
removal and appointment of a special servicer (unless such removal is based on
certain events or circumstances specified in the Pooling and Servicing
Agreement).

          At any time, the holders of a majority of the Controlling Class may
direct the paying agent in writing to hold an election for an Operating Adviser,
which election will be held commencing as soon as practicable thereafter.

          The Operating Adviser shall be responsible for its own expenses.


                                     S-166



          We anticipate that an affiliate of the initial special servicer will
purchase certain non-offered Classes of certificates, including the Class P
Certificates (which will be the initial Controlling Class), and will be the
initial Operating Adviser.

          Except as may be set forth in the Pooling and Servicing Agreement, the
Operating Adviser will not have any rights under the applicable Non-Serviced
Mortgage Loan Pooling and Servicing Agreement (other than limited notification
rights), but the Operating Adviser or controlling party under the Non-Serviced
Mortgage Loan Pooling and Servicing Agreement (or any B Note thereunder) will
generally have similar rights to receive notification from that special servicer
in regard to certain actions and to advise the special servicer with respect to
those actions.

MORTGAGE LOAN MODIFICATIONS

          Subject to any restrictions applicable to REMICs, and to limitations
imposed by the Pooling and Servicing Agreement and any applicable intercreditor
agreement, the master servicer may amend any term (other than a Money Term) of a
mortgage loan, Serviced Companion Mortgage Loan or B Note that is not a
Specially Serviced Mortgage Loan and may extend the maturity date of any Balloon
Loan, other than a Specially Serviced Mortgage Loan, to a date not more than 60
days beyond the original maturity date.

          Subject to any restrictions applicable to REMICs, the special servicer
will be permitted to enter into a modification, waiver or amendment of the terms
of any Specially Serviced Mortgage Loan, including any modification, waiver or
amendment to:

          o    reduce the amounts owing under any Specially Serviced Mortgage
               Loan by forgiving principal, accrued interest and/or any
               Prepayment Premium or Yield Maintenance Charge;

          o    reduce the amount of the Scheduled Payment on any Specially
               Serviced Mortgage Loan, including by way of a reduction in the
               related mortgage rate;

          o    forbear in the enforcement of any right granted under any
               mortgage note or mortgage relating to a Specially Serviced
               Mortgage Loan;

          o    extend the maturity date of any Specially Serviced Mortgage Loan;
               and/or

          o    accept a Principal Prepayment during any Lock-out Period;

provided in each case that (1) the related borrower is in default with respect
to the Specially Serviced Mortgage Loan or, in the reasonable judgment of the
special servicer, such default is reasonably foreseeable, and (2) in the
reasonable judgment of the special servicer, such modification, waiver or
amendment would result in a recovery to Certificateholders equal to or exceeding
the recovery to Certificateholders (or if the related mortgage loan relates to a
Serviced Companion Mortgage Loan or B Note, equal to or exceeding the recovery
to Certificateholders and the holders of such Serviced Companion Mortgage Loan
or B Note, as a collective whole) on a net present value basis, from liquidation
as demonstrated in writing by the special servicer to the trustee and the paying
agent.

          In no event, however, will the special servicer be permitted to:

          o    extend the maturity date of a Specially Serviced Mortgage Loan
               beyond a date that is two years prior to the Rated Final
               Distribution Date or, in the case of an ARD Loan, five years
               prior to the Rated Final Distribution Date; or

          o    if the Specially Serviced Mortgage Loan is secured by a ground
               lease, extend the maturity date of such Specially Serviced
               Mortgage Loan unless the special servicer gives due consideration
               to the remaining term of such ground lease.

          Modifications that forgive principal or interest of a mortgage loan
will result in Realized Losses on such mortgage loan and such Realized Losses
will be allocated among the various Classes of certificates in the manner


                                     S-167



described under "Description of the Offered
Certificates--Distributions--Subordination; Allocation of Losses and Expenses"
in this prospectus supplement.

          The modification of a mortgage loan may tend to reduce prepayments by
avoiding liquidations and therefore may extend the weighted average life of the
certificates beyond that which might otherwise be the case. See "Yield,
Prepayment and Maturity Considerations" in this prospectus supplement.

          The provisions in any Non-Serviced Mortgage Loan Pooling and Servicing
Agreement regarding the modifications of the related Non-Serviced Mortgage Loan
are generally consistent with the terms of other comparably rated commercial
mortgage loan securitizations.

SALE OF DEFAULTED MORTGAGE LOANS

          The Pooling and Servicing Agreement grants to (a) the holder of the
certificates representing the greatest Percentage Interest in the Controlling
Class, (b) the special servicer, and (c) any mortgage loan seller with respect
to mortgage loans it originated (other than Wells Fargo Bank, National
Association), in that order, an option (the "Option") to purchase from the Trust
any defaulted mortgage loan (other than a Non-Serviced Mortgage Loan that is
subject to a comparable option under a related pooling and servicing agreement)
that is at least 60 days delinquent as to any monthly debt service payment (or
is delinquent as to its Balloon Payment). The "Option Purchase Price" for a
defaulted mortgage loan will equal the fair value of such mortgage loan, as
determined by the special servicer. The special servicer is required to
recalculate the fair value of such defaulted mortgage loan if there has been a
material change in circumstances or the special servicer has received new
information that has a material effect on value (or otherwise if the time since
the last valuation exceeds 60 days). If the Option is exercised by either the
special servicer or the holder of certificates representing the greatest
Percentage Interest in the Controlling Class or any of their affiliates then,
prior to the exercise of the Option, the trustee will be required to verify that
the Option Purchase Price equal to fair value.

          The Option is assignable to a third party by the holder of the Option,
and upon such assignment such third party shall have all of the rights granted
to the original holder of such Option. The Option will automatically terminate,
and will not be exercisable, if the mortgage loan to which it relates is no
longer delinquent, because the defaulted mortgage loan has (i) become a
Rehabilitated Mortgage Loan, (ii) been subject to a work-out arrangement, (iii)
been foreclosed upon or otherwise resolved (including by a full or discounted
pay-off), (iv) been purchased by the related mortgage loan seller pursuant to
the Pooling and Servicing Agreement or (v) been purchased by the holder of a
related B Note pursuant to a purchase option set forth in the related
intercreditor agreement.

          Additionally, each holder of a B Note may have a purchase Option with
respect to defaulted mortgage loans under the related intercreditor agreement
and the holder of the 225 South Sixth Street Mezzanine Loan has a purchase
Option with respect to the 225 South Sixth Street Pari Passu Loan to the extent
described in "Servicing of the Mortgage Loans--Servicing of the 225 South Sixth
Street Loan Group".

FORECLOSURES

          The special servicer may at any time, with notification to and consent
of the Operating Adviser (or a B Note designee, if applicable) and in accordance
with the Pooling and Servicing Agreement, institute foreclosure proceedings,
exercise any power of sale contained in any mortgage, accept a deed in lieu of
foreclosure or otherwise acquire title to a mortgaged property by operation of
law or otherwise, if such action is consistent with the Servicing Standard and a
default on the related mortgage loan has occurred but subject, in all cases, to
limitations concerning environmental matters and, in specified situations, the
receipt of an opinion of counsel relating to REMIC requirements.

          If any mortgaged property is acquired as described in the preceding
paragraph, the special servicer is required to sell the REO Property as soon as
practicable consistent with the requirement to maximize proceeds for all
certificateholders (and with respect to any Serviced Companion Mortgage Loan or
B Note, for the holders of such loans) but in no event later than three years
after the end of the year in which it was acquired (as such period may be
extended by an application to the Internal Revenue Service or following receipt
of an opinion of counsel that


                                     S-168



such extension will not result in the failure of such mortgaged property to
qualify as "foreclosure property" under the REMIC provisions of the Code), or
any applicable extension period, unless the special servicer has obtained an
extension from the Internal Revenue Service or has previously delivered to the
trustee an opinion of counsel to the effect that the holding of the REO Property
by the Trust subsequent to three years after the end of the year in which it was
acquired, or to the expiration of such extension period, will not result in the
failure of such REO Property to qualify as "foreclosure property" under the
REMIC provisions of the Code. In addition, the special servicer is required to
use its best efforts to sell any REO Property prior to the Rated Final
Distribution Date or earlier to the extent required to comply with REMIC
provisions.

          If the Trust acquires a mortgaged property by foreclosure or deed in
lieu of foreclosure upon a default of a mortgage loan, the Pooling and Servicing
Agreement provides that the special servicer, on behalf of the trustee, must
administer such mortgaged property so that it qualifies at all times as
"foreclosure property" within the meaning of Code Section 860G(a)(8). The
Pooling and Servicing Agreement also requires that any such mortgaged property
be managed and operated by an "independent contractor," within the meaning of
applicable Treasury regulations, who furnishes or renders services to the
tenants of such mortgaged property. Generally, REMIC I will not be taxable on
income received with respect to a mortgaged property to the extent that it
constitutes "rents from real property," within the meaning of Code Section
856(c)(3)(A) and Treasury regulations under the Code. "Rents from real property"
do not include the portion of any rental based on the net profits derived by any
person from such property. No determination has been made whether rent on any of
the mortgaged properties meets this requirement. "Rents from real property"
include charges for services customarily furnished or rendered in connection
with the rental of real property, whether or not the charges are separately
stated. Services furnished to the tenants of a particular building will be
considered as customary if, in the geographic market in which the building is
located, tenants in buildings which are of similar class are customarily
provided with the service. No determination has been made whether the services
furnished to the tenants of the mortgaged properties are "customary" within the
meaning of applicable regulations. It is therefore possible that a portion of
the rental income with respect to a mortgaged property owned by a Trust, would
not constitute "rents from real property," or that all of the rental income
would not so qualify if the non-customary services are not provided by an
independent contractor or a separate charge is not stated. In addition to the
foregoing, any net income from a trade or business operated or managed by an
independent contractor on a mortgaged property allocated to REMIC I, such as a
hotel, will not constitute "rents from real property." Any of the foregoing
types of income may instead constitute "net income from foreclosure property,"
which would be taxable to REMIC I at the highest marginal federal corporate rate
-- currently 35% -- and may also be subject to state or local taxes. Any such
taxes would be chargeable against the related income for purposes of determining
the amount of the proceeds available for distribution to holders of
certificates. Under the Pooling and Servicing Agreement, the special servicer is
required to determine whether the earning of such income taxable to REMIC I
would result in a greater recovery to Certificateholders on a net after-tax
basis than a different method of operation of such property. Prospective
investors are advised to consult their own tax advisers regarding the possible
imposition of REO Taxes in connection with the operation of commercial REO
Properties by REMICs.

                    MATERIAL FEDERAL INCOME TAX CONSEQUENCES

          The following discussion, when read in conjunction with the discussion
of "Federal Income Tax Consequences" in the prospectus, describes the material
federal income tax considerations for investors in the offered certificates.
However, these two discussions do not purport to deal with all federal tax
consequences applicable to all categories of investors, some of which may be
subject to special rules, and do not address state and local tax considerations.
Prospective purchasers should consult their own tax advisers in determining the
federal, state, local and any other tax consequences to them of the purchase,
ownership and disposition of the offered certificates.

GENERAL

          For United States federal income tax purposes, portions of the Trust
will be treated as "Tiered REMICs" as described in the prospectus. See "Federal
Income Tax Consequences--Tiered REMIC Structures" in the prospectus. Three
separate REMIC elections will be made with respect to designated portions of the
Trust other than that portion of the Trust consisting of the rights to Excess
Interest and the Excess Interest Sub-account (the "Excess Interest


                                     S-169



Grantor Trust"). Upon the issuance of the offered certificates, Cadwalader,
Wickersham & Taft LLP, counsel to the Depositor, will deliver its opinion
generally to the effect that, assuming:

          o    the making of proper elections;

          o    the accuracy of all representations made with respect to the
               mortgage loans;

          o    ongoing compliance with all provisions of the Pooling and
               Servicing Agreement and other related documents and no amendments
               to them;

          o    ongoing compliance with any Non-Serviced Mortgage Loan Pooling
               and Servicing Agreement and other related documents and any
               amendments to them, and the continued qualification of the REMICs
               formed under those agreements; and

          o    ongoing compliance with applicable provisions of the Code, as it
               may be amended from time to time, and applicable Treasury
               Regulations adopted under the Code;

for federal income tax purposes, (1) each of REMIC I, REMIC II and REMIC III
will qualify as a REMIC under the Code; (2) the Residual Certificates will
represent three separate classes of REMIC residual interests evidencing the sole
class of "residual interests" in each of REMIC I, REMIC II and REMIC III; (3)
the REMIC Regular Certificates (other than the beneficial interest of the Class
P Certificates in the Excess Interest) will evidence the "regular interests" in,
and will be treated as debt instruments of, REMIC III; (4) the Excess Interest
Grantor Trust will be treated as a grantor trust for federal income tax
purposes; and (5) each Class P Certificate will represent both a REMIC regular
interest and a beneficial ownership of the assets of the Excess Interest Grantor
Trust.

          The offered certificates will be REMIC Regular Certificates issued by
REMIC III. See "Federal Income Tax Consequences--Taxation of Owners of REMIC
Regular Certificates" in the prospectus for a discussion of the principal
federal income tax consequences of the purchase, ownership and disposition of
the offered certificates.

          The offered certificates will be "real estate assets" within the
meaning of Section 856(c)(4)(A) and 856(c)(5)(B) of the Code for a real estate
investment trust ("REIT") in the same proportion that the assets in the REMIC
would be so treated. In addition, interest, including original issue discount,
if any, on the offered certificates will be interest described in Section
856(c)(3)(B) of the Code for a REIT to the extent that such certificates are
treated as "real estate assets" under Section 856(c)(5)(B) of the Code. However,
if 95% or more of the REMIC's assets are real estate assets within the meaning
of Section 856(c)(5)(B), then the entire offered certificates shall be treated
as real estate assets and all interest from the offered certificates shall be
treated as interest described in Section 856(c)(3)(B). The offered certificates
will not qualify for the foregoing treatments to the extent the mortgage loans
are defeased with U.S. obligations.

          Moreover, the offered certificates will be "qualified mortgages" under
Section 860G(a)(3) of the Code if transferred to another REMIC on its start-up
day in exchange for regular or residual interests therein. Offered certificates
held by certain financial institutions will constitute "evidences of
indebtedness" within the meaning of Section 582(c)(1) of the Code.

          The offered certificates will be treated as assets described in
Section 7701(a)(19)(C)(xi) of the Code for a domestic building and loan
association generally only in the proportion that the REMIC's assets consist of
loans secured by an interest in real property that is residential real property
(including multifamily properties and manufactured housing community properties
or other loans described in Section 7701(a)(19)(C)). However, if 95% or more of
the REMIC's assets are assets described in 7701(a)(19)(C)(i) through
7701(a)(19)(C)(x), then the entire offered certificates shall be treated as
qualified property under 7701(a)(19)(C). See "Description of the Mortgage Pool"
in this prospectus supplement and "Federal Income Tax Consequences--REMICs" in
the prospectus.


                                     S-170



ORIGINAL ISSUE DISCOUNT AND PREMIUM

          We anticipate that the Class A-2, Class A-3, Class A-AB, Class A-4,
Class A-M and Class A-J Certificates will be issued at a premium and that the
Class A-1 Certificates will be issued with original issue discount for federal
income tax purposes. Whether any holder of any Class of certificates will be
treated as holding a certificate with amortizable bond premium will depend on
such Certificateholder's purchase price and the distributions remaining to be
made on such Certificate at the time of its acquisition by such
Certificateholder.

          Final regulations on the amortization of bond premium (a) do not apply
to regular interests in a REMIC such as the offered certificates and (b) state
that they are intended to create no inference concerning the amortization of
premium of such instruments. Holders of each Class of certificates issued with
amortizable bond premium should consult their tax advisers regarding the
possibility of making an election to amortize such premium. See "Federal Income
Tax Consequences--REMICs--Taxation of Owners of REMIC Regular Certificates" in
the prospectus.

          The prepayment assumption that will be used in determining the rate of
accrual of original issue discount, if any, and amortizable bond premium for
federal income tax purposes for all Classes of certificates issued by the Trust
will be a 0% CPR applied to each mortgage loan until its maturity; provided,
that any ARD Loan is assumed to prepay in full on such mortgage loan's
Anticipated Repayment Date. For a description of CPR, see "Yield, Prepayment and
Maturity Considerations" in this prospectus supplement. However, we make no
representation that the mortgage loans will not prepay during any such period or
that they will prepay at any particular rate before or during any such period.

PREPAYMENT PREMIUMS AND YIELD MAINTENANCE CHARGES

          Prepayment Premiums or Yield Maintenance Charges actually collected on
the mortgage loans will be distributed to the holders of each Class of
certificates entitled to Prepayment Premiums or Yield Maintenance Charges as
described under "Description of the Offered
Certificates--Distributions--Distributions of Prepayment Premiums and Yield
Maintenance Charges" in this prospectus supplement. It is not entirely clear
under the Code when the amount of a Prepayment Premium or Yield Maintenance
Charge should be taxed to the holders of a Class of certificates entitled to a
Prepayment Premium or Yield Maintenance Charge. For federal income tax
information reporting purposes, Prepayment Premiums or Yield Maintenance Charges
will be treated as income to the holders of a Class of certificates entitled to
Prepayment Premiums or Yield Maintenance Charges only after the master
servicer's actual receipt of a Prepayment Premium or a Yield Maintenance Charge
to which the holders of such Class of certificates is entitled under the terms
of the Pooling and Servicing Agreement, rather than including projected
Prepayment Premiums or Yield Maintenance Charges in the determination of a
Certificateholder's projected constant yield to maturity. It appears that
Prepayment Premiums or Yield Maintenance Charges are treated as ordinary income
rather than capital gain. However, the timing and characterization of such
income is not entirely clear and Certificateholders should consult their tax
advisers concerning the treatment of Prepayment Premiums or Yield Maintenance
Charges.

ADDITIONAL CONSIDERATIONS

          The special servicer is authorized, when doing so is consistent with
maximizing the Trust's net after-tax proceeds from an REO Property, to incur
taxes on the Trust in connection with the operation of such REO Property. Any
such taxes imposed on the Trust would reduce the amount distributable to the
Certificateholders. See "Servicing of the Mortgage Loans--Foreclosures" in this
prospectus supplement.

          Federal income tax information reporting duties with respect to the
offered certificates, REMIC I, REMIC II, REMIC III and the Excess Interest
Grantor Trust will be the obligation of the paying agent, and not of any master
servicer.

          For further information regarding the United States federal income tax
consequences of investing in the offered certificates, see "Federal Income Tax
Consequences--REMICs" and "State and Local Tax Considerations" in the
prospectus.


                                     S-171



                     CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS

          The following discussion summarizes certain legal aspects of mortgage
loans secured by real property in Oregon (approximately 17.0% of the Initial
Pool Balance), California (approximately 14.2% of the Initial Pool Balance) and
Minnesota (approximately 10.3% of the Initial Pool Balance) which are general in
nature. This summary does not purport to be complete and is qualified in its
entirety by reference to the applicable federal and state laws governing the
mortgage loans.

OREGON

          Mortgage loans in Oregon may be secured by either mortgages or deeds
of trust. Deeds of trust are more frequently used, since nonjudicial foreclosure
is not available with a mortgage, which can be foreclosed only judicially. Deeds
of trust may be judicially foreclosed in the same manner as a mortgage or may be
foreclosed nonjudicially by the trustee by advertisement and sale. With respect
to nonjudicial foreclosures, a notice of default and election to sell is
recorded and the sale date is set for approximately four and one-half months
from the date of the notice of default. After recording of the notice of
default, a notice of sale is prepared and served on all parties. Nonjudicial
foreclosure of a deed of trust takes approximately four and one-half months from
recording of the notice of default and election to sell. Judicial foreclosures
take six to twelve months to complete. The mortgagor may redeem any property
sold at any time within 180 days after sale by paying the purchase money, 9%
interest on the purchase price from date of sale, taxes paid by purchaser and
sums paid to prevent waste. There is no right to redemption with respect to a
nonjudicial foreclosure of a deed of trust. Deficiency judgments in mortgage
foreclosures are authorized except in cases of certain purchase money mortgages.
No deficiency judgment is authorized if a deed of trust is foreclosed
nonjudicially.

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.

MINNESOTA

          Mortgages are the customary security instrument used in Minnesota.
There are two basic forms of mortgage foreclosure in Minnesota: foreclosure by
advertisement and foreclosure by action. Voluntary foreclosure, which is similar
to a deed in lieu of foreclosure, is also available. Absent special
circumstances (such as where priority is at issue or where the mortgagee desires
a deficiency judgment), most mortgages are foreclosed by advertisement. To
foreclose by advertisement, the mortgage must contain a power of sale; no action
may be pending on the debt or any part thereof; a notice of the pendency of the
foreclosure and power of attorney to foreclose mortgage must be recorded before
the first publication of the statutory form of notice of foreclosure; and the
statutory form of notice of foreclosure must be published for at least six weeks
preceding the sheriff's sale. A foreclosure by action is conducted like any
ordinary civil suit. A judgment is entered for the amount due and the sheriff is
ordered to sell the mortgaged premises or some part thereof to satisfy the
judgment. The sale must be confirmed by the court. Foreclosure by advertisement
generally takes fifteen months: two weeks to draft the foreclosure notice and
arrange for publication, six to eight weeks to publish the notice of
foreclosure, and six or twelve months for the redemption period. Foreclosure by
action generally takes a year or more, depending on the length of the applicable
redemption period (six or twelve months) and the defenses or affirmative claims
that the


                                     S-172



mortgagor asserts in the litigation. Minnesota has an anti-deficiency statute
that limits the circumstances where a lender can obtain a deficiency judgment
against a mortgagor under certain circumstances.

CERTAIN ERISA CONSIDERATIONS

          ERISA and the Code impose restrictions on Plans that are subject to
ERISA and/or Section 4975 of the Code and on persons that are Parties in
Interest with respect to such Plans. ERISA also imposes duties on persons who
are fiduciaries of Plans subject to ERISA. 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. ERISA and Section 4975 of the
Code also prohibit certain transactions between a Plan and Parties in Interest
with respect to such Plan. Governmental plans (as defined in Section 3(32) of
ERISA) and most non-U.S. plans as described by Section 4(b)(4) of ERISA are not
subject to the restrictions of ERISA and the Code. However, such plans may be
subject to similar provisions of applicable federal, state or local law.

PLAN ASSETS AND PROHIBITED TRANSACTIONS

          Under Section 3(42) of ERISA and the U.S. Department of Labor ("DOL")
regulation located at 29 C.F.R. Section 2510.3-101, as a general rule, the
underlying assets and properties of corporations, partnerships, trusts and
certain other entities in which a Plan makes an "equity" investment will be
deemed for certain purposes, including the prohibited transaction provisions of
ERISA and Section 4975 of the Code, to be assets of the investing Plan unless
certain exceptions apply. If the assets of the Trust were deemed to constitute
Plan assets by reason of a Plan's investment in certificates, such Plan asset
would include an undivided interest in the mortgage loans and any other assets
of the Trust. If the mortgage loans or other Trust assets constitute Plan
assets, then any party exercising management or discretionary control regarding
those assets may be deemed to be a "fiduciary" with respect to those assets, and
thus subject to the fiduciary requirements and prohibited transaction provisions
of ERISA and Section 4975 of the Code with respect to the mortgage loans and
other Trust assets.

          Affiliates of the Depositor, the Underwriters, the master servicer,
the special servicer, any party responsible for the servicing and administration
of a Non-Serviced Mortgage Loan or any related REO property and certain of their
respective affiliates might be considered or might become fiduciaries or other
Parties in Interest with respect to investing Plans. Moreover, the trustee, the
paying agent, the master servicer, the special servicer, the Operating Adviser,
any insurer, primary insurer or any other issuer of a credit support instrument
relating to the primary assets in the Trust or certain of their respective
affiliates might be considered fiduciaries or other Parties in Interest with
respect to investing Plans. In the absence of an applicable exemption,
"prohibited transactions"-- within the meaning of ERISA and Section 4975 of the
Code -- could arise if certificates were acquired by, or with "plan assets" of,
a Plan with respect to which any such person is a Party in Interest.

          In addition, an insurance company proposing to acquire or hold the
offered certificates with assets of its general account should consider the
extent to which such acquisition or holding would be subject to the requirements
of ERISA and Section 4975 of the Code under John Hancock Mutual Life Insurance
Co. v. Harris Trust and Savings Bank, 510 U.S. 86 (1993), and Section 401(c) of
ERISA, as added by the Small Business Job Protection Act of 1996, Public Law No.
104-188, and subsequent DOL and judicial guidance. See "--Insurance Company
General Accounts" below.

SPECIAL EXEMPTION APPLICABLE TO THE OFFERED CERTIFICATES

          With respect to the acquisition and holding of the offered
certificates, the DOL has granted to the Underwriters individual prohibited
transaction exemptions, which generally exempt from certain of the prohibited
transaction rules of ERISA and Section 4975 of the Code transactions relating
to:

          o    the initial purchase, the holding, and the subsequent resale by
               Plans of certificates evidencing interests in pass-through
               trusts; and


                                     S-173



          o    transactions in connection with the servicing, management and
               operation of such trusts, provided that the assets of such trusts
               consist of certain secured receivables, loans and other
               obligations that meet the conditions and requirements of the
               Exemptions.

The assets covered by the Exemptions include mortgage loans such as the mortgage
loans and fractional undivided interests in such loans.

          The Exemptions as applicable to the offered certificates (and as
modified by Prohibited Transaction Exemption 2002-41) set forth the following
five general conditions which must be satisfied for exemptive relief:

          o    the acquisition of the certificates by a Plan must be on terms,
               including the price for the certificates, that are at least as
               favorable to the Plan as they would be in an arm's-length
               transaction with an unrelated party;

          o    the certificates acquired by the Plan must have received a rating
               at the time of such acquisition that is in one of the four
               highest generic rating categories from Fitch, Moody's or S&P ;

          o    the trustee cannot be an affiliate of any member of the
               Restricted Group, other than an underwriter. The "Restricted
               Group" consists of the Underwriters, the Depositor, the master
               servicer, the special servicer, the Primary Servicer, any person
               responsible for servicing a Non-Serviced Mortgage Loan or any
               related REO property and any borrower with respect to mortgage
               loans constituting more than 5% of the aggregate unamortized
               principal balance of the mortgage loans as of the date of initial
               issuance of such Classes of certificates, or any affiliate of any
               of these parties;

          o    the sum of all payments made to the Underwriters in connection
               with the distribution of the certificates must represent not more
               than reasonable compensation for underwriting the certificates;
               the sum of all payments made to and retained by the Depositor in
               consideration of the assignment of the mortgage loans to the
               Trust must represent not more than the fair market value of such
               mortgage loans; the sum of all payments made to and retained by
               the master servicer, the special servicer, and any sub-servicer
               must represent not more than reasonable compensation for such
               person's services under the Pooling and Servicing Agreement or
               other relevant servicing agreement and reimbursement of such
               person's reasonable expenses in connection therewith; and

          o    the Plan investing in the certificates must be an "accredited
               investor" as defined in Rule 501(a)(1) of Regulation D of the
               Securities and Exchange Commission under the 1933 Act.

          A fiduciary of a Plan contemplating purchasing any such Class of
certificates in the secondary market must make its own determination that at the
time of such acquisition, any such Class of certificates continues to satisfy
the second general condition set forth above. The Depositor expects that the
third general condition set forth above will be satisfied with respect to each
of such Classes of certificates. A fiduciary of a Plan contemplating purchasing
any such Class of certificates must make its own determination that at the time
of purchase the general conditions set forth above will be satisfied with
respect to any such Class of certificate.

          Before purchasing any such Class of certificates, a fiduciary of a
Plan should itself confirm (a) that such certificates constitute "securities"
for purposes of the Exemptions and (b) that the specific and general conditions
of the Exemptions and the other requirements set forth in the Exemptions would
be satisfied. In addition to making its own determination as to the availability
of the exemptive relief provided in the Exemptions, the Plan fiduciary should
consider the availability of other prohibited transaction exemptions.

          Moreover, the Exemptions provide relief from certain
self-dealing/conflict of interest prohibited transactions, but only if, among
other requirements:

          o    the investing Plan fiduciary or its affiliates is an obligor with
               respect to 5% or less of the fair market value of the obligations
               contained in the Trust;


                                      S-174



          o    the Plan's investment in each Class of certificates does not
               exceed 25% of all of the certificates outstanding of that Class
               at the time of the acquisition; and

          o    immediately after the acquisition, no more than 25% of the assets
               of the Plan are invested in certificates representing an interest
               in one or more trusts containing assets sold or serviced by the
               same entity.

          We believe that the Exemptions will apply to the acquisition and
holding of the offered certificates by Plans or persons acting on behalf of or
with "plan assets" of Plans, and that all of the above conditions of the
Exemptions, other than those within the control of the investing Plans or Plan
investors, have been met. Upon request, the Underwriters will deliver to any
fiduciary or other person considering investing "plan assets" of any Plan in the
certificates a list identifying each borrower that is the obligor under each
mortgage loan that constitutes more than 5% of the aggregate principal balance
of the assets of the Trust.

INSURANCE COMPANY GENERAL ACCOUNTS

          Based on the reasoning of the United States Supreme Court in John
Hancock Mutual Life Ins. Co. v. Harris Trust and Savings Bank, an insurance
company's general account may be deemed to include assets of the Plans investing
in the general account (e.g., through the purchase of an annuity contract), and
the insurance company might be treated as a Party in Interest with respect to a
Plan by virtue of such investment. Any investor that is an insurance company
using the assets of an insurance company general account should note that the
Small Business Job Protection Act of 1996 added Section 401(c) of ERISA relating
to the status of the assets of insurance company general accounts under ERISA
and Section 4975 of the Code. Pursuant to Section 401(c), the Department of
Labor issued final regulations effective January 5, 2000 with respect to
insurance policies issued on or before December 31, 1998 that are supported by
an insurer's general account. As a result of these regulations, assets of an
insurance company general account will not be treated as "plan assets" for
purposes of the fiduciary responsibility provisions of ERISA and Section 4975 of
the Code to the extent such assets relate to contracts issued to employee
benefit plans on or before December 31, 1998 and the insurer satisfied various
conditions.

          Any assets of an insurance company general account which support
insurance policies or annuity contracts issued to Plans after December 31, 1998,
or on or before that date for which the insurer does not comply with the 401(c)
Regulations, may be treated as "plan assets" of such Plans. Because Section
401(c) does not relate to insurance company separate accounts, separate account
assets continue to be treated as "plan assets" of any Plan that is invested in
such separate account. Insurance companies contemplating the investment of
general account assets in the Subordinate Certificates should consult with their
legal counsel with respect to the applicability of Section 401(c).

          Accordingly, any insurance company that acquires or holds any offered
certificate shall be deemed to have represented and warranted to the Depositor,
the trustee, the paying agent and the master servicer that (1) such acquisition
and holding is permissible under applicable law, including the Exemption, will
not constitute or result in a non-exempt prohibited transaction under ERISA or
Section 4975 of the Code, and will not subject the Depositor, the trustee, the
paying agent or the master servicer to any obligation in addition to those
undertaken in the Pooling and Servicing Agreement, or (2) the source of funds
used to acquire and hold such certificates is an "insurance company general
account", as defined in DOL Prohibited Transaction Class Exemption 95-60, and
the applicable conditions set forth in PTCE 95-60 have been satisfied.

GENERAL INVESTMENT CONSIDERATIONS

          Prospective Plan investors should consult with their legal counsel
concerning the impact of ERISA, Section 4975 of the Code or any corresponding
provisions of applicable federal, state or local law, the applicability of the
Exemptions, or other exemptive relief, and the potential consequences to their
specific circumstances, prior to making an investment in the certificates.
Moreover, each Plan fiduciary should determine whether, under the general
fiduciary standards of ERISA regarding prudent investment procedure and
diversification, an investment in the certificates is appropriate for the Plan,
taking into account the overall investment policy of the Plan and the
composition of the Plan's investment portfolio.


                                      S-175



                                LEGAL INVESTMENT

          The offered certificates will not constitute "mortgage related
securities" for purposes of the Secondary Mortgage Market Enhancement Act of
1984, as amended. The appropriate characterization of the offered certificates
under various legal investment restrictions, and thus the ability of investors
subject to these restrictions to purchase offered certificates, is subject to
significant interpretive uncertainties.

          No representations are made as to the proper characterization of the
offered certificates for legal investment, financial institution regulatory or
other purposes, or as to the ability of particular investors to purchase the
offered certificates under applicable legal investment restrictions. The
uncertainties described above (and any unfavorable future determinations
concerning the legal investment or financial institution regulatory
characteristics of the offered certificates) may adversely affect the liquidity
of the offered certificates. Accordingly, all investors whose investment
activities are subject to legal investment laws and regulations, regulatory
capital requirements or review by regulatory authorities should consult their
own legal advisers to determine whether and to what extent the offered
certificates will constitute legal investments for them or are subject to
investment, capital, or other restrictions. See "Legal Investment" in the
prospectus.

                                 USE OF PROCEEDS

          We will apply the net proceeds of the offering of the certificates
towards the simultaneous purchase of the mortgage loans from the mortgage loan
sellers and to the payment of expenses in connection with the issuance of the
certificates.

                              PLAN OF DISTRIBUTION

          We have entered into an Underwriting Agreement with Bear, Stearns &
Co. Inc. and Morgan Stanley & Co. Incorporated. Subject to the terms and
conditions set forth in the Underwriting Agreement, we have agreed to sell to
each Underwriter and each Underwriter has agreed severally to purchase from us,
the respective aggregate Certificate Balance of each class of offered
certificates presented below.



      UNDERWRITERS          CLASS A-1      CLASS A-2     CLASS A-3     CLASS A-AB
------------------------   -----------   ------------   -----------   -----------

Bear, Stearns & Co. Inc.   $29,600,000   $ 86,615,000   $45,830,000   $40,500,000
Morgan Stanley & Co.       $29,600,000   $ 86,615,000   $45,830,000   $40,500,000
   Incorporated
      Total.............   $59,200,000   $173,230,000   $91,660,000   $81,000,000


      UNDERWRITERS           CLASS A-4      CLASS A-M      CLASS A-J
------------------------   ------------   ------------   ------------
Bear, Stearns & Co. Inc.   $357,629,000   $ 76,736,000   $ 50,838,000
Morgan Stanley & Co.       $357,629,000   $ 76,736,000   $ 50,838,000
   Incorporated
      Total.............   $715,258,000   $153,472,000   $101,676,000

          Bear, Stearns & Co. Inc. and Morgan Stanley & Co. Incorporated will
act as co-lead managers and co-bookrunners with respect to the offered
certificates.


                                      S-176



          The Underwriting Agreement provides that the obligations of the
Underwriters are subject to conditions precedent, and that the Underwriters
severally will be obligated to purchase all of the offered certificates if any
are purchased. In the event of a default by an Underwriter, the Underwriting
Agreement provides that the purchase commitment of the non-defaulting
Underwriter may be increased. Proceeds to the Depositor from the sale of the
offered certificates, before deducting expenses payable by the Depositor, will
be approximately $1,382,090,313, plus accrued interest on the certificates.

          The Underwriters have advised us that they will propose to offer the
offered certificates from time to time for sale in one or more negotiated
transactions or otherwise at varying prices to be determined at the time of
sale. The Underwriters may effect such transactions by selling such Classes of
offered certificates to or through dealers and such dealers may receive
compensation in the form of underwriting discounts, concessions or commissions
from the Underwriters and any purchasers of such Classes of offered certificates
for whom they may act as agent.

          One or more affiliates of the Underwriters have entered into and may,
in the future, enter into other financing arrangements with affiliates of some
or all of the borrowers. Affiliates of the Underwriters, including Bear Stearns
Commercial Mortgage Securities Inc., engage in, and intend to continue to engage
in, the acquisition, development, operation, financing and disposition of real
estate-related assets in the ordinary course of their business, and are not
prohibited in any way from engaging in business activities similar to or
competitive with those of the borrowers. See "Risk Factors--Conflicts of
Interest May Have An Adverse Effect On Your Certificates" in this prospectus
supplement.

          In connection with the offering, the Underwriters may purchase and
sell the offered certificates in the open market. These transactions may include
purchases to cover short positions created by an Underwriter in connection with
the offering. Short positions created by an Underwriter involve the sale by the
Underwriter of a greater number of certificates than it is required to purchase
from Bear Stearns Commercial Mortgage Securities Inc. in the offering. An
Underwriter also may impose a penalty bid, whereby selling concessions allowed
to broker-dealers in respect of the securities sold in the offering may be
reclaimed by the Underwriter if the certificates are repurchased by the
Underwriter in covering transactions. These activities may maintain or otherwise
affect the market price of the certificates, which may be higher than the price
that might otherwise prevail in the open market; and these activities, if
commenced, may be discontinued at any time. These transactions may be effected
in the over-the-counter market or otherwise. We expect that an affiliate of
Morgan Stanley & Co. Incorporated will purchase approximately $85,000,000 of the
Class A-4 Certificates for its own account.

          The offered certificates are offered by the Underwriters when, as and
if issued by the Depositor, delivered to and accepted by the Underwriters and
subject to their right to reject orders in whole or in part. It is expected that
delivery of the offered certificates will be made in book-entry form through the
facilities of DTC against payment therefor on or about October 31, 2006, which
is the ninth business day following the date of pricing of the certificates.

          Under Rule 15c6-1 under the Securities Exchange Act of 1934, as
amended, trades in the secondary market generally are required to settle in
three business days, unless the parties to any such trade expressly agree
otherwise. Accordingly, purchasers who wish to trade offered certificates in the
secondary market prior to such delivery should specify a longer settlement
cycle, or should refrain from specifying a shorter settlement cycle, to the
extent that failing to do so would result in a settlement date that is earlier
than the date of delivery of such offered certificates.

          The Underwriters and any dealers that participate with the
Underwriters in the distribution of the offered certificates will be deemed to
be underwriters, and any discounts or commissions received by them and any
profit on the resale of such Classes of offered certificates by them may be
deemed to be underwriting discounts or commissions, under the Securities Act of
1933, as amended.

          We have agreed to indemnify the Underwriters against civil
liabilities, including liabilities under the Securities Act of 1933, as amended,
or contribute to payments the Underwriters may be required to make in respect of
such liabilities.


                                      S-177



          One or more of the Underwriters currently intend to make a secondary
market in the offered certificates, but they are not obligated to do so.

          The Depositor is an affiliate of Bear, Stearns & Co. Inc., an
Underwriter, and Bear Stearns Commercial Mortgage, Inc., a mortgage loan seller.

                                  LEGAL MATTERS

          The legality of the offered certificates and the material federal
income tax consequences of investing in the offered certificates will be passed
upon for the Depositor by Cadwalader, Wickersham & Taft LLP, New York, New York
and by Latham & Watkins LLP, New York, New York. Certain legal matters with
respect to the offered certificates will be passed upon for the Underwriters by
Latham & Watkins LLP, New York, New York. Certain legal matters will be passed
upon for Bear Stearns Commercial Mortgage, Inc. by Cadwalader, Wickersham & Taft
LLP, New York, New York, for Morgan Stanley Mortgage Capital Inc. by Latham &
Watkins LLP, New York, New York, for Wells Fargo Bank, National Association, in
its capacity as sponsor and mortgage loan seller, by Andrews & Kurth LLP, for
Wells Fargo Bank, National Association, in its capacity as master servicer, by
Sidley Austin LLP, New York, New York, for Principal Commercial Funding II, LLC,
by Dechert LLP, New York, New York, for Wells Fargo Bank, National Association,
in its capacity as paying agent, certificate registrar and authenticating agent,
by Kennedy Covington Lobdell & Hickman LLP, and for LaSalle Bank National
Association, by Kennedy Covington Lobdell & Hickman LLP.


                                      S-178



                                     RATINGS

          It is a condition of the issuance of the offered certificates that
they receive the following credit ratings from Fitch and Moody's.

                  CLASS                         FITCH   MOODY'S
                  ---------------------------   -----   -------
                  Class A-1..................    AAA      Aaa
                  Class A-2..................    AAA      Aaa
                  Class A-3..................    AAA      Aaa
                  Class A-AB.................    AAA      Aaa
                  Class A-4..................    AAA      Aaa
                  Class A-M..................    AAA      Aaa
                  Class A-J..................    AAA      Aaa

          It is expected that each of the Rating Agencies identified above will
perform ratings surveillance with respect to its ratings for so long as the
offered certificates remain outstanding except that a Rating Agency may stop
performing ratings surveillance at any time, if, among other reasons, 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 of the
offered certificates address the likelihood of the timely payment of interest
and the ultimate payment of principal, if any, due on the offered certificates
by the Rated Final Distribution Date. That date is the first Distribution Date
that follows by at least 60 months the end of the amortization term of the ARD
Loan that, as of the Cut-off Date, has the longest remaining amortization term.
The ratings on the offered certificates should be evaluated independently from
similar ratings on other types of securities. A security rating is not a
recommendation to buy, sell or hold securities and may be subject to revision or
withdrawal at any time by the assigning rating agency.

          The ratings of the certificates do not represent any assessment of (1)
the likelihood or frequency of Principal Prepayments, voluntary or involuntary,
on the mortgage loans, (2) the degree to which such prepayments might differ
from those originally anticipated, (3) whether and to what extent Prepayment
Premiums, Yield Maintenance Charges, any Excess Interest or default interest
will be received, (4) the allocation of Net Aggregate Prepayment Interest
Shortfalls or (5) the tax treatment of the certificates. A security rating does
not represent any assessment of the yield to maturity that investors may
experience. In general, the ratings thus address credit risk and not prepayment
risk.

          There can be no assurance as to whether any rating agency not
requested to rate the offered certificates will nonetheless issue a rating to
any Class of the offered certificates and, if so, what such rating would be. A
rating assigned to any Class of offered certificates by a rating agency that has
not been requested by the Depositor to do so may be lower than the ratings
assigned to such Class at the request of the Depositor.


                                      S-179



                                GLOSSARY OF TERMS

          The certificates will be issued pursuant to the Pooling and Servicing
Agreement. The following Glossary of Terms is not complete. You should also
refer to the prospectus and the Pooling and Servicing Agreement for additional
definitions. If you send a written request to the trustee at its corporate
office, the trustee will provide to you without charge a copy of the Pooling and
Servicing Agreement, without exhibits and schedules.

          Unless the context requires otherwise, the definitions contained in
this Glossary of Terms apply only to this series of certificates and will not
necessarily apply to any other series of certificates the Trust may issue.

          "225 South Sixth Street Companion Loan" means the loan that is secured
by the 225 South Sixth Street Pari Passu Mortgage on a pari passu basis with the
225 South Sixth Street Pari Passu Loan.

          "225 South Sixth Street Loan Group" means, collectively, the 225 South
Sixth Street Pari Passu Loan and the 225 South Sixth Street Companion Loan.

          "225 South Sixth Street Mezzanine Loan" means, with respect to the 225
South Sixth Street Pari Passu Loan, the related mezzanine loan.

          "225 South Sixth Street Mortgage" means the mortgage securing the 225
South Sixth Street Pari Passu Loan and the 225 South Sixth Street Companion
Loan.

          "225 South Sixth Street Pari Passu Loan" means Mortgage Loan No. 2,
which is secured on a pari passu basis with the 225 South Sixth Street Companion
Loan pursuant to the 225 South Sixth Street Pari Passu Mortgage.

          "461 Fifth Avenue Mortgage" means the mortgage securing the 461 Fifth
Avenue Mortgage Loan.

          "461 Fifth Avenue Mortgage Loan" means Mortgage Loan No. 21.

          "461 Fifth Avenue Mezzanine Loan" means, with respect to the 461 Fifth
Avenue Mortgage Loan, the related mezzanine loan.

          "A Note" means, with respect to any A/B Mortgage Loan, the mortgage
note (or notes) included in the Trust.

          "A/B Mortgage Loan" means any mortgage loan serviced under the Pooling
and Servicing Agreement that is divided into a senior mortgage note(s) and a
subordinated mortgage note, one or more of which senior mortgage note(s) is
included in the Trust. References in this prospectus supplement to an A/B
Mortgage Loan shall be construed to refer to the aggregate indebtedness under
the related A Note and the related B Note. There are no A/B Mortgage Loans
included in the Trust.

          "Accrued Certificate Interest" means, in respect of each Class of
Certificates for each Distribution Date, the amount of interest for the
applicable Interest Accrual Period accrued at the applicable Pass-Through Rate
on the aggregate Certificate Balance or Notional Amount, as the case may be, of
such Class of certificates outstanding immediately prior to such Distribution
Date. Accrued Certificate Interest will be calculated on the basis of a 360-day
year consisting of twelve 30-day months.

          "Additional Servicer" means each affiliate of the master servicer, the
Depositor, MSMC, BSCMI, PCFII, Wells Fargo Bank, or any Underwriter that
services any of the mortgage loans and each person that is not an affiliate of
the master servicer, the Depositor, MSMC, BSCMI, PCFII, Wells Fargo Bank or any
Underwriter other than the special servicer, and who services 10% or more of the
mortgage loans based on the principal balance of the mortgage loans.


                                      S-180



          "Administrative Cost Rate" will equal the sum of the related Master
Servicing Fee Rate, the Excess Servicing Fee Rate, the Primary Servicing Fee
Rate, and the Trustee Fee Rate set forth in the Pooling and Servicing Agreement
(and in the case of a Non-Serviced Mortgage Loan, the applicable Pari Passu Loan
Servicing Fee Rate, respectively) for any month (in each case, expressed as a
per annum rate) for any mortgage loan in such month, and is set forth in
Appendix II.

          "Advance Rate" means a rate equal to the "Prime Rate" as reported in
The Wall Street Journal from time to time.

          "Advances" means Servicing Advances and P&I Advances, collectively.

          "Annual Report" means a report for each mortgage loan based on the
most recently available year-end financial statements and most recently
available rent rolls of each applicable borrower, to the extent such information
is provided to the master servicer, containing such information and analyses as
required by the Pooling and Servicing Agreement including, without limitation,
Debt Service Coverage Ratios, to the extent available, and in such form as shall
be specified in the Pooling and Servicing Agreement.

          "Anticipated Repayment Date" means, in respect of any ARD Loan, the
date on which a substantial principal payment on an ARD Loan is anticipated to
be made (which is prior to stated maturity).

          "Appraisal Event" means not later than the earliest of the following:

o    the date 120 days after the occurrence of any delinquency in payment with
     respect to a mortgage loan, Loan Pair or A/B Mortgage Loan if such
     delinquency remains uncured;

o    the date 30 days after receipt of notice that the related borrower has
     filed a bankruptcy petition, an involuntary bankruptcy has occurred or a
     receiver is appointed in respect of the related mortgaged property,
     provided that such petition or appointment remains in effect;

o    the effective date of any modification to a Money Term of a mortgage loan,
     Loan Pair or A/B Mortgage Loan, other than an extension of the date that a
     Balloon Payment is due for a period of less than six months from the
     original due date of such Balloon Payment; and

o    the date 30 days following the date a mortgaged property becomes an REO
     Property.

          "Appraisal Reduction" will equal, for any mortgage loan, including a
mortgage loan as to which the related mortgaged property has become an REO
Property, an amount that is equal to the excess, if any, of:

     the sum of:

o    the Scheduled Principal Balance of such mortgage loan, Loan Pair or A/B
     Mortgage Loan or in the case of an REO Property, the related REO mortgage
     loan, less the principal amount of certain guarantees and surety bonds and
     any undrawn letter of credit or debt service reserve, if applicable, that
     is then securing such mortgage loan or Loan Pair;

o    to the extent not previously advanced by the master servicer or the
     trustee, all accrued and unpaid interest on the mortgage loan, Loan Pair or
     A/B Mortgage Loan at a per annum rate equal to the applicable mortgage
     rate;

o    all related unreimbursed Advances and interest on such Advances at the
     Advance Rate, and, to the extent applicable, all Advances that were made on
     a mortgage loan, Loan Pair or A/B Mortgage Loan on or before the date such
     mortgage loan, Loan Pair or A/B Mortgage Loan became a Rehabilitated
     Mortgage Loan that have since been reimbursed to the advancing party by the
     Trust out of principal collections but not by the related mortgagor; and


                                      S-181



o    to the extent funds on deposit in any applicable Escrow Accounts are not
     sufficient therefor, and to the extent not previously advanced by the
     master servicer or the trustee, all currently due and unpaid real estate
     taxes and assessments, insurance premiums and, if applicable, ground rents
     and other amounts which were required to be deposited in any Escrow Account
     (but were not deposited) in respect of the related mortgaged property or
     REO Property, as the case may be,

     over

o    90% of the value (net of any prior mortgage liens) of such mortgaged
     property or REO Property as determined by such appraisal or internal
     valuation, plus the full amount of any escrows held by or on behalf of the
     trustee as security for the mortgage loan, Loan Pair or A/B Mortgage Loan
     (less the estimated amount of obligations anticipated to be payable in the
     next twelve months to which such escrows relate).

In the case of any Serviced Pari Passu Mortgage Loan, any Appraisal Reduction
will be calculated in respect of the Serviced Pari Passu Mortgage Loan and the
related Serviced Companion Mortgage Loan and then allocated pro rata between the
Serviced Pari Passu Mortgage Loan and the Serviced Companion Mortgage Loan
according to their respective principal balances. In the case of any A/B
Mortgage Loan, any Appraisal Reduction will be calculated in respect of such A/B
Mortgage Loan taken as a whole and any such Appraisal Reduction will be
allocated first to the related B Note and then allocated to the related A Note.
In the case of the 225 South Sixth Street Pari Passu Loan, any Appraisal
Reduction will be calculated in respect of the 225 South Sixth Street Loan Group
taken as a whole and any such Appraisal Reduction will be allocated to the 225
South Sixth Street Pari Passu Loan and the 225 South Sixth Street Companion
Loan, pro rata based on their respective principal balances.

          "ARD Loan" means a mortgage loan that provides for increases in the
mortgage rate and/or principal amortization at a date prior to stated maturity,
which creates an incentive for the related borrower to prepay such mortgage
loan.

          "Assumed Scheduled Payment" means an amount deemed due in respect of:

o    any Balloon Loan that is delinquent in respect of its Balloon Payment
     beyond the first Determination Date that follows its original stated
     maturity date; or

o    any mortgage loan as to which the related mortgaged property has become an
     REO Property.

The Assumed Scheduled Payment deemed due on any such Balloon Loan on its
original stated maturity date and on each successive Due Date that such Balloon
Loan remains or is deemed to remain outstanding will equal the Scheduled Payment
that would have been due on such date if the related Balloon Payment had not
come due, but rather such mortgage loan had continued to amortize in accordance
with its amortization schedule in effect immediately prior to maturity. With
respect to any mortgage loan as to which the related mortgaged property has
become an REO Property, the Assumed Scheduled Payment deemed due on each Due
Date for so long as the REO Property remains part of the Trust, equals the
Scheduled Payment (or Assumed Scheduled Payment) due on the last Due Date prior
to the acquisition of such REO Property.

          "Available Distribution Amount" means in general, for any Distribution
Date:

          (1)  all amounts on deposit in the Certificate Account as of the
               business day preceding the related Distribution Date that
               represent payments and other collections on or in respect of the
               mortgage loans and any REO Properties that were received by the
               master servicer or the special servicer through the end of the
               related Collection Period, exclusive of any portion that
               represents one or more of the following:

               o    Scheduled Payments collected but due on a Due Date
                    subsequent to the related Collection Period;


                                      S-182



               o    Prepayment Premiums or Yield Maintenance Charges (which are
                    separately distributable on the certificates as described in
                    this prospectus supplement);

               o    amounts that are payable or reimbursable to any person other
                    than the Certificateholders (including, among other things,
                    amounts attributable to Expense Losses and amounts payable
                    to the master servicer, the special servicer, the Primary
                    Servicer, the trustee and the paying agent as compensation
                    or in reimbursement of outstanding Advances or as Excess
                    Servicing Fees);

               o    amounts deposited in the Certificate Account in error;

               o    if such Distribution Date occurs during January, other than
                    a leap year, or February of any year, the Interest Reserve
                    Amounts with respect to the Interest Reserve Loans to be
                    deposited into the Interest Reserve Account;

               o    in the case of the REO Property related to an A/B Mortgage
                    Loan or Loan Pair, all amounts received with respect to such
                    A/B Mortgage Loan or Loan Pair, as applicable, that are
                    required to be paid to the holder of the related B Note or
                    Serviced Companion Mortgage Loan pursuant to the terms of
                    the related B Note or Serviced Companion Mortgage Loan and
                    the related intercreditor agreement; and

               o    any portion of such amounts payable to the holders of any
                    Serviced Companion Mortgage Loan or B Note;

          (2)  to the extent not already included in clause (1), any P&I
               Advances made and any Compensating Interest Payment paid with
               respect to such Distribution Date; and

          (3)  if such Distribution Date occurs during March of any year or on
               the final Distribution Date, the aggregate of the Interest
               Reserve Amounts then on deposit in the Interest Reserve Account.

          "B Note" means, with respect to any A/B Mortgage Loan, any related
subordinated Mortgage Note not included in the Trust, which is subordinated in
right of payment to the related A Note to the extent set forth in the related
intercreditor agreement. There are no B Notes associated with any A/B Mortgage
Loan in the Trust.

          "Balloon Loans" means mortgage loans that provide for Scheduled
Payments based on amortization schedules significantly longer than their terms
to maturity or Anticipated Repayment Date, and that are expected to have
remaining principal balances equal to or greater than 5% of the outstanding
principal balance as of the Cut-Off Date of those mortgage loans as of their
respective stated maturity date or anticipated to be paid on their Anticipated
Repayment Dates, as the case may be, unless previously prepaid.

          "Balloon LTV" - See "Balloon LTV Ratio."

          "Balloon LTV Ratio" or "Balloon LTV" means the ratio, expressed as a
percentage, of (a) (i) the principal balance of a Balloon Loan anticipated to be
outstanding on the date on which the related Balloon Payment is scheduled to be
due or, (ii) in the case of an ARD Loan, the principal balance on its related
Anticipated Repayment Date to (b) the value of the related mortgaged property or
properties as of the Cut-off Date determined as described under "Description of
the Mortgage Pool--Additional Mortgage Loan Information" in this prospectus
supplement.

          "Balloon Payment" means, with respect to the Balloon Loans, the
principal payments and scheduled interest due and payable on the relevant
maturity dates.

          "Bankruptcy Code" means, the federal Bankruptcy Code, Title 11 of the
United States Code, as amended.

          "Base Interest Fraction" means, with respect to any Principal
Prepayment of any mortgage loan that provides for payment of a Prepayment
Premium or Yield Maintenance Charge, and with respect to any Class of


                                      S-183



certificates, a fraction (A) whose numerator is the greater of (x) zero and (y)
the difference between (i) the Pass-Through Rate on that Class of certificates,
and (ii) the Discount Rate used in calculating the Prepayment Premium or Yield
Maintenance Charge with respect to the Principal Prepayment (or the current
Discount Rate if not used in such calculation) and (B) whose denominator is the
difference between (i) the mortgage rate on the related mortgage loan and (ii)
the Discount Rate used in calculating the Prepayment Premium or Yield
Maintenance Charge with respect to that Principal Prepayment (or the current
Discount Rate if not used in such calculation), provided, however, that under no
circumstances will the Base Interest Fraction be greater than one. If the
Discount Rate referred to above is greater than or equal to the mortgage rate on
the related mortgage loan, then the Base Interest Fraction will equal zero;
provided, however, that if the Discount Rate referred to above is greater than
or equal to the mortgage rate on the related mortgage loan, but is less than the
Pass-Through Rate on that Class of certificates, then the Base Interest Fraction
shall be equal to 1.0.

          "BSCMI" means Bear Stearns Commercial Mortgage, Inc.

          "BSCMI Loans" means the mortgage loans that were originated or
purchased by BSCMI or an affiliate of BSCMI.

          "Certificate Account" means one or more separate accounts established
and maintained by the master servicer, the Primary Servicer or any sub-servicer
on behalf of the master servicer, pursuant to the Pooling and Servicing
Agreement.

          "Certificate Balance" will equal the then maximum amount that the
holder of each Principal Balance Certificate will be entitled to receive in
respect of principal out of future cash flow on the mortgage loans and other
assets included in the Trust.

          "Certificateholder" or "Holder" means an entity in whose name a
certificate is registered in the certificate registrar.

          "Certificate Owner" means an entity acquiring an interest in an
offered certificate.

          "Class" means the designation applied to the offered certificates and
the private certificates, pursuant to this prospectus supplement.

          "Class A Senior Certificates" means the Class A-1 Certificates, the
Class A-2 Certificates, the Class A-3 Certificates, the Class A-AB Certificates
and the Class A-4 Certificates.

          "Class X Certificates" means the Class X-1 Certificates and the Class
X-2 Certificates.

          "Clearstream Bank" means Clearstream Bank, societe anonyme.

          "Closing Date" means on or about October 31, 2006.

          "Code" means the Internal Revenue Code of 1986, as amended.

          "Collection Period" means, with respect to any Distribution Date, the
period beginning with the day after the Determination Date in the month
preceding such Distribution Date (or, in the case of the first Distribution
Date, the Cut-off Date) and ending with the Determination Date occurring in the
month in which such Distribution Date occurs.

          "Compensating Interest" means with respect to any Distribution Date,
an amount equal to the lesser of (A) the excess of (i) Prepayment Interest
Shortfalls incurred in respect of the mortgage loans other than Specially
Serviced Mortgage Loans resulting from (x) voluntary Principal Prepayments on
such mortgage loans (but not including any B Note, Non-Serviced Companion
Mortgage Loan or Serviced Companion Mortgage Loan) or (y) to the extent that the
master servicer did not apply the proceeds from involuntary Principal
Prepayments in accordance with the terms of the related mortgage loan documents,
involuntary Principal Prepayments during the related


                                      S-184



Collection Period over (ii) the aggregate of Prepayment Interest Excesses
incurred in respect of the mortgage loans resulting from Principal Prepayments
on the mortgage loans (but not including any B Note, Non-Serviced Companion
Mortgage Loan or Serviced Companion Mortgage Loan) during the same Collection
Period, and (B) the aggregate of the portion of the aggregate Master Servicing
Fee accrued at a rate per annum equal to 2 basis points for the related
Collection Period calculated in respect of all the mortgage loans including REO
Properties (but not including any B Note, Non-Serviced Companion Mortgage Loan
or Serviced Companion Mortgage Loan), plus any investment income earned on the
amount prepaid prior to such Distribution Date.

          "Compensating Interest Payment" means any payment of Compensating
Interest.

          "Condemnation Proceeds" means any awards resulting from the full or
partial condemnation or eminent domain proceedings or any conveyance in lieu or
in anticipation of such proceedings with respect to a mortgaged property by or
to any governmental, quasi-governmental authority or private entity with
condemnation powers other than amounts to be applied to the restoration,
preservation or repair of such mortgaged property or released to the related
borrower in accordance with the terms of the mortgage loan and (if applicable)
its related B Note or Serviced Companion Mortgage Loan. With respect to the
mortgaged property or properties securing any Non-Serviced Mortgage Loan or
Non-Serviced Companion Mortgage Loan, only the portion of such amounts payable
to the holder of the related Non-Serviced Mortgage Loan will be included in
Condemnation Proceeds, and with respect to the mortgaged property or properties
securing any Loan Pair or A/B Mortgage Loan, only an allocable portion of such
Condemnation Proceeds will be distributable to the Certificateholders.

          "Constant Default Rate" or "CDR" means a rate that represents an
assumed constant rate of default each month, which is expressed as an annual
percentage, relative to the then outstanding principal balance of a pool of
mortgage loans for the life of such mortgage loans. CDR does not purport to be
either an historical description of the default experience of any pool of
mortgage loans or a prediction of the anticipated rate of default of any
mortgage loans, including the mortgage loans underlying the certificates.

          "Constant Prepayment Rate" or "CPR" means a rate that represents an
assumed constant rate of prepayment each month, which is expressed on a per
annum basis, relative to the then outstanding principal balance of a pool of
mortgage loans for the life of such mortgage loans. CPR does not purport to be
either an historical description of the prepayment experience of any pool of
mortgage loans or a prediction of the anticipated rate of prepayment of any
mortgage loans, including the mortgage loans underlying the certificates.

          "Controlling Class" means the most subordinate Class of Subordinate
Certificates outstanding at any time of determination; provided, however, that
if the aggregate Certificate Balance of such Class of certificates is less than
25% of the initial aggregate Certificate Balance of such Class as of the Closing
Date, the Controlling Class will be the next most subordinate Class of
Subordinate Certificates.

          "CPR" - See "Constant Prepayment Rate" above.

          "Cut-off Date" means October 1, 2006. For purposes of the information
contained in this prospectus supplement (including the appendices to this
prospectus supplement), Scheduled Payments due in October 2006 with respect to
mortgage loans not having Due Dates on the first of each month have been deemed
received on October 1, 2006, not the actual day which such Scheduled Payments
were due.

          "Cut-off Date Balance" means, with respect to any mortgage loan, such
mortgage loan's principal balance outstanding as of its Cut-off Date, after
application of all payments of principal due on or before such date, whether or
not received determined as described under "Description of the Mortgage
Pool--Additional Mortgage Loan Information" in this prospectus supplement. For
purposes of those mortgage loans that have a Due Date on a date other than the
first of the month, we have assumed that monthly payments on such mortgage loans
are due on the first of the month for purposes of determining their Cut-off Date
Balances.

          "Cut-off Date Loan-to-Value" or "Cut-off Date LTV" means a ratio,
expressed as a percentage, of the Cut-off Date Balance of a mortgage loan to the
value of the related mortgaged property or properties determined as


                                      S-185



described under "Description of the Mortgage Pool--Additional Mortgage Loan
Information" in this prospectus supplement.

          "Cut-off Date LTV" - See "Cut-off Date Loan-to-Value."

          "Debt Service Coverage Ratio" or "DSCR" means the ratio of
Underwritable Cash Flow estimated to be produced by the related mortgaged
property or properties to the annualized amount of current debt service payable
under that mortgage loan, whether or not the mortgage loan has an interest-only
period that has not expired as of the Cut-Off Date. See "Description of the
Mortgage Pool--Additional Mortgage Loan Information" in this prospectus
supplement.

          "Debt Service Coverage Ratio Post IO Period" or "DSCR Post IO Period"
means, with respect to the related mortgage loan that has an interest-only
period that has not expired as of the Cut-off Date but will expire prior to
maturity, a debt service coverage ratio calculated in the same manner as DSCR
except that the amount of the monthly debt service payment considered in the
calculation is the amount of the monthly debt service payment that is due in the
first month following the expiration of the applicable interest-only period. See
"Description of the Mortgage Pool--Additional Mortgage Loan Information" in this
prospectus supplement.

          "Depositor" means Bear Stearns Commercial Mortgage Securities Inc.

          "Determination Date" means, with respect to any Distribution Date, the
earlier of (i) the 7th day of the month in which such Distribution Date occurs,
or, if such day is not a business day, the next preceding business day, and (ii)
the 5th business day prior to the related Distribution Date.

          "Discount Rate" means, for the purposes of the distribution of
Prepayment Premiums or Yield Maintenance Charges, the rate which, when
compounded monthly, is equivalent to the Treasury Rate when compounded
semi-annually.

          "Distributable Certificate Interest Amount" means, in respect of any
Class of certificates for any Distribution Date, the sum of:

o    Accrued Certificate Interest in respect of such Class or Classes of
     certificates for such Distribution Date, reduced (to not less than zero)
     by:

               o    any Net Aggregate Prepayment Interest Shortfalls allocated
                    to such Class or Classes for such Distribution Date; and

               o    Realized Losses and Expense Losses, in each case
                    specifically allocated with respect to such Distribution
                    Date to reduce the Distributable Certificate Interest Amount
                    payable in respect of such Class or Classes in accordance
                    with the terms of the Pooling and Servicing Agreement; plus

o    the portion of the Distributable Certificate Interest Amount for such Class
     or Classes remaining unpaid as of the close of business on the preceding
     Distribution Date; plus

o    if the aggregate Certificate Balance is reduced because of a diversion of
     principal as a result of the reimbursement of non-recoverable Advances out
     of principal in accordance with the terms of the Pooling and Servicing
     Agreement, and there is a subsequent recovery of amounts applied by the
     master servicer as recoveries of principal, then an amount generally equal
     to interest at the applicable Pass-Through Rate that would have accrued and
     been distributable with respect to the amount that the aggregate
     Certificate Balance was so reduced, which interest will accrue from the
     date that the related Realized Loss is allocated through the end of the
     Interest Accrual Period related to the Distribution Date on which such
     amounts are subsequently recovered.


                                      S-186



          "Distribution Account" means the distribution account maintained by
the paying agent, in accordance with the Pooling and Servicing Agreement.

          "Distribution Date" means the 12th day of each month, or if any such
12th day is not a business day, on the next succeeding business day.

          "Document Defect" means that a mortgage loan is not delivered as and
when required, is not properly executed or is defective on its face.

          "DOL Regulation" means the final regulation, issued by the DOL,
defining the term "plan assets" which provides, generally, that when a Plan
makes an equity investment in another entity, the underlying assets of that
entity may be considered plan assets unless exceptions apply (29 C.F.R. Section
2510.3-101).

          "DSCR" - See "Debt Service Coverage Ratio."

          "DTC" means The Depository Trust Company.

          "Due Dates" means dates upon which the related Scheduled Payments are
due under the terms of the related mortgage loans or any B Note or Serviced
Companion Mortgage Loan.

          "Eligible Account" means an account (or accounts) that is any of the
following: (i) maintained with a depository institution or trust company whose
(A) commercial paper, short-term unsecured debt obligations or other short-term
deposits are rated at least "P-1" by Moody's and "F-1" by Fitch, 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 "A2" by Moody's and "AA-" by Fitch (or "A-"
by Fitch so long as the short-term deposit unsecured debt obligations are rated
not less than "F-1" by Fitch), if the deposits are to be held in the account
more than 30 days or (ii) a segregated trust account or accounts maintained in
the trust department of the trustee, the paying agent or other financial
institution having a combined capital and surplus of at least $50,000,000 and
subject 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, in the case of the
trustee, the trustee's parent's long-term senior unsecured debt obligations or
other long-term deposits, are rated at least "Baa3" by Moody's, or (iii) an
account or accounts of a depository institution acceptable to each rating
agency, as evidenced by confirmation that the use of any such account as the
Certificate Account or the Distribution Account will not cause a downgrade,
withdrawal or qualification of the then current ratings of any Class of
certificates. Notwithstanding anything in the foregoing to the contrary, an
account shall not fail to be an Eligible Account solely because it is maintained
with Wells Fargo Bank, National Association, 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 at
least "P-1" in the case of Moody's and "F-1" in the case of Fitch, 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 "Aa2" in the case of Moody's and
at least "A+" in the case of Fitch, if the deposits are to be held in the
account for more than 30 days.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

          "Escrow Account" means one or more custodial accounts established and
maintained by the master servicer (or the Primary Servicer on its behalf)
pursuant to the Pooling and Servicing Agreement.

          "Euroclear Bank" means Euroclear Bank, S.A./N.V., as operator of the
Euroclear system.

          "Event of Default" means, with respect to the master servicer under
the Pooling and Servicing Agreement, any one of the following events:

o    any failure by the master servicer to remit to the paying agent any payment
     required to be remitted by the master servicer under the terms of the
     Pooling and Servicing Agreement, including any required Advances;


                                      S-187



o    any failure by the master servicer to make a required deposit to the
     Certificate Account which continues unremedied for one business day
     following the date on which such deposit was first required to be made;

o    any failure on the part of the master servicer duly to observe or perform
     in any material respect any other of the duties, covenants or agreements on
     the part of the master servicer contained in the Pooling and Servicing
     Agreement (other than with respect to the duties described under
     "Description of the Offered Certificates - Evidence as to Compliance" in
     this prospectus supplement or certain other reporting duties imposed on it
     for purposes of compliance with Regulation AB and the Securities Exchange
     Act of 1934 which the failure to perform may be an Event of Default in
     accordance with the last paragraph of this definition of Event of Default),
     which continues unremedied for a period of 30 days after the date on which
     written notice of such failure, requiring the same to be remedied, shall
     have been given to the master servicer by the Depositor or the trustee;
     provided, however, that if the master servicer certifies to the trustee and
     the Depositor that the master servicer is in good faith attempting to
     remedy such failure, such cure period will be extended to the extent
     necessary to permit the master servicer to cure such failure; provided,
     further that such cure period may not exceed 90 days;

o    any breach of the representations and warranties of the master servicer in
     the Pooling and Servicing Agreement that materially and adversely affects
     the interest of any holder of any Class of certificates and that continues
     unremedied for a period of 30 days after the date on which notice of such
     breach, requiring the same to be remedied shall have been given to the
     master servicer by the Depositor or the trustee, provided, however, that if
     the master servicer certifies to the trustee and the Depositor that the
     master servicer is in good faith attempting to remedy such breach, such
     cure period will be extended to the extent necessary to permit the master
     servicer to cure such breach; provided, further that such cure period may
     not exceed 90 days;

o    a decree or order of a court or agency or supervisory authority having
     jurisdiction in the premises in an involuntary case under any present or
     future federal or state bankruptcy, insolvency or similar law for the
     appointment of a conservator, receiver, liquidator, trustee or similar
     official in any bankruptcy, insolvency, readjustment of debt, marshalling
     of assets and liabilities or similar proceedings, or for the winding-up or
     liquidation of its affairs, shall have been entered against the master
     servicer and such decree or order shall have remained in force undischarged
     or unstayed for a period of 60 days;

o    the master servicer shall consent to the appointment of a conservator,
     receiver, liquidator, trustee or similar official in any bankruptcy,
     insolvency, readjustment of debt, marshalling of assets and liabilities or
     similar proceedings of or relating to the master servicer or of or relating
     to all or substantially all of its property;

o    the master servicer shall admit in writing its inability to pay its debts
     generally as they become due, file a petition to take advantage of any
     applicable bankruptcy, insolvency or reorganization statute, make an
     assignment for the benefit of its creditors, voluntarily suspend payment of
     its obligations, or take any corporate action in furtherance of the
     foregoing;

o    the master servicer receives actual knowledge that Moody's has (i)
     qualified, downgraded or withdrawn its rating or ratings of one or more
     classes of certificates, or (ii) placed one or more classes of certificates
     on "watch status" in contemplation of a rating downgrade or withdrawal (and
     such "watch status" placement shall not have been withdrawn by Moody's
     within 60 days of the date that the master servicer obtained such actual
     knowledge), and, in the case of either clauses (i) or (ii), citing
     servicing concerns with the master servicer as the sole or material factor
     in such rating;

o    the trustee shall receive notice from Fitch to the effect that the
     continuation of the master servicer in such capacity would result in the
     downgrade, qualification or withdrawal of any rating then assigned by Fitch
     to any Class of certificates; or

o    the master servicer has been downgraded to a servicer rating level below
     CMS3, or its then equivalent, by Fitch.

          Under certain circumstances, the failure by a party to the Pooling and
Servicing Agreement or a primary servicing agreement or sub-servicing agreement
to perform its duties described under "Description of the Offered


                                     S-188



Certificates -- Evidence as to Compliance" in this prospectus supplement, or to
perform certain other reporting duties imposed on it for purposes of compliance
with Regulation AB and the Securities Exchange Act of 1934 or the failure of the
Master Servicer to terminate certain of those parties for such failures, will
constitute an event of default that entitles the Depositor or another party to
terminate that defaulting party. In some circumstances, such an event of default
may be waived by the Depositor in its sole discretion.

          "Excess Interest" means, in respect of each ARD Loan that does not
repay on its Anticipated Repayment Date, the excess, if any, of interest accrued
on such mortgage loan at the Revised Rate over interest accrued on such mortgage
loan at the Initial Rate, together with interest thereon at the Revised Rate
from the date accrued to the date such interest is payable (generally, after
payment in full of the outstanding principal balance of such loan).

          "Excess Interest Sub-account" means an administrative account deemed
to be a sub-account of the Distribution Account. The Excess Interest Sub-account
will not be an asset of any REMIC Pool.

          "Excess Liquidation Proceeds" means the excess of (i) proceeds from
the sale or liquidation of a mortgage loan or related REO Property, net of
expenses over (ii) the amount that would have been received if a prepayment in
full had been made with respect to such mortgage loan (or, in the case of an REO
Property related to an A/B Mortgage Loan, a prepayment in full had been made
with respect to both the related A Note and B Note or, in the case of an REO
Property related to a Loan Pair, a prepayment in full had been made with respect
to both the Serviced Pari Passu Mortgage Loan and the Serviced Companion
Mortgage Loan) on the date such proceeds were received plus accrued and unpaid
interest with respect to that mortgage loan and any and all expenses with
respect to that mortgage loan. In the case of a Serviced Pari Passu Mortgage
Loan, Excess Liquidation Proceeds means only the pro rata share of such proceeds
that are allocable to the Trust.

          "Excess Servicing Fee" means an additional fee payable to Wells Fargo
that accrues at the Excess Servicing Fee Rate, which is assignable and
non-terminable.

          "Excess Servicing Fee Rate" means an amount per annum which is payable
each month with respect to certain mortgage loans in connection with the Excess
Servicing Fee. The Excess Servicing Fee Rate will range, on a loan-by-loan
basis, from 0.00% per annum to 0.12% per annum.

          "Exemptions" means the individual prohibited transaction exemptions
relating to pass-through certificates and the operation of asset pool investment
trusts granted by the DOL to the Underwriters, as amended.

          "Expense Losses" means, among other things:

          o    any interest paid to the master servicer, special servicer or the
               trustee in respect of unreimbursed Advances on the mortgage
               loans;

          o    all Special Servicer Compensation payable to the special servicer
               from amounts that are part of the Trust;

          o    other expenses of the Trust, including, but not limited to,
               specified reimbursements and indemnification payments to the
               trustee, the paying agent and certain related persons, specified
               reimbursements and indemnification payments to the Depositor, the
               master servicer, the special servicer, the Primary Servicer and
               certain related persons, specified taxes payable from the assets
               of the Trust, the costs and expenses of any tax audits with
               respect to the Trust and other tax-related expenses, rating
               agency fees not recovered from the borrower, amounts expended on
               behalf of the Trust to remediate an adverse environmental
               condition and the cost of various opinions of counsel required to
               be obtained in connection with the servicing of the mortgage
               loans and administration of the Trust; and

          o    any other expense of the Trust not specifically included in the
               calculation of Realized Loss for which there is no corresponding
               collection from the borrower.


                                      S-189



          "Financial Market Publishers" means TREPP, LLC and Intex Solutions,
Inc., or any successor entities thereof.

          "Fitch" means Fitch, Inc.

          "401(c) Regulations" means the final regulations issued by the DOL
under Section 401(c) of ERISA clarifying the application of ERISA to Insurance
Company General Accounts.

          "Initial Pool Balance" means the aggregate Cut-off Date Balance of
$1,534,723,955.

          "Initial Rate" means, with respect to any mortgage loan, the mortgage
rate in effect as of the Cut-off Date for such mortgage loan.

          "Insurance Proceeds" means all amounts paid by an insurer under an
insurance policy in connection with a mortgage loan, Serviced Companion Mortgage
Loan or B Note, other than amounts required to be paid to the related borrower
pursuant to law. With respect to the mortgaged property or properties securing
any Non-Serviced Mortgage Loan, only the portion of such amounts payable to the
holder of the related Non-Serviced Mortgage Loan will be included in Insurance
Proceeds, and with respect to the mortgaged property or properties securing any
Loan Pair or A/B Mortgage Loan, only an allocable portion of such Insurance
Proceeds will be distributable to the Certificateholders.

          "Interest Accrual Period" means, for each class of REMIC Regular
Certificates and each Distribution Date, the calendar month immediately
preceding the month in which such Distribution Date occurs.

          "Interest Only Certificates" means the Class X Certificates.

          "Interest Reserve Account" means an account that the master servicer
has established and will maintain for the benefit of the holders of the
certificates.

          "Interest Reserve Amount" means all amounts deposited in the Interest
Reserve Account with respect to Scheduled Payments due in any applicable January
and February.

          "Interest Reserve Loan" - See "Non-30/360 Loan" below.

          "Liquidation Fee" means 1.00% of the related Liquidation Proceeds
and/or any Condemnation Proceeds and Insurance Proceeds received by the Trust in
connection with a Specially Serviced Mortgage Loan or related REO Property (net
of any expenses). For the avoidance of doubt, a Liquidation Fee will be payable
in connection with a repurchase of an A Note by the holder of the related B Note
only to the extent set forth in the related intercreditor agreement.

          "Liquidation Proceeds" means proceeds from the sale or liquidation
(provided that for the purposes of calculating Liquidation Fees, Liquidation
Proceeds shall not include any proceeds from a repurchase of a mortgage loan by
a mortgage loan seller due to a Material Breach of a representation or warranty
or Material Document Defect) of a mortgage loan, Serviced Companion Mortgage
Loan or B Note or related REO Property, net of liquidation expenses. With
respect to the mortgaged property or properties securing any Non-Serviced
Mortgage Loan, only the portion of such amounts payable to the holder of the
related Non-Serviced Mortgage Loan will be included in Liquidation Proceeds, and
with respect to the mortgaged property or properties securing any Loan Pair or
A/B Mortgage Loan, only an allocable portion of such Liquidation Proceeds will
be distributable to the Certificateholders.

          "Loan Pair" means a Serviced Pari Passu Mortgage Loan and the related
Serviced Companion Mortgage Loan, collectively.

          "Lock-out Period" means the period during which voluntary Principal
Prepayments are prohibited.


                                      S-190



          "MAI" means Member of the Appraisal Institute.

          "Master Servicer Remittance Date" means, in each month, the business
day preceding the Distribution Date.

          "Master Servicing Fee" means the monthly amount, based on the Master
Servicing Fee Rate, to which the master servicer is entitled in compensation for
servicing the mortgage loans, any Serviced Companion Mortgage Loan and any B
Note.

          "Master Servicing Fee Rate" means the rate per annum payable each
month with respect to a mortgage loan (other than, in certain cases, the
Non-Serviced Mortgage Loans), any Serviced Companion Mortgage Loan and any B
Note in connection with the Master Servicing Fee as set forth in the Pooling and
Servicing Agreement. The Master Servicing Fee Rate for Wells Fargo Bank,
National Association will range, on a loan-by-loan basis, from 0.01% per annum
to 0.02% per annum.

          "Material Breach" means a breach of any of the representations and
warranties that (a) materially and adversely affects the interests of the
holders of the certificates in the related mortgage loan, or (b) both (i) the
breach materially and adversely affects the value of the mortgage loan and (ii)
the mortgage loan is a Specially Serviced Mortgage Loan or Rehabilitated
Mortgage Loan.

          "Material Document Defect" means a Document Defect that either (a)
materially and adversely affects the interests of the holders of the
certificates in the related mortgage loan, or (b) both (i) the Document Defect
materially and adversely affects the value of the mortgage loan and (ii) the
mortgage loan is a Specially Serviced Mortgage Loan or Rehabilitated Mortgage
Loan.

          "Money Term" means, with respect to any mortgage loan, Serviced
Companion Mortgage Loan or B Note, the stated maturity date, mortgage rate,
principal balance, amortization term or payment frequency or any provision of
the mortgage loan requiring the payment of a Prepayment Premium or Yield
Maintenance Charge (but does not include late fee or default interest
provisions).

          "Moody's" means Moody's Investors Service, Inc.

          "Mortgage File" means the following documents, among others:

          o    the original mortgage note (or lost note affidavit), endorsed
               (without recourse) in blank or to the order of the trustee;

          o    the original or a copy of the related mortgage(s), together with
               originals or copies of any intervening assignments of such
               document(s), in each case with evidence of recording thereon
               (unless such document(s) have not been returned by the applicable
               recorder's office);

          o    the original or a copy of any related assignment(s) of rents and
               leases (if any such item is a document separate from the
               mortgage), together with originals or copies of any intervening
               assignments of such document(s), in each case with evidence of
               recording thereon (unless such document(s) have not been returned
               by the applicable recorder's office);

          o    an assignment of each related mortgage in blank or in favor of
               the trustee, in recordable form;

          o    an assignment of any related assignment(s) of rents and leases
               (if any such item is a document separate from the mortgage) in
               blank or in favor of the trustee, in recordable form;

          o    an original or copy of the related lender's title insurance
               policy (or, if a title insurance policy has not yet been issued,
               a binder, commitment for title insurance or a preliminary title
               report); and

          o    when relevant, the related ground lease or a copy of it.


                                      S-191



          "Mortgage Loan Purchase Agreement" means each of the agreements
entered into between the Depositor and the respective mortgage loan seller, as
the case may be.

          "Mortgage Pool" means the one hundred fifty-three (153) mortgage loans
with an aggregate principal balance, as of the Cut-off Date, of approximately
$1,534,723,955, which may vary on the Closing Date by up to 5%.

          "MSMC" means Morgan Stanley Mortgage Capital Inc.

          "MSMC Loans" means the mortgage loans that were originated or
purchased by MSMC.

          "Net Aggregate Prepayment Interest Shortfall" means, for the related
Distribution Date, the aggregate of all Prepayment Interest Shortfalls incurred
in respect of the mortgage loans other than Specially Serviced Mortgage Loans
during any Collection Period that are neither offset by Prepayment Interest
Excesses collected on such mortgage loans during such Collection Period nor
covered by a Compensating Interest Payment paid by the master servicer.

          "Net Mortgage Rate" means, in general, with respect to any mortgage
loan, a per annum rate equal to the related mortgage rate (excluding any default
interest or any rate increase occurring after an Anticipated Repayment Date)
minus the related Administrative Cost Rate; provided that, for purposes of
calculating the Pass-Through Rate for each class of REMIC Regular Certificates
from time to time, the Net Mortgage Rate for any mortgage loan will be
calculated without regard to any modification, waiver or amendment of the terms
of such mortgage loan subsequent to the Closing Date. In addition, because the
certificates accrue interest on the basis of a 360-day year consisting of twelve
30-day months, when calculating the Pass-Through Rate for each Class of
certificates for each Distribution Date, the Net Mortgage Rate on a Non-30/360
Loan will be the annualized rate at which interest would have to accrue on the
basis of a 360-day year consisting of twelve 30-day months in order to result in
the accrual of the aggregate amount of net interest actually accrued (exclusive
of default interest or Excess Interest). However, with respect to each
Non-30/360 Loan:

o    the Net Mortgage Rate that would otherwise be in effect for purposes of the
     Scheduled Payment due in January of each year (other than a leap year) and
     February of each year will be adjusted to take into account the applicable
     one day's interest included in the Interest Reserve Amount; and

o    the Net Mortgage Rate that would otherwise be in effect for purposes of the
     Scheduled Payment due in March of each year (or January or February if the
     related Distribution Date is the final Distribution Date) will be adjusted
     to take into account the related withdrawal from the Interest Reserve
     Account for the preceding January, if applicable, and February.

          "Net Operating Income" or "NOI" means historical net operating income
for a mortgaged property for the annual or other period specified (or ending on
the "NOI Date" specified), and generally consists of revenue derived from the
use and operation of the mortgaged property, consisting primarily of rental
income (and in the case of residential cooperative mortgage loans, assuming that
the property was operated as a rental property), less the sum of (a) operating
expenses (such as utilities, administrative expenses, management fees and
advertising) and (b) fixed expenses, such as insurance, real estate taxes
(except in the case of certain mortgage loans included in the Trust, where the
related borrowers are exempted from real estate taxes and assessments) and, if
applicable, ground lease payments. Net operating income generally does not
reflect (i.e. it does not deduct for) capital expenditures, including tenant
improvement costs and leasing commissions, interest expenses and non-cash items
such as depreciation and amortization.

          "Non-Serviced Companion Mortgage Loan" means a loan not included in
the Trust that is generally payable on a pari passu basis with the related
Non-Serviced Mortgage Loan. There are no Non-Serviced Companion Mortgage Loans
related to the Trust.

          "Non-Serviced Mortgage Loan" means a mortgage loan included in the
Trust but serviced under another agreement. There are no Non-Serviced Mortgage
Loans related to the Trust.


                                      S-192



          "Non-Serviced Mortgage Loan B Note" means any related note subordinate
in right of payment to a Non-Serviced Mortgage Loan. There are no Non-Serviced
Mortgage Loan B Notes related to the Trust.

          "Non-Serviced Mortgage Loan Group" means a loan group comprised of
Non-Serviced Mortgage Loans, Non-Serviced Companion Mortgage Loans, and/or
Non-Serviced Mortgage Loan B Notes. There are no Non-Serviced Mortgage Loan
Groups related to the Trust.

          "Non-Serviced Mortgage Loan Master Servicer" means the applicable
"master servicer" under the related Non-Serviced Mortgage Loan Pooling and
Servicing Agreement.

          "Non-Serviced Mortgage Loan Mortgage" means the mortgage securing a
Non-Serviced Mortgage Loan.

          "Non-Serviced Mortgage Loan Pooling and Servicing Agreement" means a
pooling and servicing agreement under which a Non-Serviced Mortgage Loan is
serviced.

          "Non-Serviced Mortgage Loan Special Servicer" means the applicable
"special servicer" under the related Non-Serviced Mortgage Loan Pooling and
Servicing Agreement.

          "Non-Serviced Mortgage Loan Trustee" means the applicable "trustee"
under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement.

          "Non-30/360 Loan" or "Interest Reserve Loan" means a mortgage loan
that accrues interest other than on the basis of a 360-day year consisting of
twelve 30-day months.

          "Notional Amount" means the notional principal amount of the Class X
Certificates, which will be based upon the outstanding principal balance of the
Principal Balance Certificates outstanding from time to time.

          "OID" means original issue discount.

          "Operating Adviser" means that entity appointed by the holders of a
majority of the Controlling Class which will have the right to receive
notification from, and in specified cases to direct, the special servicer in
regard to specified actions; provided, that, with respect to an A/B Mortgage
Loan, a holder of the related B Note, will, to the extent set forth in the
related intercreditor agreement, instead be entitled to the rights and powers
granted to the Operating Adviser under the Pooling and Servicing Agreement to
the extent such rights and powers relate to the related A/B Mortgage Loan (but
only so long as the holder of the related B Note is the directing holder or
controlling holder, as defined in the related Intercreditor Agreement). The
initial Operating Adviser will be ARCap REIT, Inc., an affiliate of the special
servicer.

          "Option" means the option to purchase from the Trust any defaulted
mortgage loan, as described under "Servicing of the Mortgage Loans--Sale of
Defaulted Mortgage Loans," in this prospectus supplement.

          "P&I Advance" means the amount of any Scheduled Payments or Assumed
Scheduled Payment (net of the related Master Servicing Fees, Excess Servicing
Fees, Primary Servicing Fees and other servicing fees payable from such
Scheduled Payments or Assumed Scheduled Payments), other than any Balloon
Payment, advanced on the mortgage loans that are delinquent as of the close of
business on the preceding Determination Date.

          "Pari Passu Loan Servicing Fee" means the monthly amount, based on the
Pari Passu Loan Servicing Fee Rate, paid as compensation for the servicing of
the applicable Non-Serviced Mortgage Loan.

          "Pari Passu Loan Servicing Fee Rate" means the servicing fee rate
applicable to any Non-Serviced Mortgage Loan pursuant to its related
Non-Serviced Mortgage Loan Pooling and Servicing Agreement.

          "Participants" means DTC's participating organizations.


                                      S-193



          "Parties in Interest" means persons who have specified relationships
to Plans ("parties in interest" under ERISA or "disqualified persons" under
Section 4975 of the Code).

          "Pass-Through Rate" means the rate per annum at which any Class of
certificates (other than the Residual Certificates) accrues interest.

          "PCFII" means Principal Commercial Funding II, LLC.

          "PCFII Loans" means the mortgage loans that were originated for PCFII
by its affiliates.

          "Percentage Interest" will equal, as evidenced by any certificate in
the Class to which it belongs, a fraction, expressed as a percentage, the
numerator of which is equal to the initial Certificate Balance or Notional
Amount, as the case may be, of such certificate as set forth on the face of the
certificate, and the denominator of which is equal to the initial aggregate
Certificate Balance or Notional Amount, as the case may be, of such Class.

          "Percent Leased" means the percentage of square feet or units, as the
case may be, of a mortgaged property that was occupied or leased or, in the case
of hospitality properties, average units so occupied over a specified period, as
of a specified date (identified on Appendix II to this prospectus supplement as
the "Percent Leased as of Date"), as specified by the borrower or as derived
from the mortgaged property's rent rolls, operating statements or appraisals or
as determined by a site inspection of such mortgaged property. Such percentage
includes tenants which have executed a lease to occupy such mortgaged property
even though the applicable tenant has not taken physical occupancy.

          "Permitted Cure Period" means, for the purposes of any Material
Document Defect or Material Breach in respect of any mortgage loan, the 90-day
period immediately following the earlier of the discovery by the related
mortgage loan seller or receipt by the related mortgage loan seller of notice of
such Material Document Defect or Material Breach, as the case may be. However,
if such Material Document Defect or Material Breach, as the case may be, cannot
be corrected or cured in all material respects within such 90-day period and
such Document Defect or Material Breach would not cause the mortgage loan to be
other than a "qualified mortgage", but the related mortgage loan seller is
diligently attempting to effect such correction or cure, then the applicable
Permitted Cure Period will be extended for an additional 90 days unless, solely
in the case of a Material Document Defect, (x) the mortgage loan is then a
Specially Serviced Mortgage Loan and a Servicing Transfer Event has occurred as
a result of a monetary default or as described in the second and fifth bullet
points of the definition of Specially Serviced Mortgage Loan and (y) the
Document Defect was identified in a certification delivered to the related
mortgage loan seller by the trustee in accordance with the Pooling and Servicing
Agreement.

          "Planned Principal Balance" means, for any Distribution Date, the
balance shown for such Distribution Date in the table set forth in Schedule A to
this prospectus supplement.

          "Plans" means (a) employee benefit plans as defined in Section 3(3) of
ERISA that are subject to Title I of ERISA, (b) plans as defined in Section 4975
of the Code that are subject to Section 4975 of the Code, (c) any other
retirement plan or employee benefit plan or arrangement subject to applicable
federal, state or local law materially similar to the foregoing provisions of
ERISA and the Code, and (d) entities whose underlying assets include plan assets
by reason of a plan's investment in such entities.

          "Pooling and Servicing Agreement" means the Pooling and Servicing
Agreement, dated as of October 1, 2006, between Bear Stearns Commercial Mortgage
Securities Inc., as depositor, Wells Fargo Bank, National Association, as master
servicer, ARCap Servicing, Inc., as special servicer, LaSalle Bank National
Association, as trustee and Wells Fargo Bank, National Association, as paying
agent, certificate registrar and authenticating agent.

          "Prepayment Interest Excess" means, in the case of a mortgage loan in
which a full or partial Principal Prepayment or a Balloon Payment is made during
any Collection Period after the Due Date for such mortgage loan, the amount of
interest which accrues on the amount of such Principal Prepayment or Balloon
Payment that exceeds the corresponding amount of interest accruing on the
certificates. The amount of the Prepayment Interest Excess in any such case will
generally equal the interest that accrues on the mortgage loan from such Due
Date to the date


                                      S-194



such payment was made, net of the Trustee Fee, the Master Servicing Fee, the
Primary Servicing Fee, the Pari Passu Loan Servicing Fee (in the case of any
Non-Serviced Mortgage Loan), the Excess Servicing Fee and, if the related
mortgage loan is a Specially Serviced Mortgage Loan, net of the Special
Servicing Fee.

          "Prepayment Interest Shortfall" means, a shortfall in the collection
of a full month's interest for any Distribution Date and with respect to any
mortgage loan as to which the related borrower has made a full or partial
Principal Prepayment (or a Balloon Payment) during the related Collection
Period, and the date such payment was made occurred prior to the Due Date for
such mortgage loan in such Collection Period (including any shortfall resulting
from such a payment during the grace period relating to such Due Date). Such a
shortfall arises because the amount of interest (net of the Master Servicing
Fee, the Primary Servicing Fee, the Excess Servicing Fee, the Pari Passu Loan
Servicing Fee (in the case of any Non-Serviced Mortgage Loan) and the Trustee
Fee that accrues on the amount of such Principal Prepayment or Balloon Payment
will be less than the corresponding amount of interest accruing on the
Certificates. In such a case, the Prepayment Interest Shortfall will generally
equal the excess of:

o    the aggregate amount of interest that would have accrued at the Net
     Mortgage Rate (less the Special Servicing Fee, if the related mortgage loan
     is a Specially Serviced Mortgage Loan) on the Scheduled Principal Balance
     of such mortgage loan if the mortgage loan had paid on its Due Date and
     such Principal Prepayment or Balloon Payment had not been made, over

o    the aggregate interest that did so accrue through the date such payment was
     made (net of the Master Servicing Fee, the Primary Servicing Fee, the
     Excess Servicing Fee, the Pari Passu Loan Servicing Fee payable in
     connection with any Non-Serviced Mortgage Loan, the Special Servicing Fee,
     if the related mortgage loan is a Specially Serviced Mortgage Loan, and the
     Trustee Fee).

          "Prepayment Premium" means, with respect to any mortgage loan,
Serviced Companion Mortgage Loan or B Note for any Distribution Date, prepayment
premiums and charges, if any, received during the related Collection Period in
connection with Principal Prepayments on such mortgage loan, Serviced Companion
Mortgage Loan or B Note.

          "Primary Servicer" means Principal Global Investors, LLC.

          "Primary Servicing Fee" means the monthly amount, based on the Primary
Servicing Fee Rate, paid as compensation for the primary servicing of the
mortgage loans.

          "Primary Servicing Fee Rate" means an amount per annum set forth in
the Pooling and Servicing Agreement, which is payable each month with respect to
a mortgage loan in connection with the Primary Servicing Fee. The primary
servicing fee rate for Principal Global Investors, LLC is 0.01% per annum. The
primary servicing fee rate (including any subservicing fees) for Wells Fargo
Bank, National Association will range, on a loan-by-loan basis, from 0.01% per
annum to 0.10% per annum.

          "Principal Balance Certificates" means, upon initial issuance, the
Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-M, Class A-J,
Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class M, Class N, Class O and Class P Certificates.

          "Principal Distribution Amount" equals, in general, for any
Distribution Date, the aggregate of the following:

o    the principal portions of all Scheduled Payments (other than the principal
     portion of Balloon Payments) and any Assumed Scheduled Payments, in each
     case, to the extent received or advanced, as the case may be, in respect of
     the mortgage loans and any REO mortgage loans (but not in respect of any
     Serviced Companion Mortgage Loan or B Note or, in either case, its
     respective successor REO mortgage loan) for their respective Due Dates
     occurring during the related Collection Period; and

o    all payments (including Principal Prepayments and the principal portion of
     Balloon Payments (but not in respect of any Serviced Companion Mortgage
     Loan or B Note or, in either case, its respective successor REO mortgage


                                      S-195



     loan)) and other collections (including Liquidation Proceeds (other than
     the portion, if any, constituting Excess Liquidation Proceeds),
     Condemnation Proceeds, Insurance Proceeds and REO Income (each as defined
     in this prospectus supplement) and proceeds of mortgage loan repurchases)
     that were received on or in respect of the mortgage loans (but not in
     respect of any Serviced Companion Mortgage Loan or B Note) during the
     related Collection Period and that were identified and applied by the
     master servicer as recoveries of principal.

          The following amounts shall generally reduce the Principal
Distribution Amount to the extent applicable:

o    if any Advances previously made in respect of any mortgage loan that
     becomes the subject of a workout are not fully repaid at the time of that
     workout, then those Advances (and advance interest thereon) are
     reimbursable from amounts allocable to principal received with respect to
     the Mortgage Pool during the Collection Period for the related Distribution
     Date, and the Principal Distribution Amount will be reduced (to not less
     than zero) by any of those Advances (and advance interest thereon) that are
     reimbursed from such principal collections during that Collection Period
     (provided that if any of those amounts that were reimbursed from such
     principal collections are subsequently recovered on the related mortgage
     loan, such recoveries will increase the Principal Distribution Amount for
     the distribution date following the Collection Period in which the
     subsequent recovery occurs); and

o    if any advance previously made in respect of any mortgage loan is
     determined to be nonrecoverable, then that advance (unless the applicable
     party entitled to the reimbursement elects to defer all or a portion of the
     reimbursement as described in this prospectus supplement) will be
     reimbursable (with advance interest thereon) first from amounts allocable
     to principal received with respect to the Mortgage Pool during the
     Collection Period for the related Distribution Date (prior to reimbursement
     from other collections) and the Principal Distribution Amount will be
     reduced (to not less than zero) by any of those Advances (and advance
     interest thereon) that are reimbursed from such principal collections on
     the Mortgage Pool during that Collection Period (provided that if any of
     those amounts that were reimbursed from such principal collections are
     subsequently recovered (notwithstanding the nonrecoverability
     determination) on the related mortgage loan, such recovery will increase
     the Principal Distribution Amount for the distribution date following the
     Collection Period in which the subsequent recovery occurs).

          "Principal Prepayments" means any voluntary or involuntary payment or
collection of principal on a Mortgage Loan, Serviced Companion Mortgage Loan or
B Note which is received or recovered in advance of its scheduled Due Date and
applied to reduce the Principal Balance of the Mortgage Loan, Serviced Companion
Mortgage Loan or B Note in advance of its scheduled Due Date.

          "PTCE" means a DOL Prohibited Transaction Class Exemption.

          "Purchase Price" means that amount at least equal to the unpaid
principal balance of such mortgage loan, together with accrued but unpaid
interest thereon to but not including the Due Date in the Collection Period in
which the purchase or liquidation occurs and the amount of any expenses related
to such mortgage loan and any related B Note, Serviced Companion Mortgage Loan
or REO Property (including any unreimbursed Servicing Advances, Advance Interest
related to such mortgage loan and any related B Note or Serviced Companion
Mortgage Loan, and also includes the amount of any Servicing Advances (and
interest thereon) that were reimbursed from principal collections on the
Mortgage Pool and not subsequently recovered from the related mortgagor), and
any Special Servicing Fees and Liquidation Fees paid with respect to the
mortgage loan and/or (if applicable) its related B Note or any related Serviced
Companion Mortgage Loan that are reimbursable to the master servicer, the
special servicer or the trustee, plus if such mortgage loan is being repurchased
or substituted for by a seller pursuant to the related Mortgage Loan Purchase
Agreement, all expenses reasonably incurred or to be incurred by the Primary
Servicer, the master servicer, the special servicer, the Depositor or the
trustee in respect of the Material Breach or Material Document Defect giving
rise to the repurchase or substitution obligation (and that are not otherwise
included above).

          "Qualifying Substitute Mortgage Loan" means a mortgage loan having the
characteristics required in the Pooling and Servicing Agreement and otherwise
satisfying the conditions set forth therein and for which the Rating Agencies
have confirmed in writing that such mortgage loan would not result in a
withdrawal, downgrade or qualification of the then current ratings on the
certificates.


                                      S-196



          "Rated Final Distribution Date" means the first Distribution Date that
follows by at least 60 months the end of the amortization term of the ARD Loan
that, as of the Cut-off Date, has the longest remaining amortization term.

          "Rating Agencies" means Fitch and Moody's.

          "Realized Losses" means losses arising from the inability of the
trustee, master servicer or the special servicer to collect all amounts due and
owing under any defaulted mortgage loan, including by reason of any
modifications to the terms of a mortgage loan, bankruptcy of the related
borrower or a casualty of any nature at the related mortgaged property, to the
extent not covered by insurance. The Realized Loss, if any, in respect of a
liquidated mortgage loan or related REO Property, will generally equal the
excess, if any, of:

o    the outstanding principal balance of such mortgage loan as of the date of
     liquidation, together with all accrued and unpaid interest thereon at the
     related mortgage rate, over

o    the aggregate amount of Liquidation Proceeds, if any, recovered in
     connection with such liquidation, net of any portion of such liquidation
     proceeds that is payable or reimbursable in respect of related liquidation
     and other servicing expenses to the extent not already included in Expense
     Losses.

          If the mortgage rate on any mortgage loan is reduced or a portion of
the debt due under any mortgage loan is forgiven, whether in connection with a
modification, waiver or amendment granted or agreed to by the special servicer
or in connection with a bankruptcy or similar proceeding involving the related
borrower, the resulting reduction in interest paid and the principal amount so
forgiven, as the case may be, also will be treated as a Realized Loss. Any
reimbursements of Advances determined to be nonrecoverable (and interest on such
Advances) that are made in any Collection Period from collections of principal
that would otherwise be included in the Principal Distribution Amount for the
related Distribution Date, will generally create a deficit (or increase an
otherwise-existing deficit) between the aggregate principal balance of the
Mortgage Pool and the total principal balance of the certificates on the
succeeding Distribution Date. The related reimbursements and payments made
during any Collection Period will therefore result in the allocation of those
amounts as Realized Losses (in reverse sequential order in accordance with the
loss allocation rules described in this prospectus supplement) to reduce
principal balances of the Principal Balance Certificates on the Distribution
Date for that Collection Period.

          "Record Date" means, with respect to each Class of offered
certificates for each Distribution Date, the last business day of the calendar
month immediately preceding the month in which such Distribution Date occurs.

          "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 Fed. Reg. 1,506-1,631 (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.

          "Rehabilitated Mortgage Loan" means a Specially Serviced Mortgage Loan
for which (a) three consecutive Scheduled Payments have been made, in the case
of any such mortgage loan, Serviced Companion Mortgage Loan or B Note that was
modified, based on the modified terms, or a complete defeasance shall have
occurred, (b) no other Servicing Transfer Event has occurred and is continuing
with respect to such mortgage loan and (c) the Trust has been reimbursed for all
costs incurred as a result of the occurrence of the Servicing Transfer Event or
such amounts have been forgiven. An A Note will not constitute a Rehabilitated
Mortgage Loan unless its related B Note would also constitute a Rehabilitated
Mortgage Loan. A B Note will not constitute a Rehabilitated Mortgage Loan unless
its related A Note also would constitute a Rehabilitated Mortgage Loan. A
Serviced Pari Passu Mortgage Loan will not constitute a Rehabilitated Mortgage
Loan unless the related Serviced Companion Mortgage Loan would also constitute a
Rehabilitated Mortgage Loan. A Serviced Companion Mortgage Loan will not
constitute a Rehabilitated Mortgage Loan unless the related Serviced Pari Passu
Mortgage Loan would also constitute a Rehabilitated Mortgage Loan.


                                      S-197



          "REMIC" means a "real estate mortgage investment conduit," within the
meaning of Section 860D(a) of the Code.

          "REMIC Regular Certificates" means the Senior Certificates and the
Subordinate Certificates.

          "REO Income" means the income received in connection with the
operation of an REO Property, net of certain expenses specified in the Pooling
and Servicing Agreement. With respect to any Non-Serviced Mortgage Loan (if the
applicable Non-Serviced Mortgage Loan Special Servicer has foreclosed upon the
mortgaged property or properties securing such Non-Serviced Mortgage Loan
Mortgage), the REO Income shall include only the portion of such net income that
is payable to the holder of such Non-Serviced Mortgage Loan, and with respect to
any Loan Pair or A/B Mortgage Loan, only an allocable portion of such REO Income
will be distributable to the Certificateholders.

          "REO Property" means any mortgaged property acquired on behalf of the
Certificateholders in respect of a defaulted mortgage loan through foreclosure,
deed in lieu of foreclosure or otherwise.

          "REO Tax" means a tax on "net income from foreclosure property" within
the meaning of the REMIC provisions of the Code.

          "Reserve Account" means an account in the name of the paying agent for
the deposit of any Excess Liquidation Proceeds.

          "Residual Certificates" means the Class R-I Certificates, the Class
R-II Certificates and the Class R-III Certificates.

          "Revised Rate" means, with respect to any mortgage loan, a fixed rate
per annum equal to the Initial Rate plus a specified percentage.

          "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc.

          "Scheduled Payment" means, in general, for any mortgage loan, Serviced
Companion Mortgage Loan or B Note on any Due Date, the amount of the scheduled
payment of principal and interest, or interest only, due thereon on such date,
taking into account any waiver, modification or amendment of the terms of such
mortgage loan, Serviced Companion Mortgage Loan or B Note subsequent to the
Closing Date, whether agreed to by the special servicer or occurring in
connection with a bankruptcy proceeding involving the related borrower.

          "Scheduled Principal Balance" means, in respect of any mortgage loan,
Serviced Companion Mortgage Loan, Loan Pair, B Note or REO mortgage loan on any
Distribution Date will generally equal its Cut-off Date Balance, as defined
above (less any principal amortization occurring on or prior to the Cut-off
Date), reduced, to not less than zero, by:

o    any payments or other collections of principal, or Advances in lieu of such
     payments or collections, on such mortgage loan that have been collected or
     received during any preceding Collection Period, other than any Scheduled
     Payments due in any subsequent Collection Period; and

o    the principal portion of any Realized Loss and Expense Loss incurred in
     respect of such mortgage loan during any preceding Collection Period.

          "Senior Certificates" means the Class A Senior Certificates and the
Class X Certificates.

          "Serviced Companion Mortgage Loan" means a loan not included in the
Trust but serviced pursuant to the Pooling and Servicing Agreement and secured
on a pari passu basis with the related Serviced Pari Passu Mortgage Loan. The
225 South Sixth Street Companion Loan is a Serviced Companion Mortgage Loan.


                                      S-198



          "Serviced Pari Passu Mortgage Loan" means a mortgage loan included in
the Trust that is serviced under the Pooling and Servicing Agreement and secured
by a mortgaged property that secures one or more other loans on a pari passu
basis that are not included in the Trust. The 225 South Sixth Street Pari Passu
Loan is a Serviced Pari Passu Mortgage Loan.

          "Servicing Advances" means, in general, customary, reasonable and
necessary "out-of-pocket" costs and expenses required to be incurred by the
master servicer in connection with the servicing of a mortgage loan after a
default, whether or not a payment default, delinquency or other unanticipated
event, or in connection with the administration of any REO Property.

          "Servicing Function Participant" means any person, other than the
master servicer and the special servicer, that, within the meaning of Item 1122
of Regulation AB, is 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 the master servicer or the
special servicer, as the case may be, to service and administer the mortgage
loans (and any Serviced Companion Mortgage Loan and any B Note, but not any
Non-Serviced Mortgage Loan) that it is obligated to service and administer
pursuant to the Pooling and Servicing Agreement on behalf of the trustee and in
the best interests of and for the benefit of the Certificateholders (and, in the
case of any Serviced Companion Mortgage Loan or any B Note, the related holder
of such Serviced Companion Mortgage Loan or B Note, as applicable) as a
collective whole (as determined by the master servicer or the special servicer,
as the case may be, in its good faith and reasonable judgment), in accordance
with applicable law, the terms of the Pooling and Servicing Agreement and the
terms of the respective mortgage loans, any Serviced Companion Mortgage Loan and
any B Note and any related intercreditor or co-lender agreement and, to the
extent consistent with the foregoing, further as follows:

o    with the same care, skill and diligence as is normal and usual in its
     general mortgage servicing and REO Property management activities on behalf
     of third parties or on behalf of itself, whichever is higher, with respect
     to mortgage loans and REO properties that are comparable to those for which
     it is responsible under the Pooling and Servicing Agreement;

o    with a view to the timely collection of all Scheduled Payments of principal
     and interest under the mortgage loans, any Serviced Companion Mortgage Loan
     and any B Note or, if a mortgage loan, any Serviced Companion Mortgage Loan
     or B Note comes into and continues in default and if, in the good faith and
     reasonable judgment of the special servicer, no satisfactory arrangements
     can be made for the collection of the delinquent payments, the maximization
     of the recovery of principal and interest on such mortgage loan to the
     Certificateholders (as a collective whole) (or in the case of any A/B
     Mortgage Loan and its related B Note or a Loan Pair, the maximization of
     recovery thereon of principal and interest to the Certificateholders and
     the holder of the related B Note or the Serviced Companion Mortgage Loan,
     as applicable, all taken as a collective whole) on a net present value
     basis (the relevant discounting of anticipated collections that will be
     distributable to Certificateholders to be performed at the rate determined
     by the special servicer but in any event not less than (i) the related Net
     Mortgage Rate, in the case of the mortgage loans (other than any A Note or
     Serviced Pari Passu Mortgage Loan), or (ii) the weighted average of the
     mortgage rates on the related A Note and B Note, in the case of any A/B
     Mortgage Loan, and on the Serviced Pari Passu Mortgage Loan and the related
     Serviced Companion Mortgage Loan, in the case of a Loan Pair); and without
     regard to:

          i.   any other relationship that the master servicer or the special
               servicer, as the case may be, or any of their affiliates may have
               with the related borrower;

          ii.  the ownership of any certificate or any interest in any Serviced
               Companion Mortgage Loan, any Non-Serviced Companion Mortgage
               Loan, any B Note or any mezzanine loan related to a mortgage loan
               by the master servicer or the special servicer, as the case may
               be, or any of their affiliates;

          iii. the master servicer's obligation to make Advances;


                                     S-199



          iv.  the right of the master servicer (or any of their affiliates) or
               the special servicer, as the case may be, to receive
               reimbursement of costs, or the sufficiency of any compensation
               payable to it, under the Pooling and Servicing Agreement or with
               respect to any particular transaction; and

          v.   any obligation of the master servicer (or any of its affiliates)
               to repurchase any mortgage loan from the Trust.

          "Servicing Transfer Event" means an instance where an event has
occurred that has caused a mortgage loan (other than a Non-Serviced Mortgage
Loan), a Serviced Companion Mortgage Loan or a B Note to become a Specially
Serviced Mortgage Loan. If a Servicing Transfer Event occurs with respect to any
A Note, it will be deemed to have occurred also with respect to the related B
Note; provided, however, that if a Servicing Transfer Event would otherwise have
occurred with respect to an A Note, but has not so occurred solely because the
holder of the related B Note has exercised its cure rights under the related
intercreditor agreement, a Servicing Transfer Event will not occur with respect
to the related A/B Mortgage Loan. If a Servicing Transfer Event occurs with
respect to any B Note, it will be deemed to have occurred also with respect to
the related A Note. If a Servicing Transfer Event occurs with respect to a
Serviced Pari Passu Mortgage Loan, it will be deemed to have occurred also with
respect to the related Serviced Companion Mortgage Loan. If a Servicing Transfer
Event occurs with respect to a Serviced Companion Mortgage Loan, it will be
deemed to have occurred also with respect to the related Serviced Pari Passu
Mortgage Loan. Under any applicable Non-Serviced Mortgage Loan Pooling and
Servicing Agreement, if a Servicing Transfer Event occurs with respect to a
Non-Serviced Companion Mortgage Loan, it will be deemed to have occurred also
with respect to the related Non-Serviced Mortgage Loan.

          "Specially Serviced Mortgage Loan" means the following:

o    any mortgage loan (other than an A/B Mortgage Loan), Serviced Companion
     Mortgage Loan or B Note as to which a Balloon Payment is past due, and the
     master servicer has determined that payment is unlikely to be made on or
     before the 60th day succeeding the date the Balloon Payment was due, or any
     other payment is more than 60 days past due or has not been made on or
     before the second Due Date following the date such payment was due;

o    any mortgage loan, Serviced Companion Mortgage Loan or B Note as to which,
     to the master servicer's knowledge, the borrower has consented to the
     appointment of a receiver or conservator in any insolvency or similar
     proceeding of or relating to such borrower or to all or substantially all
     of its property, or the borrower has become the subject of a decree or
     order issued under a bankruptcy, insolvency or similar law and such decree
     or order shall have remained undischarged or unstayed for a period of 30
     days;

o    any mortgage loan, Serviced Companion Mortgage Loan or B Note as to which
     the master servicer shall have received notice of the foreclosure or
     proposed foreclosure of any other lien on the mortgaged property;

o    any mortgage loan, Serviced Companion Mortgage Loan or B Note as to which
     the master servicer has knowledge of a default (other than a failure by the
     related borrower to pay principal or interest) which, in the judgment of
     the master servicer, materially and adversely affects the interests of the
     Certificateholders or the holder of the related B Note or Serviced
     Companion Mortgage Loan and which has occurred and remains unremedied for
     the applicable grace period specified in such mortgage loan (or, if no
     grace period is specified, 60 days);

o    any mortgage loan, Serviced Companion Mortgage Loan or B Note as to which
     the borrower admits in writing its inability to pay its debts generally as
     they become due, files a petition to take advantage of any applicable
     insolvency or reorganization statute, makes an assignment for the benefit
     of its creditors or voluntarily suspends payment of its obligations; or


                                      S-200



o    any mortgage loan, Serviced Companion Mortgage Loan or B Note as to which,
     in the judgment of the master servicer, (a) (other than with respect to any
     A/B Mortgage Loan), a payment default is imminent or is likely to occur
     within 60 days, or (b) any other default is imminent or is likely to occur
     within 60 days and such default, in the judgment of the master servicer is
     reasonably likely to materially and adversely affect the interests of the
     Certificateholders or the holder of the related B Note or Serviced
     Companion Mortgage Loan (as the case may be).

          "Special Servicer Compensation" means such fees payable to the special
servicer, collectively, including the Special Servicing Fee, the Workout Fee,
the Liquidation Fee and any other fees payable to the special servicer pursuant
to the Pooling and Servicing Agreement.

          "Special Servicer Event of Default" means, with respect to the special
servicer under the Pooling and Servicing Agreement, any one of the following
events:

o    any failure by the special servicer to remit to the paying agent or the
     master servicer within one business day of the date when due any amount
     required to be so remitted under the terms of the Pooling and Servicing
     Agreement;

o    any failure by the special servicer to deposit into any account any amount
     required to be so deposited or remitted under the terms of the Pooling and
     Servicing Agreement which failure continues unremedied for one business day
     following the date on which such deposit or remittance was first required
     to be made;

o    any failure on the part of the special servicer duly to observe or perform
     in any material respect any other of the covenants or agreements on the
     part of the special servicer contained in the Pooling and Servicing
     Agreement which continues unremedied for a period of 30 days after the date
     on which written notice of such failure, requiring the same to be remedied,
     shall have been given to the special servicer by the Depositor or the
     trustee; provided, however, that to the extent that the special servicer
     certifies to the trustee and the Depositor that the special servicer is in
     good faith attempting to remedy such failure and the Certificateholders
     shall not be materially and adversely affected thereby, such cure period
     will be extended to the extent necessary to permit the special servicer to
     cure such failure, provided that such cure period may not exceed 90 days;

o    any breach by the special servicer of the representations and warranties
     contained in the Pooling and Servicing Agreement that materially and
     adversely affects the interests of the holders of any Class of certificates
     and that continues unremedied for a period of 30 days after the date on
     which notice of such breach, requiring the same to be remedied, shall have
     been given to the special servicer by the Depositor or the trustee,
     provided, however, that to the extent that the special servicer is in good
     faith attempting to remedy such breach and the Certificateholders shall not
     be materially and adversely affected thereby, such cure period may be
     extended to the extent necessary to permit the special servicer to cure
     such failure, provided that such cure period may not exceed 90 days;

o    a decree or order of a court or agency or supervisory authority having
     jurisdiction in the premises in an involuntary case under any present or
     future federal or state bankruptcy, insolvency or similar law for the
     appointment of a conservator, receiver, liquidator, trustee or similar
     official in any bankruptcy, insolvency, readjustment of debt, marshalling
     of assets and liabilities or similar proceedings, or for the winding-up or
     liquidation of its affairs, shall have been entered against the special
     servicer and such decree or order shall have remained in force undischarged
     or unstayed for a period of 60 days;

o    the special servicer shall consent to the appointment of a conservator,
     receiver, liquidator, trustee or similar official in any bankruptcy,
     insolvency, readjustment of debt, marshalling of assets and liabilities or
     similar proceedings of or relating to the special servicer or of or
     relating to all or substantially all of its property;

o    the special servicer shall admit in writing its inability to pay its debts
     generally as they become due, file a petition to take advantage of any
     applicable bankruptcy, insolvency or reorganization statute, make an


                                     S-201



     assignment for the benefit of its creditors, voluntarily suspend payment of
     its obligations, or take any corporate action in furtherance of the
     foregoing;

o    the trustee shall have received notice from Fitch that the continuation of
     the special servicer in such capacity would result in the downgrade,
     qualification or withdrawal of any rating then assigned by Fitch to any
     Class of certificates;

o    the special servicer has been downgraded to a servicer rating level below
     CSS3, or its then equivalent, by Fitch;

o    the servicing officer of the special servicer receives actual knowledge
     that Moody's has (i) qualified, downgraded or withdrawn its rating or
     ratings of one or more classes of certificates, or (ii) placed one or more
     classes of certificates on "watch status" in contemplation of a rating
     downgrade or withdrawal (and such "watch status" placement shall not have
     been withdrawn by Moody's within 60 days of the date that a servicing
     officer of the special servicer obtained such actual knowledge), and, in
     the case of either (i) or (ii), citing servicing concerns with the special
     servicer as the sole or material factor in such rating action; or

o    the special servicer, or any primary servicer or sub-servicer appointed by
     the special servicer after the Closing Date, shall fail to deliver the
     items required to be delivered by such servicer to enable the Depositor to
     comply with the Trust's reporting obligations under the Securities Exchange
     Act of 1934, as amended, and the Trust's disclosure obligations under
     Regulation AB by the time provided for in the Pooling and Servicing
     Agreement.

          "Special Servicing Fee" means an amount equal to, in any month, the
portion of a rate equal to 0.25% per annum applicable to such month, determined
in the same manner as the applicable mortgage rate is determined for each
Specially Serviced Mortgage Loan for such month, of the outstanding Scheduled
Principal Balance of each Specially Serviced Mortgage Loan.

          "Structuring Assumptions" means the following assumptions:

o    the mortgage rate as of the Closing Date on each mortgage loan remains in
     effect until maturity or its Anticipated Repayment Date;

o    the initial Certificate Balances and initial Pass-Through Rates of the
     certificates are as presented in this prospectus supplement;

o    the Closing Date for the sale of the certificates is October 31, 2006;

o    distributions on the certificates are made on the 12th day of each month,
     commencing in November 2006;

o    there are no delinquencies, defaults or Realized Losses with respect to the
     mortgage loans;

o    Scheduled Payments on the mortgage loans are timely received on the first
     day of each month;

o    the Trust does not experience any Expense Losses;

o    no Principal Prepayment on any mortgage loan is made during its Lock-out
     Period, if any, or during any period when Principal Prepayments on such
     mortgage loans are required to be accompanied by a Yield Maintenance
     Charge, Prepayment Premium or a defeasance requirement, and otherwise
     Principal Prepayments are made on the mortgage loans at the indicated
     levels of CPR, notwithstanding any limitations in the mortgage loans on
     partial prepayments;

o    no Prepayment Interest Shortfalls occur;

o    no mortgage loan exercises its partial release option;


                                     S-202



o    no amounts that would otherwise be payable to Certificateholders as
     principal are paid to the master servicer, the special servicer or the
     trustee as reimbursements of any nonrecoverable Advances, unreimbursed
     Advances outstanding as of the date of modification of any mortgage loan
     and any related interest on those Advances;

o    no mortgage loan is the subject of a repurchase or substitution by any
     party and no optional termination of the Trust occurs;

o    each ARD Loan pays in full on its Anticipated Repayment Date; and

o    any mortgage loan with the ability to choose defeasance or yield
     maintenance chooses yield maintenance.

          "Subordinate Certificates" means the Class A-M, Class A-J, Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N, Class O and Class P Certificates.

          "Treasury Rate" unless a different term methodology or source is
otherwise specified in the related mortgage loan document, is the yield
calculated by the linear interpolation of the yields, as reported in Federal
Reserve Statistical Release H.15-Selected Interest Rates under the heading "U.S.
government securities/Treasury constant maturities" for the week ending prior to
the date of the relevant Principal Prepayment, of U.S. Treasury constant
maturities with a maturity date, one longer and one shorter, most nearly
approximating the maturity date (or Anticipated Repayment Date, if applicable)
of the mortgage loan prepaid. If Release H.15 is no longer published, the master
servicer will select a comparable publication to determine the Treasury Rate.

          "Trust" means Bear Stearns Commercial Mortgage Securities Trust
2006-TOP24.

          "Trustee Fee" means a monthly fee as set forth in the Pooling and
Servicing Agreement to be paid from the Distribution Account to the trustee and
the paying agent as compensation for the performance of their duties.

          "UCF" - See "Underwritable Cash Flow."

          "Underwritable Cash Flow" or "UCF" means an estimate of stabilized
cash flow available for debt service. In general, it is the estimated stabilized
revenue derived from the use and operation of a mortgaged property, consisting
primarily of rental income, less the sum of (a) estimated stabilized operating
expenses (such as utilities, administrative expenses, repairs and maintenance,
management fees and advertising), (b) fixed expenses, such as insurance, real
estate taxes and, if applicable, ground lease payments, and (c) reserves for
capital expenditures, including tenant improvement costs and leasing
commissions. Underwritable Cash Flow generally does not reflect interest
expenses and non-cash items such as depreciation and amortization.

          "Underwriters" means Bear, Stearns & Co. Inc. and Morgan Stanley & Co.
Incorporated.

          "Underwriting Agreement" means that agreement, dated as of the date of
this prospectus supplement, entered into by the Depositor and the Underwriters.

          "Unpaid Interest" means, on any Distribution Date with respect to any
Class of interests or certificates (other than the Residual Certificates), the
portion of Distributable Certificate Interest Amount for such Class remaining
unpaid as of the close of business on the preceding Distribution Date.

          "WAC" - See "Weighted Average Net Mortgage Rate."

          "Weighted Average Net Mortgage Rate" or "WAC" means, for any
Distribution Date, the weighted average of the Net Mortgage Rates for the
mortgage loans (in the case of each mortgage loan that is a Non-30/360 Loan,
adjusted as described under the definition of Net Mortgage Rate), weighted on
the basis of their respective Scheduled Principal Balances, as of the close of
business on the preceding Distribution Date.

          "Wells Fargo" means Wells Fargo Bank, National Association.


                                     S-203



          "Workout Fee" means that fee, payable with respect to any
Rehabilitated Mortgage Loan, Serviced Companion Mortgage Loan or B Note, equal
to 1.00% of the amount of each collection of interest (other than default
interest and any Excess Interest) and principal received (including any
Condemnation Proceeds received and applied as a collection of such interest and
principal) on such mortgage loan, Serviced Companion Mortgage Loan or B Note for
so long as it remains a Rehabilitated Mortgage Loan.

          "Yield Maintenance Charge" means, with respect to any Distribution
Date, the aggregate of all yield maintenance charges, if any, received during
the related Collection Period in connection with Principal Prepayments. The
method of calculation of any Prepayment Premium or Yield Maintenance Charge will
vary for any mortgage loan as presented in "Appendix II - Certain
Characteristics of the Mortgage Loans."


                                     S-204

                                   APPENDIX I
                            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.)
---------------------------------------------------------------------------------------------------

Morgan Stanley Mortgage
   Capital Inc.                        41       609,569,341       39.7        6.028         102
Bear Stearns Commercial
   Mortgage, Inc.                      20       375,226,568       24.4        5.844         114
Wells Fargo Bank, National
   Association                         54       327,102,741       21.3        6.141         116
Principal Commercial Funding
   II, LLC                             38       222,825,304       14.5        6.282         127
---------------------------------------------------------------------------------------------------
TOTAL:                                153    $1,534,723,955      100.0%       6.044%        111
===================================================================================================


                                              WEIGHTED      WEIGHTED     WEIGHTED
                                 WEIGHTED     AVERAGE        AVERAGE      AVERAGE
                                  AVERAGE       DSCR      CUT-OFF DATE   BALLOON
LOAN SELLER                      DSCR (X)   AFTER IO(X)      LTV (%)      LTV (%)
---------------------------------------------------------------------------------

Morgan Stanley Mortgage
   Capital Inc.                    1.56        1.53           62.5         60.3
Bear Stearns Commercial
   Mortgage, Inc.                  1.79        1.69           59.9         55.9
Wells Fargo Bank, National
   Association                     1.59        1.46           62.6         55.5
Principal Commercial Funding
   II, LLC                         1.46        1.40           62.5         51.5
---------------------------------------------------------------------------------
TOTAL:                             1.61x       1.54x          61.9%        56.9%
=================================================================================


CUT-OFF DATE BALANCES



                                                                    PERCENT BY     WEIGHTED    WEIGHTED
                                                     AGGREGATE       AGGREGATE     AVERAGE     AVERAGE
                                    NUMBER OF      CUT-OFF DATE    CUT-OFF DATE   MORTGAGE   REMAINING
CUT-OFF DATE BALANCE ($)         MORTGAGE LOANS     BALANCE ($)     BALANCE (%)   RATE (%)   TERM (MOS.)
--------------------------------------------------------------------------------------------------------

1 - 1,000,000                            8             7,340,456        0.5        6.554         119
1,000,001 - 2,000,000                   20            30,013,469        2.0        6.371         133
2,000,001 - 3,000,000                   25            64,520,544        4.2        6.330         116
3,000,001 - 4,000,000                   11            38,668,581        2.5        6.322         119
4,000,001 - 5,000,000                   23           105,112,846        6.8        6.251         123
5,000,001 - 6,000,000                    8            45,082,026        2.9        6.245         118
6,000,001 - 7,000,000                   14            91,933,596        6.0        6.182         114
7,000,001 - 8,000,000                    5            37,855,000        2.5        5.920         111
8,000,001 - 9,000,000                    4            33,565,946        2.2        6.202         135
9,000,001 - 10,000,000                   4            39,973,711        2.6        6.106         119
10,000,001 - 15,000,000                 12           149,353,007        9.7        6.104         121
15,000,001 - 20,000,000                  4            68,555,773        4.5        5.682         105
20,000,001 - 25,000,000                  6           135,364,000        8.8        5.858         103
25,000,001 - 50,000,000                  4           159,335,000       10.4        5.777         112
50,000,001 <=                            5           528,050,000       34.4        6.033         103
--------------------------------------------------------------------------------------------------------
TOTAL:                                 153        $1,534,723,955      100.0%       6.044%        111
========================================================================================================


                                              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 - 1,000,000                      1.43         1.37           65.2         57.1
1,000,001 - 2,000,000              1.48         1.43           60.0         45.7
2,000,001 - 3,000,000              1.44         1.37           65.1         55.7
3,000,001 - 4,000,000              1.44         1.36           60.4         49.0
4,000,001 - 5,000,000              1.62         1.56           59.6         50.2
5,000,001 - 6,000,000              1.38         1.33           67.2         55.3
6,000,001 - 7,000,000              1.46         1.38           64.7         57.7
7,000,001 - 8,000,000              1.85         1.76           53.4         50.9
8,000,001 - 9,000,000              2.24         2.18           49.5         32.2
9,000,001 - 10,000,000             1.49         1.49           59.9         55.0
10,000,001 - 15,000,000            1.66         1.61           57.7         51.0
15,000,001 - 20,000,000            1.63         1.63           60.3         54.6
20,000,001 - 25,000,000            1.78         1.65           62.9         60.2
25,000,001 - 50,000,000            1.78         1.64           62.9         59.5
50,000,001 <=                      1.53         1.47           63.5         62.1
----------------------------------------------------------------------------------
TOTAL:                             1.61x        1.54x          61.9%        56.9%
==================================================================================


Minimum: $748,925
Maximum: $186,550,000
Average: $10,030,876


                                       I-1



                                   APPENDIX I
                           MORTGAGE POOL INFORMATION

STATES



                                                                          PERCENT BY    WEIGHTED     WEIGHTED
                                                           AGGREGATE       AGGREGATE     AVERAGE      AVERAGE
                                       NUMBER OF         CUT-OFF DATE    CUT-OFF DATE   MORTGAGE     REMAINING
STATE                            MORTGAGED PROPERTIES     BALANCE ($)     BALANCE (%)    RATE (%)   TERM (MOS.)
---------------------------------------------------------------------------------------------------------------

Oregon                                     7               260,950,000        17.0        6.095        118
California - Southern                     14               123,251,037         8.0        6.138        127
California - Northern                     18                94,478,219         6.2        6.051        117
Minnesota                                  4               157,513,556        10.3        5.881         61
Arizona                                   15               125,689,084         8.2        6.277        117
Virginia                                   6                95,336,695         6.2        5.951        115
Maryland                                   4                70,439,749         4.6        5.983        120
New York                                  10                68,674,644         4.5        5.864        137
Florida                                    8                58,297,450         3.8        5.976        121
Texas                                     14                58,142,219         3.8        6.300        115
New Jersey                                 4                45,071,704         2.9        6.192        120
Tennessee                                  4                43,441,284         2.8        5.746        112
Indiana                                    4                39,432,178         2.6        5.848        110
Pennsylvania                               4                38,818,350         2.5        6.104        133
Rhode Island                               1                33,835,000         2.2        5.275         83
Illinois                                   4                33,492,336         2.2        6.022         79
Colorado                                   3                25,755,701         1.7        5.976        118
Georgia                                    5                23,786,958         1.5        6.387        119
Washington                                 4                17,513,430         1.1        6.300        118
Connecticut                                3                15,614,463         1.0        6.019        117
Michigan                                   6                15,553,720         1.0        6.272        119
Idaho                                      3                15,300,000         1.0        6.201        117
Wisconsin                                  3                14,798,130         1.0        6.180        119
Massachusetts                              1                13,464,150         0.9        6.150         82
Missouri                                   1                10,700,000         0.7        6.220        120
Ohio                                       3                10,012,144         0.7        5.521         92
South Carolina                             1                 6,100,000         0.4        6.240        120
Arkansas                                   1                 5,777,948         0.4        6.300        117
Hawaii                                     1                 4,987,158         0.3        6.340        118
North Carolina                             1                 4,700,000         0.3        6.290        119
New Mexico                                 1                 3,796,647         0.2        6.625         59
---------------------------------------------------------------------------------------------------------------
TOTAL:                                   158            $1,534,723,955       100.0%       6.044%       111
===============================================================================================================


                                              WEIGHTED       WEIGHTED     WEIGHTED
                                 WEIGHTED      AVERAGE        AVERAGE      AVERAGE
                                  AVERAGE       DSCR       CUT-OFF DATE    BALLOON
STATE                            DSCR (X)   AFTER IO (X)      LTV (%)      LTV (%)
----------------------------------------------------------------------------------

Oregon                             1.51         1.45           63.6         62.0
California - Southern              1.60         1.43           61.5         55.6
California - Northern              1.53         1.47           59.7         51.8
Minnesota                          1.33         1.33           65.4         65.1
Arizona                            1.62         1.48           65.8         57.6
Virginia                           1.77         1.77           52.8         52.1
Maryland                           1.46         1.44           68.0         66.0
New York                           2.51         2.39           42.6         37.4
Florida                            1.77         1.55           63.4         54.4
Texas                              1.46         1.41           65.7         57.3
New Jersey                         1.42         1.33           61.6         50.7
Tennessee                          1.78         1.70           64.4         55.8
Indiana                            1.56         1.56           65.0         56.1
Pennsylvania                       1.40         1.39           64.8         52.0
Rhode Island                       2.27         2.27           51.1         51.1
Illinois                           1.71         1.69           72.7         69.6
Colorado                           1.80         1.76           57.1         55.4
Georgia                            1.38         1.35           68.0         61.9
Washington                         1.42         1.30           65.6         56.7
Connecticut                        1.57         1.50           62.3         54.0
Michigan                           1.33         1.24           70.1         54.5
Idaho                              1.63         1.39           57.3         52.9
Wisconsin                          1.76         1.75           56.9         55.7
Massachusetts                      1.28         1.28           51.8         44.7
Missouri                           1.69         1.44           69.1         61.7
Ohio                               1.96         1.96           55.4         53.0
South Carolina                     1.26         1.26           74.2         63.5
Arkansas                           1.42         1.42           50.7         39.9
Hawaii                             2.05         2.05           48.9         38.5
North Carolina                     1.97         1.69           50.5         48.2
New Mexico                         1.45         1.45           57.5         54.3
----------------------------------------------------------------------------------
TOTAL:                             1.61x        1.54x          61.9%        56.9%
==================================================================================



                                       I-2



                                   APPENDIX I
                           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.)
----------------------------------------------------------------------------------------------------

Office
   Urban                              5          392,687,967       25.6        5.972          94
   Suburban                          17          174,076,772       11.3        5.988         116
----------------------------------------------------------------------------------------------------
      SUBTOTAL:                      22       $  566,764,740       36.9%       5.977%        101
Retail
   Anchored                          23          294,457,755       19.2        5.861         111
   Shadow Anchored                   12           65,816,333        4.3        6.204         118
   Unanchored                        19           63,785,984        4.2        6.229         115
   Free Standing                     10           31,171,805        2.0        6.247         118
   Specialty                          1            4,987,158        0.3        6.340         118
----------------------------------------------------------------------------------------------------
      SUBTOTAL:                      65       $  460,219,035       30.0%       5.993%        113
Hospitality
   Full Service                       5          188,527,948       12.3        6.087         118
   Extended Stay                      1            8,970,350        0.6        6.500         179
   Limited Service                    2            8,225,991        0.5        6.403         148
----------------------------------------------------------------------------------------------------
      SUBTOTAL:                       8       $  205,724,289       13.4%       6.118%        121
Industrial
   Flex Industrial                   10           44,893,013        2.9        6.262         120
   Warehouse                         11           43,000,184        2.8        6.326         118
   Light Industrial                   4           13,900,000        0.9        6.386         119
----------------------------------------------------------------------------------------------------
      SUBTOTAL:                      25       $  101,793,197        6.6%       6.306%        119
Multifamily
   Garden                            11           59,623,099        3.9        6.222         115
   Mid Rise                           3           14,092,116        0.9        5.829         110
   High Rise                          1            8,250,000        0.5        5.870         118
   Retirement Home                    1            4,440,000        0.3        6.460         119
----------------------------------------------------------------------------------------------------
      SUBTOTAL:                      16       $   86,405,215        5.6%       6.137%        115
Other
   Theater                            2           30,840,749        2.0        6.372         116
   Leased Fee                         4           20,688,237        1.3        5.762         169
----------------------------------------------------------------------------------------------------
      SUBTOTAL:                       6       $   51,528,987        3.4%       6.127%        137
Mixed Use
   Retail/Office                      5           28,553,991        1.9        6.116         120
   Multifamily/Retail                 1            6,294,011        0.4        6.240         119
----------------------------------------------------------------------------------------------------
      SUBTOTAL:                       6       $   34,848,001        2.3%       6.139%        120
Manufactured Housing Community
   Manufactured Housing
      Community                       7           17,152,509        1.1        6.211         119
----------------------------------------------------------------------------------------------------
      SUBTOTAL:                       7       $   17,152,509        1.1%       6.211%        119
Self Storage
   Self Storage                       3           10,287,982        0.7        6.202         119
----------------------------------------------------------------------------------------------------
      SUBTOTAL:                       3       $   10,287,982        0.7%       6.202%        119
----------------------------------------------------------------------------------------------------
TOTAL:                              158       $1,534,723,955      100.0%       6.044%        111
====================================================================================================


                                              WEIGHTED       WEIGHTED     WEIGHTED
                                 WEIGHTED     AVERAGE         AVERAGE      AVERAGE
                                  AVERAGE       DSCR       CUT-OFF DATE    BALLOON
PROPERTY TYPE                    DSCR (X)   AFTER IO (X)      LTV (%)      LTV (%)
----------------------------------------------------------------------------------

Office
   Urban                           1.46          1.44         63.2          62.6
   Suburban                        1.59          1.56         57.9          53.1
----------------------------------------------------------------------------------
      SUBTOTAL:                    1.50x         1.47x        61.5%         59.6%
Retail
   Anchored                        1.70          1.63         61.3          56.8
   Shadow Anchored                 1.53          1.42         63.2          58.9
   Unanchored                      1.45          1.41         61.9          54.5
   Free Standing                   1.46          1.39         61.3          54.1
   Specialty                       2.05          2.05         48.9          38.5
----------------------------------------------------------------------------------
      SUBTOTAL:                    1.63x         1.56x        61.5%         56.4%
Hospitality
   Full Service                    1.81          1.58         65.4          59.8
   Extended Stay                   1.16          1.16         51.9           1.3
   Limited Service                 1.58          1.58         54.4          25.6
----------------------------------------------------------------------------------
      SUBTOTAL:                    1.77x         1.56x        64.3%         55.9%
Industrial
   Flex Industrial                 1.52          1.45         60.7          52.5
   Warehouse                       1.38          1.34         68.1          58.7
   Light Industrial                1.46          1.28         68.3          61.5
----------------------------------------------------------------------------------
      SUBTOTAL:                    1.45x         1.38x        64.9%         56.4%
Multifamily
   Garden                          1.44          1.40         67.6          60.8
   Mid Rise                        2.23          2.20         41.4          36.2
   High Rise                       5.15          5.15         17.8          17.8
   Retirement Home                 1.61          1.36         75.0          65.8
----------------------------------------------------------------------------------
      SUBTOTAL:                    1.93x         1.88x        59.0%         53.0%
Other
   Theater                         1.48          1.48         66.1          52.2
   Leased Fee                      2.19          2.19         47.9          42.6
----------------------------------------------------------------------------------
      SUBTOTAL:                    1.77x         1.77x        58.8%         48.4%
Mixed Use
   Retail/Office                   1.50          1.31         60.2          53.4
   Multifamily/Retail              1.38          1.38         61.1          52.3
----------------------------------------------------------------------------------
      SUBTOTAL:                    1.48x         1.33x        60.4%         53.2%
Manufactured Housing Community
   Manufactured Housing
      Community                    1.96          1.84         53.5          47.7
----------------------------------------------------------------------------------
      SUBTOTAL:                    1.96x         1.84x        53.5%         47.7%
Self Storage
   Self Storage                    1.40          1.40         71.9          61.6
----------------------------------------------------------------------------------
      SUBTOTAL:                    1.40x         1.40x        71.9%         61.6%
----------------------------------------------------------------------------------
TOTAL:                             1.61x         1.54x        61.9%         56.9%
==================================================================================



                                      I-3



                                   APPENDIX I
                           MORTGAGE POOL INFORMATION

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.)
---------------------------------------------------------------------------------------------------

5.001 - 5.500                         5          99,597,967        6.5        5.253          87
5.501 - 6.000                        20         539,741,730       35.2        5.877         101
6.001 - 6.500                       113         855,588,463       55.7        6.216         120
6.501 - <=                           15          39,795,795        2.6        6.582         128
---------------------------------------------------------------------------------------------------
TOTAL:                              153      $1,534,723,955      100.0%       6.044%        111
===================================================================================================


                                              WEIGHTED       WEIGHTED     WEIGHTED
                                 WEIGHTED      AVERAGE       AVERAGE       AVERAGE
                                  AVERAGE       DSCR       CUT-OFF DATE    BALLOON
MORTGAGE RATE (%)                DSCR (X)   AFTER IO (X)      LTV (%)      LTV (%)
----------------------------------------------------------------------------------

5.001 - 5.500                      2.03         2.03           55.0         53.3
5.501 - 6.000                      1.69         1.62           60.5         58.3
6.001 - 6.500                      1.52         1.44           63.5         57.0
6.501 - <=                         1.39         1.39           62.2         45.9
----------------------------------------------------------------------------------
TOTAL:                             1.61x        1.54x          61.9%        56.9%
==================================================================================


Minimum: 5.200%
Maximum: 7.040%
Weighted Average: 6.044%

ORIGINAL TERMS TO STATED MATURITY



                                                               PERCENT BY    WEIGHTED    WEIGHTED
                                 NUMBER OF      AGGREGATE       AGGREGATE    AVERAGE      AVERAGE
ORIGINAL TERM TO STATED           MORTGAGE    CUT-OFF DATE    CUT-OFF DATE   MORTGAGE    REMAINING
MATURITY (MOS.)                    LOANS       BALANCE ($)     BALANCE (%)   RATE (%)   TERM (MOS.)
---------------------------------------------------------------------------------------------------

60                                    6         190,510,219       12.4        5.906          59
61 - 120                            138       1,240,295,213       80.8        6.058         116
121 - 180                             6          96,586,030        6.3        6.093         149
181 - 240                             3           7,332,493        0.5        6.541         239
---------------------------------------------------------------------------------------------------
TOTAL:                              153      $1,534,723,955      100.0%       6.044%        111
===================================================================================================


                                              WEIGHTED       WEIGHTED     WEIGHTED
                                 WEIGHTED     AVERAGE        AVERAGE       AVERAGE
ORIGINAL TERM TO STATED           AVERAGE       DSCR       CUT-OFF DATE    BALLOON
MATURITY (MOS.)                  DSCR (X)   AFTER IO (X)      LTV (%)      LTV (%)
----------------------------------------------------------------------------------

60                                   1.40       1.40           65.8         65.5
61 - 120                             1.63       1.56           61.5         56.7
121 - 180                            1.72       1.56           59.1         47.6
181 - 240                            1.35       1.35           57.5          2.0
----------------------------------------------------------------------------------
TOTAL:                               1.61x      1.54x          61.9%        56.9%
==================================================================================


Minimum: 60 mos.
Maximum: 240 mos.
Weighted Average: 113 mos.

REMAINING TERMS TO STATED MATURITY



                                                              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.)
---------------------------------------------------------------------------------------------------

1 - 60                                6         190,510,219       12.4        5.906          59
61 - 120                            138       1,240,295,213       80.8        6.058         116
121 - 180                             6          96,586,030        6.3        6.093         149
181 - 240                             3           7,332,493        0.5        6.541         239
---------------------------------------------------------------------------------------------------
TOTAL:                              153      $1,534,723,955      100.0%       6.044%        111
===================================================================================================


                                             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 (%)
----------------------------------------------------------------------------------

1 - 60                             1.40         1.40           65.8          65.5
61 - 120                           1.63         1.56           61.5          56.7
121 - 180                          1.72         1.56           59.1          47.6
181 - 240                          1.35         1.35           57.5           2.0
----------------------------------------------------------------------------------
TOTAL:                             1.61x        1.54x          61.9%        56.9%
==================================================================================


Minimum: 57 mos.
Maximum: 239 mos.
Weighted Average: 111 mos.


                                      I-4



                                   APPENDIX I
                           MORTGAGE POOL INFORMATION

ORIGINAL AMORTIZATION TERMS



                                                                    PERCENT BY    WEIGHTED    WEIGHTED
                                                     AGGREGATE       AGGREGATE     AVERAGE     AVERAGE
ORIGINAL AMORTIZATION               NUMBER OF      CUT-OFF DATE    CUT-OFF DATE   MORTGAGE    REMAINING
TERM (MOS.)                      MORTGAGE LOANS     BALANCE ($)     BALANCE (%)   RATE (%)   TERM (MOS.)
--------------------------------------------------------------------------------------------------------

BALLOON LOANS
   Interest Only                        23           695,810,000       45.3        5.896         101
   181 - 240                             3            18,154,550        1.2        6.067         119
   241 - 300                            12            86,517,649        5.6        6.316         112
   301 - 360                           107           699,123,233       45.6        6.141         119
   361 <=                                1            11,200,000        0.7        6.170         120
--------------------------------------------------------------------------------------------------------
SUBTOTAL:                              146        $1,510,805,432       98.4%       6.038%        110

FULLY AMORTIZING LOANS
   121 - 180                             4            16,586,030        1.1        6.411         179
   181 - 240                             3             7,332,493        0.5        6.541         239
--------------------------------------------------------------------------------------------------------
SUBTOTAL:                                7        $   23,918,523        1.6%       6.451%        197
--------------------------------------------------------------------------------------------------------
TOTAL:                                 153        $1,534,723,955      100.0%       6.044%        111
========================================================================================================

                                              WEIGHTED       WEIGHTED     WEIGHTED
                                 WEIGHTED      AVERAGE        AVERAGE      AVERAGE
ORIGINAL AMORTIZATION             AVERAGE       DSCR       CUT-OFF DATE    BALLOON
TERM (MOS.)                      DSCR (X)   AFTER IO (X)      LTV (%)      LTV (%)
----------------------------------------------------------------------------------

BALLOON LOANS
   Interest Only                   1.66          1.66          61.0         61.0
   181 - 240                       1.32          1.31          56.1         35.5
   241 - 300                       1.43          1.43          59.0         47.1
   301 - 360                       1.60          1.44          63.3         56.3
   361 <=                          1.25          1.25          77.2         69.6
----------------------------------------------------------------------------------
SUBTOTAL:                          1.61x         1.54x         62.0%        57.8%

FULLY AMORTIZING LOANS
   121 - 180                       1.31          1.31          49.6          1.2
   181 - 240                       1.35          1.35          57.5          2.0
----------------------------------------------------------------------------------
SUBTOTAL:                          1.32x         1.32x         52.0%         1.5%
----------------------------------------------------------------------------------
TOTAL:                             1.61x         1.54x         61.9%        56.9%
==================================================================================


Minimum: 180 mos.
Maximum: 420 mos.
Weighted Average: 347 mos.

REMAINING AMORTIZATION TERMS



                                                                    PERCENT BY    WEIGHTED    WEIGHTED
                                                     AGGREGATE       AGGREGATE     AVERAGE     AVERAGE
REMAINING AMORTIZATION              NUMBER OF      CUT-OFF DATE    CUT-OFF DATE   MORTGAGE    REMAINING
TERM (MOS.)                      MORTGAGE LOANS     BALANCE ($)     BALANCE (%)   RATE (%)   TERM (MOS.)
--------------------------------------------------------------------------------------------------------

BALLOON LOANS
   Interest Only                        23           695,810,000       45.3        5.896         101
   181 - 240                             3            18,154,550        1.2        6.067         119
   241 - 300                            12            86,517,649        5.6        6.316         112
   301 - 360                           107           699,123,233       45.6        6.141         119
   361 <=                                1            11,200,000        0.7        6.170         120
--------------------------------------------------------------------------------------------------------
SUBTOTAL:                              146        $1,510,805,432       98.4%       6.038%        110

FULLY AMORTIZING LOANS
   121 - 180                             4            16,586,030        1.1        6.411         179
   181 - 240                             3             7,332,493        0.5        6.541         239
SUBTOTAL:                                7        $   23,918,523        1.6%       6.451%        197
--------------------------------------------------------------------------------------------------------
TOTAL:                                 153        $1,534,723,955      100.0%       6.044%        111
========================================================================================================


                                              WEIGHTED       WEIGHTED     WEIGHTED
                                 WEIGHTED      AVERAGE        AVERAGE      AVERAGE
REMAINING AMORTIZATION            AVERAGE       DSCR       CUT-OFF DATE    BALLOON
TERM (MOS.)                      DSCR (X)   AFTER IO (X)      LTV (%)      LTV (%)
----------------------------------------------------------------------------------

BALLOON LOANS
   Interest Only                   1.66          1.66          61.0         61.0
   181 - 240                       1.32          1.31          56.1         35.5
   241 - 300                       1.43          1.43          59.0         47.1
   301 - 360                       1.60          1.44          63.3         56.3
   361 <=                          1.25          1.25          77.2         69.6
----------------------------------------------------------------------------------
SUBTOTAL:                          1.61x         1.54x         62.0%        57.8%

FULLY AMORTIZING LOANS
   121 - 180                       1.31          1.31          49.6          1.2
   181 - 240                       1.35          1.35          57.5          2.0
SUBTOTAL:                          1.32x         1.32x         52.0%         1.5%
----------------------------------------------------------------------------------
TOTAL:                             1.61x         1.54x         61.9%        56.9%
==================================================================================


Minimum: 177 mos.
Maximum: 420 mos.
Weighted Average: 346 mos.


                                       I-5



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION

DEBT SERVICE COVERAGE RATIOS



                                                                    PERCENT BY    WEIGHTED    WEIGHTED
                                                     AGGREGATE       AGGREGATE     AVERAGE     AVERAGE
DEBT SERVICE COVERAGE              NUMBER OF       CUT-OFF DATE    CUT-OFF DATE   MORTGAGE    REMAINING
RATIO (X)                        MORTGAGE LOANS     BALANCE ($)     BALANCE (%)   RATE (%)   TERM (MOS.)
--------------------------------------------------------------------------------------------------------

<= 1.20                                  6            28,581,882         1.9        6.377        132
1.21 - 1.30                             31           123,515,804         8.0        6.268        118
1.31 - 1.40                             25           253,101,216        16.5        6.016         83
1.41 - 1.50                             29           396,793,147        25.9        6.157        118
1.51 - 1.60                             18           172,784,507        11.3        6.082        120
1.61 - 1.70                             13           142,782,248         9.3        6.058        126
1.71 - 1.80                              7            97,322,046         6.3        5.942        119
1.81 <=                                 24           319,843,105        20.8        5.815        109
--------------------------------------------------------------------------------------------------------
Total:                                 153        $1,534,723,955       100.0%       6.044%       111
========================================================================================================


                                              WEIGHTED        WEIGHTED    WEIGHTED
                                 WEIGHTED     AVERAGE         AVERAGE      AVERAGE
DEBT SERVICE COVERAGE             AVERAGE       DSCR       CUT-OFF DATE    BALLOON
RATIO (X)                        DSCR (X)   AFTER IO (X)      LTV (%)      LTV (%)
----------------------------------------------------------------------------------

<= 1.20                            1.16         1.16           63.8         37.5
1.21 - 1.30                        1.25         1.25           66.4         54.1
1.31 - 1.40                        1.34         1.32           64.8         61.4
1.41 - 1.50                        1.45         1.41           65.2         61.8
1.51 - 1.60                        1.55         1.42           64.3         58.2
1.61 - 1.70                        1.64         1.47           62.2         55.8
1.71 - 1.80                        1.76         1.74           54.9         53.7
1.81 <=                            2.16         2.04           54.1         50.9
----------------------------------------------------------------------------------
Total:                             1.61x        1.54x          61.9%        56.9%
==================================================================================


Minimum: 1.10x
Maximum: 5.15x
Weighted Average: 1.61x

DEBT SERVICE COVERAGE RATIOS AFTER IO PERIOD



                                                                    PERCENT BY    WEIGHTED    WEIGHTED
                                                     AGGREGATE       AGGREGATE     AVERAGE     AVERAGE
DEBT SERVICE COVERAGE RATIO        NUMBER OF       CUT-OFF DATE    CUT-OFF DATE   MORTGAGE    REMAINING
AFTER IO PERIOD (X)              MORTGAGE LOANS     BALANCE ($)     BALANCE (%)   RATE (%)   TERM (MOS.)
--------------------------------------------------------------------------------------------------------

<= 1.20                                11             51,976,882         3.4        6.352        126
1.21 - 1.30                            48            238,897,825        15.6        6.213        118
1.31 - 1.40                            29            373,211,195        24.3        6.042         97
1.41 - 1.50                            23            341,681,147        22.3        6.154        118
1.51 - 1.60                            10            118,379,507         7.7        5.995        120
1.61 - 1.70                             7            100,712,248         6.6        6.047        118
1.71 - 1.80                             7            116,422,046         7.6        5.947        119
1.81 <=                                18            193,443,105        12.6        5.648        101
--------------------------------------------------------------------------------------------------------
Total:                                153         $1,534,723,955       100.0%       6.044%       111
========================================================================================================


                                              WEIGHTED        WEIGHTED    WEIGHTED
                                 WEIGHTED     AVERAGE         AVERAGE      AVERAGE
DEBT SERVICE COVERAGE             AVERAGE       DSCR       CUT-OFF DATE    BALLOON
RATIO (X)                        DSCR (X)   AFTER IO (X)      LTV (%)      LTV (%)
----------------------------------------------------------------------------------

<= 1.20                            1.25         1.16           67.9         50.7
1.21 - 1.30                        1.36         1.25           66.7         57.1
1.31 - 1.40                        1.45         1.35           64.6         60.7
1.41 - 1.50                        1.47         1.45           63.9         61.1
1.51 - 1.60                        1.66         1.55           63.7         57.2
1.61 - 1.70                        1.80         1.64           60.8         52.8
1.71 - 1.80                        1.84         1.77           53.3         51.9
1.81 <=                            2.29         2.29           49.9         48.7
----------------------------------------------------------------------------------
Total:                             1.61x        1.54x          61.9%        56.9%
==================================================================================


Minimum: 1.10x
Maximum: 5.15x
Weighted Average: 1.54x


                                       I-6



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION

LOAN-TO-VALUE RATIOS




                                                                    PERCENT BY    WEIGHTED     WEIGHTED
                                                     AGGREGATE       AGGREGATE     AVERAGE     AVERAGE
                                    NUMBER OF      CUT-OFF DATE    CUT-OFF DATE   MORTGAGE    REMAINING
LOAN-TO-VALUE RATIO (%)          MORTGAGE LOANS     BALANCE ($)     BALANCE (%)   RATE (%)   TERM (MOS.)
--------------------------------------------------------------------------------------------------------

<= 20.0                                  1             8,250,000         0.5        5.870        118
20.1 - 30.0                              1             4,355,701         0.3        6.050        119
30.1 - 40.0                              5            30,240,246         2.0        5.971        120
40.1 - 50.0                             14            93,965,984         6.1        5.957        133
50.1 - 60.0                             38           350,357,247        22.8        5.865        110
60.1 - 70.0                             61           882,101,814        57.5        6.099        109
70.1 - 80.0                             33           165,452,964        10.8        6.203        110
--------------------------------------------------------------------------------------------------------
TOTAL:                                 153        $1,534,723,955       100.0%       6.044%       111
========================================================================================================


                                            WEIGHTED
                                             AVERAGE     WEIGHTED     WEIGHTED
                                 WEIGHTED     DSCR        AVERAGE      AVERAGE
                                  AVERAGE   AFTER IO   CUT-OFF DATE    BALLOON
LOAN-TO-VALUE RATIO (%)          DSCR (X)      (X)       LTV (%)       LTV (%)
------------------------------------------------------------------------------

<= 20.0                            5.15       5.15         17.8         17.8
20.1 - 30.0                        3.18       3.18         28.1         23.9
30.1 - 40.0                        2.21       2.20         35.2         32.4
40.1 - 50.0                        2.00       1.90         47.0         38.7
50.1 - 60.0                        1.71       1.67         55.4         50.2
60.1 - 70.0                        1.50       1.42         65.2         61.1
70.1 - 80.0                        1.44       1.34         73.9         66.4
------------------------------------------------------------------------------
Total:                             1.61x      1.54x        61.9%        56.9%
==============================================================================


Minimum: 17.8%
Maximum: 80.0%
Weighted Average: 61.9%

BALLOON LOAN-TO-VALUE RATIOS




                                                                    PERCENT BY    WEIGHTED     WEIGHTED
                                                     AGGREGATE       AGGREGATE     AVERAGE     AVERAGE
BALLOON LOAN-TO-VALUE RATIO         NUMBER OF      CUT-OFF DATE    CUT-OFF DATE   MORTGAGE    REMAINING
(%)                              MORTGAGE LOANS     BALANCE ($)     BALANCE (%)   RATE (%)   TERM (MOS.)
--------------------------------------------------------------------------------------------------------

<= 20.0                                  8            32,168,523         2.1        6.302        177
20.1 - 30.0                              2            11,855,701         0.8        5.727        120
30.1 - 40.0                             10            62,902,937         4.1        6.101        119
40.1 - 50.0                             26           164,734,161        10.7        5.984        119
50.1 - 60.0                             61           550,311,791        35.9        6.000        113
60.1 - 70.0                             42           674,625,842        44.0        6.081        106
70.1 - 80.0                              4            38,125,000         2.5        6.059         84
--------------------------------------------------------------------------------------------------------
Total:                                 153        $1,534,723,955       100.0%       6.044%       111
========================================================================================================


                                            WEIGHTED
                                             AVERAGE     WEIGHTED     WEIGHTED
                                 WEIGHTED     DSCR        AVERAGE      AVERAGE
BALLOON LOAN-TO-VALUE RATIO       AVERAGE   AFTER IO   CUT-OFF DATE    BALLOON
(%)                              DSCR (X)      (X)        LTV (%)      LTV (%)
------------------------------------------------------------------------------

<= 20.0                            2.30       2.30         43.3          5.6
20.1 - 30.0                        2.74       2.74         32.6         27.4
30.1 - 40.0                        1.81       1.80         45.0         35.3
40.1 - 50.0                        1.73       1.66         51.9         45.7
50.1 - 60.0                        1.69       1.59         61.4         56.0
60.1 - 70.0                        1.43       1.38         66.9         64.5
70.1 - 80.0                        1.73       1.65         75.0         72.1
------------------------------------------------------------------------------
Total:                             1.61x      1.54x        61.9%        56.9%
==============================================================================


Minimum: 1.1%
Maximum: 72.6%
Weighted Average: 56.9%


                                       I-7



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION

PERCENTAGE OF COLLATERAL BY PREPAYMENT RESTRICTION (%) (1)



Prepayment Restrictions                OCT-06           OCT-07           OCT-08           OCT-09           OCT-10           OCT-11
----------------------------------------------------------------------------------------------------------------------------------

Locked Out                             95.89%           95.58%           94.99%           47.00%           46.53%           50.63%
Greater of YM and
   1.00% (2)(3)                         2.55%            2.85%            5.01%           53.00%           53.47%           49.37%
Greater of YM and 2.00% (2)             1.56%            1.57%            0.00%            0.00%            0.00%            0.00%
Open                                    0.00%            0.00%            0.00%            0.00%            0.00%            0.00%
----------------------------------------------------------------------------------------------------------------------------------
TOTALS                                100.00%          100.00%          100.00%          100.00%          100.00%          100.00%
==================================================================================================================================
Pool Balance Outstanding      $1,534,723,955   $1,528,899,188   $1,522,539,036   $1,513,901,825   $1,503,301,114   $1,302,290,054
% Initial Pool Balance                100.00%           99.62%           99.21%           98.64%           97.95%           84.86%


PERCENTAGE OF COLLATERAL BY PREPAYMENT RESTRICTION (%) (1)



Prepayment Restrictions
(cont'd)                               OCT-12           OCT-13           OCT-14           OCT-15        OCT-16        OCT-17
----------------------------------------------------------------------------------------------------------------------------

Locked Out                             50.38%           52.99%           52.70%           51.70%        92.68%        23.01%
Greater of YM and
   1.00% (2)(3)                        49.62%           46.38%           46.67%           47.67%         7.32%         6.81%
Greater of YM and 2.00% (2)             0.00%            0.00%            0.00%            0.00%         0.00%         0.00%
Open                                    0.00%            0.63%            0.63%            0.64%         0.00%        70.17%
----------------------------------------------------------------------------------------------------------------------------
TOTALS                                100.00%          100.00%          100.00%          100.00%       100.00%       100.00%
============================================================================================================================
Pool Balance Outstanding      $1,289,586,772   $1,184,011,717   $1,169,391,118   $1,137,427,737   $88,713,889   $86,130,736
% Initial Pool Balance                 84.03%           77.15%           76.20%           74.11%         5.78%         5.61%


PERCENTAGE OF COLLATERAL BY PREPAYMENT RESTRICTION (%) (1)



Prepayment Restrictions
(cont'd)                            OCT-18        OCT-19        OCT-20       OCT-21
-----------------------------------------------------------------------------------

Locked Out                          78.30%        79.72%        81.51%        0.00%
Greater of YM and
   1.00% (2)(3)                     21.70%        20.28%        18.49%      100.00%
Greater of YM and 2.00% (2)          0.00%         0.00%         0.00%        0.00%
Open                                 0.00%         0.00%         0.00%        0.00%
-----------------------------------------------------------------------------------
TOTALS                             100.00%       100.00%       100.00%      100.00%
===================================================================================
Pool Balance Outstanding      $23,949,555   $22,091,317   $20,109,261   $2,902,107
% Initial Pool Balance               1.56%         1.44%         1.31%        0.19%


Notes:

(1)  The analysis is based on the Structuring Assumptions and a 0% CPR as
     discussed herein.

(2)  See Appendix II for a description of the Yield Maintenance.

(3)  DEF/YM1 loans have been modeled as Yield Maintenance.


                                       I-8

APPENDIX II
CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS



MORTGAGE     CMSA         CMSA       MORTGAGE
LOAN NO.   LOAN NO.   PROPERTY NO.   LOAN SELLER(1)   PROPERTY NAME(2)
--------   --------   ------------   --------------   -----------------------------------------------------------

    1          1          1-001      MSMC             US Bancorp Tower
    2          2          2-001      MSMC             225 South Sixth Street
    3          3          3-001      BSCMI            Dulles Executive Plaza
    4          4          4-001      BSCMI            W Hotel San Diego
    5          5          5-001      WFB              Hilton Tapatio
    6          6          6-001      MSMC             Potomac Place Shopping Center
    7          7          7-001      WFB              Gresham Station Shopping Center
    8          8          8-001      BSCMI            Casa Monica Hotel
    9          9          9-001      BSCMI            Lincoln Mall
   10         10         10-001      BSCMI            Bala Pointe Office Center
   11         11         11-001      BSCMI            330 West 38th Street
   12         12         12-001      BSCMI            East Stone Commons
   13         13         13-001      MSMC             Sheraton Four Points - O'Hare Airport
   14         14         14-001      WFB              Gresham Station North
   15         15         15-001      MSMC             Boscovs
   16         16         16-001      WFB              Union Square Building
   17         17         17-001      WFB              The Southlands
   18         18         18-001      BSCMI            Honey Creek Commons
   19         19         19-001      BSCMI            AMC Mesa Grand 24
   20         20         20-001      PCF II           Lee Harrison Center
   21         21         21-001      MSMC             461 Fifth Avenue
   22         22         22-001      BSCMI            Rave Hurst
   23         23         23-001      WFB              NetScout
   24         24         24-001      PCF II           Marketplace Center
   25         25         25-001      WFB              Mesa South Center
   26         26         26-001      PCF II           Riverwood Apartments
   27         27         27-001      PCF II           Meadow Creek Apartments
   28         28         28-001      WFB              City National Bank Building
   29         29         29-001      PCF II           Lincroft Office Center
   30         30         30-001      PCF II           Log Hill Run
   31         31         31-001      PCF II           German Hill Shopping Center
   32         32         32-001      BSCMI            Seminary Center
   33         33         33-001      PCF II           Powers Ferry Landing West
   34         34         34-001      PCF II           Burlington Coat Factory Retail Center
   35         35         35-001      BSCMI            Randolph Plaza
   36         36         36-001      PCF II           Residence Inn by Marriott
   37         37         37-001      MSMC             301 East 87th Street Coop
   38         38         38-001      MSMC             The Logan Building
   39         39         39-001      PCF II           6550 Dumbarton Circle
   40         40         40-001      PCF II           810 Kifer Road
   41         41         41-001      WFB              Eagle Marketplace
   42         42         42-001      MSMC             Gateway Village Phase III
   43         43         43-001      BSCMI            Canfield Colonial Plaza
   44         44         44-001      MSMC             315 King Street Coop
   45         45         45-001      PCF II           870 Harbour Way South
   46         46         46-001      MSMC             Trail Creek Crossing
   47         47         47-001      WFB              The Offices at Sweetwater
              48                     WFB              P & R Properties Portfolio - Roll-up (I)
   48                    48-001      WFB              P & R Properties Portfolio - Clinton Corners Retail (I)
   49                    48-002      WFB              P & R Properties Portfolio - Countryside Plaza (I)
   50                    48-003      WFB              P & R Properties Portfolio - Canterbury Office (I)
   51                    48-004      WFB              P & R Properties Portfolio - Willow Wood Office (I)
   52         49         49-001      MSMC             Abingdon Court Townhomes
   53         50         50-001      MSMC             South Lake Center
   54         51         51-001      PCF II           Gillette Industrial Building
   55         52         52-001      MSMC             Mission Plaza
   56         53         53-001      MSMC             Liberty II
   57         54         54-001      MSMC             Old Lyme Marketplace
   58         55         55-001      MSMC             Washington Mutual Bank - Downey
   59         56         56-001      MSMC             Gibson Loft / Office
   60         57         57-001      MSMC             Plaza Sonora
   61         58         58-001      PCF II           Windsor Hill Crossing Shopping
              59                     MSMC             Cheese Works - Roll-up (II)
   62                    59-001      MSMC             Cheese Works New Jersey (II)
   63                    59-002      MSMC             Cheese Works California (II)
   64         60         60-001      BSCMI            Henry Ford Office
   65         61         61-001      MSMC             Holiday Inn Presidential - Little Rock
   66         62         62-001      WFB              201 Commerce Drive
   67         63         63-001      PCF II           Towne Centre Village Retail Center
   68         64         64-001      WFB              12885-12893 Alcosta Boulevard
   69         65         65-001      MSMC             Altmonte Apartments
   70         66         66-001      BSCMI            Rocky Hill
   71         67         67-001      PCF II           1174-1180 Andover Park West
   72         68         68-001      PCF II           261 West Townline Road
   73         69         69-001      WFB              North Canyons Office Park
              70                     MSMC             Brooklyn Retail Portfolio - Roll-up (III)
   74                    70-001      MSMC             Brooklyn Retail Portfolio - 454-456 5th Avenue (III)
   75                    70-002      MSMC             Brooklyn Retail Portfolio - 120 7th Avenue (III)
   76         71         71-001      MSMC             Kona International
   77         72         72-001      WFB              Bryman College Phoenix
   78         73         73-001      WFB              College Square III
   79         74         74-001      WFB              Red Mountain SS
   80         75         75-001      MSMC             West Market Center
   81         76         76-001      PCF II           Catawba Village
   82         77         77-001      WFB              Royal Freeport Business Center
   83         78         78-001      WFB              Hilltop Commons
   84         79         79-001      PCF II           Carob Tree Apartments
   85         80         80-001      MSMC             Yosemite Crossings
   86         81         81-001      MSMC             Fairview Milwaukee Retail Center
   87         82         82-001      MSMC             Bristol House Coop
   88         83         83-001      MSMC             Vista Village Mobile Home Park
   89         84         84-001      WFB              Westland Tech Center
   90         85         85-001      PCF II           5226 Hwy 153
   91         86         86-001      MSMC             Comfort Inn - Fort Myers
   92         87         87-001      BSCMI            199 & 215 Elm Street
   93         88         88-001      PCF II           Stewartsboro Crossing
   94         89         89-001      PCF II           7950 Troon Circle
   95         90         90-001      WFB              Springfield Manor MHP
   96         91         91-001      WFB              In-Shape Health Club
   97         92         92-001      PCF II           Hampton Inn - Clarksville IN
   98         93         93-001      WFB              Montgomery Plaza Two
   99         94         94-001      PCF II           Jonesco Business Park
   100        95         95-001      PCF II           2101 W. 33rd Street
   101        96         96-001      MSMC             Sonoma Square
   102        97         97-001      MSMC             Stockdale Villa Mobile Home Park
   103        98         98-001      WFB              2824 East 208th Street
   104        99         99-001      PCF II           Oaks Auto Center
   105        100        100-001     PCF II           951 Viewmont Drive
   106        101        101-001     PCF II           5102 Calle del Sol
   107        102        102-001     PCF II           Harvard Square Shopping Center
   108        103        103-001     PCF II           361 & 471 West Townline Road
   109        104        104-001     PCF II           80-110 Vinings Drive
   110        105        105-001     WFB              The Plaza at Royal Oaks
   111        106        106-001     WFB              RitePlace Storage
   112        107        107-001     MSMC             CVS - PCH
   113        108        108-001     WFB              Tractor Supply - Harrisburg, PA
   114        109        109-001     WFB              Woodland Harvest Square
   115        110        110-001     WFB              Parkside Cintas
   116        111        111-001     WFB              Lock it Lockers
   117        112        112-001     WFB              Lapeer Shopping Center
   118        113        113-001     BSCMI            721 Main Street (A)
   119        114        114-001     BSCMI            17502 Hawthorne Boulevard (A)
   120        115        115-001     WFB              Central Plaza (Poulsbo)
   121        116        116-001     BSCMI            Ukiah Tractor Supply Co.
   122        117        117-001     WFB              Highlander Apartments
   123        118        118-001     WFB              Safeway Sahuarita Retail Center
   124        119        119-001     PCF II           Old Town Fairfax Building
   125        120        120-001     WFB              Ridgewood & Sunrise MHP
   126        121        121-001     MSMC             Dunnellon Retail
   127        122        122-001     WFB              453 Ravendale Road
   128        123        123-001     WFB              Maple Plain Apartments
   129        124        124-001     MSMC             Social Security Building
   130        125        125-001     MSMC             The Strand Lofts
   131        126        126-001     BSCMI            CVS - Armenia
   132        127        127-001     MSMC             Border Patrol Station Building
   133        128        128-001     WFB              Home Depot Shops
   134        129        129-001     MSMC             Tractor Supply - North Grand Avenue
   135        130        130-001     WFB              Walgreen's - Oregon
   136        131        131-001     PCF II           17271 Kenyon Avenue
   137        132        132-001     MSMC             Lancaster Apartments
   138        133        133-001     PCF II           The Chatham Square Apartments
   139        134        134-001     MSMC             Stassney Center
   140        135        135-001     WFB              Midlothian 7-11
   141        136        136-001     WFB              2551 SW Grapevine Parkway
   142        137        137-001     WFB              Woodland Business Park
   143        138        138-001     PCF II           101 West Main Street
   144        139        139-001     MSMC             Woodcreek Village Apartments
   145        140        140-001     PCF II           CVS Drug Store Land Lease
   146        141        141-001     WFB              Josiane Industrial Park
   147        142        142-001     WFB              6502 West Glendale Avenue Retail
   148        143        143-001     WFB              Evergreen Villa MHC
   149        144        144-001     WFB              Verizon Wireless Retail Store
   150        145        145-001     WFB              6402 West Glendale Avenue Retail
   151        146        146-001     WFB              Sumner Estates MHP
   152        147        147-001     WFB              Cumberland MHP
   153        148        148-001     PCF II           Eck Supply
   154        149        149-001     WFB              4831 Spring Grove
   155        150        150-001     WFB              949 Grand - St. Paul
   156        151        151-001     WFB              6550 West Glendale Avenue Retail
   157        152        152-001     WFB              6430- 6448 West Glendale Avenue Retail
   158        153        153-001     WFB              1600-1604 West Olive Avenue and 105-107 South Sparks Street

                                                      TOTALS AND WEIGHTED AVERAGES:


MORTGAGE         LOAN PURPOSE
LOAN NO.   (ACQUISITION/REFINANCE)   STREET ADDRESS
--------   -----------------------   --------------------------------------------------------------------------------

    1            Acquisition         111 SW Fifth Avenue
    2            Acquisition         225 South Sixth Street
    3            Acquisition         13530 & 13560 Dulles Technology Drive
    4            Acquisition         421 West B Street
    5            Acquisition         11111 North 7th Street
    6             Refinance          10102 River Road
    7             Refinance          1042 NW Norman Avenue
    8             Refinance          95 Cordova Street
    9            Acquisition         620 George Washington Highway
   10            Acquisition         111 Presidential Blvd
   11            Acquisition         330 West 38th Street
   12            Acquisition         2003 N. Eastman Road
   13            Acquisition         10249 Irving Park Road
   14            Acquisition         1851-1867 NW Civic Drive, 779&831 NW Council Drive, & 862-894 NW Burnside Rd.
   15            Acquisition         Route 35 & Wycoff Road
   16             Refinance          291 Geary Street
   17            Acquisition         23902, 23903, 23923, 23963, 23973, 24102 & 24272 East Prospect Ave., 6369 & 6379
                                     South Southlands Pkwy., and 24112 East Orchard Ave.
   18            Acquisition         5599 South US Highway 41
   19             Refinance          1645 South Stapley Drive
   20             Refinance          2425-2511 North Harrison Street and 5335 Lee Highway
   21             Refinance          461 Fifth Avenue
   22             Refinance          1101 Melbourne Road
   23             Refinance          310 Littleton Road
   24             Refinance          1960 Old Fort Parkway
   25            Acquisition         1230, 1244, 1260, 1302, 1316, 1350, & 1356 S. Gilbert Road
   26             Refinance          10916 75th St
   27             Refinance          2851 East Bressingham Garden Way
   28             Refinance          4605 Lankershim Boulevard
   29             Refinance          125 Half Mile Road
   30             Refinance          5001 - 5167 Commercial Drive
   31             Refinance          1400 Merritt Boulevard
   32             Refinance          9440-9520 Georgia Avenue
   33            Acquisition         6425 & 6445 Powers Ferry Road
   34             Refinance          651 Route 17
   35             Refinance          4040-4202 East 22nd Street
   36             Refinance          3896 Bigelow Boulevard
   37             Refinance          301 East 87th Street
   38            Acquisition         5150 Decatur Boulevard
   39            Acquisition         6550 Dumbarton Circle
   40            Acquisition         810 Kifer Road
   41            Acquisition         3210 & 3410 E. Chinden Boulevard
   42             Refinance          3560 & 3580 Grand Avenue
   43            Acquisition         405-525 E. Main Street
   44             Refinance          315-325 King Street
   45             Refinance          870 Harbour Way South
   46             Refinance          1290 - 1310 E. Bidwell Street
   47             Refinance          4645-4675 Sweetwater Blvd.
   48             Refinance          41050-41180 Hayes Road
   49             Refinance          40000-40170 Hayes Road
   50             Refinance          43393-43417 Schoenherr Road
   51             Refinance          13400-13486 Canal Road
   52             Refinance          4600-4640 Wilson Boulevard
   53             Refinance          16829-17815 SW 65th Avenue
   54            Acquisition         17817 Gillette Avenue
   55             Refinance          1201-1225 Truman Street
   56             Refinance          14673 NE 29th Place
   57             Refinance          90 Halls Road
   58             Refinance          8530 Firestone Boulevard
   59             Refinance          4118, 4130 & 4140 Commerce St. & 3809 Parry Ave.
   60            Acquisition         2840-2860 West Ina Road
   61            Acquisition         3740 Ashley Phosphate Road
   62            Acquisition         247 Margaret King Avenue
   63            Acquisition         2200 North Loop Road
   64             Refinance          6530 Farmington Road
   65             Refinance          600 Interstate 30
   66            Acquisition         201 Commerce Drive
   67            Acquisition         1971-2025 Jonesboro Road
   68             Refinance          12885-12893 Alcosta Boulevard
   69             Refinance          10925 Beamer Road
   70             Refinance          12-38 Town Line Road
   71            Acquisition         1174-1180 Andover Park West
   72             Refinance          261 West Townline Road
   73             Refinance          333 North Canyons Parkway
   74             Refinance          454 & 456 Fifth Avenue
   75             Refinance          120 Seventh Avenue
   76             Refinance          75-5533 Luhia Street
   77            Acquisition         2250 West Peoria Avenue
   78             Refinance          917-963 West March Lane
   79             Refinance          5910 East McDowell Road
   80             Refinance          815, 825, 845 & 875 West Market Street
   81            Acquisition         237 Mt. Holly Huntersville Road
   82            Acquisition         4100 & 4200 West Royal Lane
   83             Refinance          131 Eureka Street
   84            Acquisition         9202 N. 19th Avenue
   85            Acquisition         6570 South Yosemite Street
   86             Refinance          1405-1587 N. Milwaukee Street
   87             Refinance          10 Nosband Avenue
   88             Refinance          5000 Butte Street
   89             Refinance          13805 West Road
   90             Refinance          5226 Hwy 153
   91             Refinance          11501 S. Cleveland Avenue
   92             Refinance          199 & 215 Elm Street
   93            Acquisition         11459-11479 Old Nashville Highway
   94            Acquisition         7950 Troon Circle
   95             Refinance          2050 Springfield Drive
   96             Refinance          1313 South Mooney Boulevard
   97             Refinance          1501 Broadway
   98             Refinance          4591 & 4595 San Mateo Blvd NE
   99             Refinance          8700-8900 122nd Avenue NE
   100            Refinance          2101 W. 33rd Street
   101           Acquisition         1940 S. Bonito Way
   102            Refinance          3535 Stine Road
   103            Refinance          2824 East 208th Street
   104            Refinance          3209-3221 E. Thousand Oaks Boulevard
   105            Refinance          951 Viewmont Drive
   106           Acquisition         5102 Calle del Sol
   107            Refinance          2004-2100 Troy Road
   108            Refinance          361 & 471 West Townline Road
   109            Refinance          80-110 Vinings Drive
   110           Acquisition         12002 Richmond Avenue
   111            Refinance          6110 Walzem Road
   112            Refinance          25829 Narbonne Avenue
   113           Acquisition         7150 Allentown Boulevard
   114           Acquisition         1810-1820 East Main Street
   115           Acquisition         1825 W. Parkside Lane
   116            Refinance          1201 E. Cinnabar Avenue
   117            Refinance          1857-1975 W. Genesee Street
   118            Refinance          721 Main Street
   119            Refinance          17502 Hawthorne Boulevard
   120            Refinance          19980 10th Ave. NE
   121           Acquisition         1248 Airport Park Boulevard
   122           Acquisition         10621 Monaco Drive
   123            Refinance          1355 W. Duval Mine Road
   124            Refinance          10426 Main Street
   125            Refinance          15119 S.E. Dayspring Lane and 15287 S.E. Louise Lane
   126            Refinance          11150 N. Williams Street
   127            Refinance          453 Ravendale Road
   128           Acquisition         1875-1890 Budd Avenue
   129           Acquisition         3164 Garrity Way
   130            Refinance          2402 Mechanic Street
   131            Refinance          2502 W Hillsborough Ave
   132           Acquisition         2348 Tradeport Drive
   133            Refinance          2440 South Melrose Drive
   134           Acquisition         1700 North Grand Avenue
   135           Acquisition         704 N. Main St.
   136            Refinance          17271 Kenyon Avenue
   137           Acquisition         5200 East Lancaster Avenue
   138            Refinance          2-31 Charley's Place
   139           Acquisition         610 East Stassney
   140            Refinance          13866 Midlothian Turnpike
   141           Acquisition         2551 SW Grapevine Parkway
   142            Refinance          1064 Woodland Avenue
   143           Acquisition         101 West Main Street
   144            Refinance          3023 Woodcreek Lane
   145            Refinance          2315 Middle Country Road
   146            Refinance          958 Josiane Court
   147            Refinance          6502-6530 West Glendale Avenue
   148            Refinance          1905 N 2nd Dr
   149           Acquisition         1655 US Highway 27 South
   150            Refinance          6402 West Glendale Avenue
   151            Refinance          5200 N.E. 92nd Avenue
   152            Refinance          5001-5043 Cumberland Ct. SE
   153            Refinance          1141 Executive Boulevard
   154           Acquisition         4831 Spring Grove Avenue
   155            Refinance          949 Grand Avenue
   156            Refinance          6550 West Glendale Avenue
   157            Refinance          6430-6448 West Glendale Avenue
   158            Refinance          1600-1604 West Olive Avenue and 105-107 South Sparks Street


MORTGAGE
LOAN NO.   CITY                STATE   ZIP CODE   PROPERTY TYPE                    PROPERTY SUB-TYPE                UNITS/SF(3)
--------   -----------------   -----   --------   ------------------------------   ------------------------------   -----------

    1      Portland             OR      97204     Office                           Urban                             1,098,843
    2      Minneapolis          MN      55402     Office                           Urban                             1,390,894
    3      Herndon              VA      20171     Office                           Suburban                            379,596
    4      San Diego            CA      92101     Hospitality                      Full Service                            258
    5      Phoenix              AZ      85020     Hospitality                      Full Service                            585
    6      Potomac              MD      20854     Retail                           Anchored                             79,654
    7      Gresham              OR      97030     Retail                           Anchored                            295,809
    8      St. Augustine        FL      32084     Hospitality                      Full Service                            138
    9      Lincoln              RI      02865     Retail                           Anchored                            439,132
   10      Bala Cynwyd          PA      19004     Office                           Suburban                            172,894
   11      New York             NY      10018     Office                           Urban                               195,830
   12      Kingsport            TN      37660     Retail                           Anchored                            272,235
   13      Schiller Park        IL      60176     Hospitality                      Full Service                            295
   14      Gresham              OR      97030     Mixed Use                        Retail/Office                       145,323
   15      Eatontown            NJ      07724     Retail                           Anchored                            262,101
   16      San Francisco        CA      94102     Office                           Urban                                41,385
   17      Aurora               CO      80016     Retail                           Shadow Anchored                      66,838
   18      Terre Haute          IN      47802     Retail                           Anchored                            179,100
   19      Mesa                 AZ      85204     Other                            Theater                              94,774
   20      Arlington            VA      22207     Retail                           Anchored                            109,881
   21      New York             NY      10017     Other                            Leased Fee                           11,341
   22      Euless               TX      76053     Other                            Theater                              94,000
   23      Westford             MA      01886     Office                           Suburban                            175,000
   24      Murfreesboro         TN      37129     Retail                           Anchored                            116,660
   25      Mesa                 AZ      85204     Retail                           Shadow Anchored                     133,661
   26      Kenosha              WI      53142     Multifamily                      Garden                                  216
   27      Bloomington          IN      47401     Multifamily                      Garden                                  121
   28      North Hollywood      CA      91602     Office                           Suburban                            109,329
   29      Red Bank             NJ      07701     Office                           Suburban                             96,849
   30      Columbia             MO      65203     Multifamily                      Garden                                   82
   31      Dundalk              MD      21222     Retail                           Anchored                             88,378
   32      Silver Spring        MD      20910     Retail                           Anchored                             42,529
   33      Atlanta              GA      30339     Office                           Urban                               115,278
   34      Paramus              NJ      07652     Retail                           Anchored                            159,963
   35      Tucson               AZ      85711     Retail                           Anchored                            179,382
   36      Pittsburgh           PA      15213     Hospitality                      Extended Stay                           174
   37      New York             NY      10128     Multifamily                      High Rise                               140
   38      Indianapolis         IN      46241     Industrial                       Warehouse                           120,200
   39      Fremont              CA      94555     Industrial                       Flex Industrial                      95,710
   40      Sunnyvale            CA      94086     Industrial                       Flex Industrial                      74,859
   41      Eagle                ID      83616     Retail                           Shadow Anchored                      59,839
   42      Chino Hills          CA      91709     Retail                           Shadow Anchored                      28,282
   43      Canfield             OH      44406     Retail                           Anchored                            100,958
   44      Port Chester         NY      10573     Multifamily                      Mid Rise                                160
   45      Richmond             CA      94804     Industrial                       Flex Industrial                      64,952
   46      Folsom               CA      95630     Retail                           Unanchored                           25,276
   47      Sugar Land           TX      77479     Office                           Suburban                             71,217
   48      Clinton Township     MI      48038     Retail                           Unanchored                           15,749
   49      Clinton Township     MI      48038     Retail                           Unanchored                           21,300
   50      Sterling Heights     MI      48313     Office                           Suburban                             14,400
   51      Sterling Heights     MI      48313     Office                           Suburban                             11,143
   52      Arlington            VA      22203     Multifamily                      Garden                                   20
   53      Tualatin             OR      97035     Retail                           Unanchored                           44,758
   54      Irvine               CA      92614     Industrial                       Light Industrial                     51,216
   55      San Fernando         CA      91340     Retail                           Unanchored                           35,827
   56      Bellevue             WA      98004     Office                           Suburban                             45,721
   57      Old Lyme             CT      06371     Retail                           Anchored                            102,534
   58      Downey               CA      90241     Retail                           Free Standing                        20,040
   59      Dallas               TX      75226     Mixed Use                        Multifamily/Retail                       85
   60      Tucson               AZ      85741     Retail                           Unanchored                           50,200
   61      North Charleston     SC      29418     Retail                           Anchored                             65,619
   62      Ringwood             NJ      07456     Industrial                       Warehouse                            47,391
   63      Alameda              CA      94502     Industrial                       Warehouse                            30,024
   64      West Bloomfield      MI      48322     Office                           Suburban                             37,562
   65      Little Rock          AR      72202     Hospitality                      Full Service                            150
   66      Upper Marlboro       MD      20774     Industrial                       Warehouse                            95,000
   67      McDonough            GA      30253     Retail                           Unanchored                           33,600
   68      San Ramon            CA      94583     Industrial                       Flex Industrial                      60,612
   69      Houston              TX      77089     Multifamily                      Garden                                  217
   70      Rocky Hill           CT      06067     Retail                           Anchored                             37,372
   71      Tukwila              WA      98188     Industrial                       Warehouse                            85,000
   72      Vernon Hills         IL      60061     Retail                           Free Standing                        14,820
   73      Livermore            CA      94551     Office                           Suburban                             48,843
   74      Brooklyn             NY      11215     Retail                           Unanchored                           19,345
   75      Brooklyn             NY      11215     Retail                           Unanchored                            7,900
   76      Kailua-Kona          HI      96740     Retail                           Specialty                            35,363
   77      Phoenix              AZ      85029     Office                           Suburban                             72,072
   78      Stockton             CA      95207     Retail                           Shadow Anchored                      42,467
   79      Mesa                 AZ      85215     Self Storage                     Self Storage                        101,905
   80      Salinas              CA      93901     Industrial                       Warehouse                           119,423
   81      Charlotte            NC      28214     Retail                           Anchored                             56,840
   82      Irving               TX      75063     Industrial                       Flex Industrial                      71,582
   83      Grass Valley         CA      95945     Multifamily                      Retirement Home                          84
   84      Phoenix              AZ      85021     Multifamily                      Garden                                  137
   85      Greenwood Village    CO      80111     Retail                           Anchored                             23,841
   86      Boise                ID      83704     Retail                           Unanchored                           68,997
   87      White Plains         NY      10601     Multifamily                      Mid Rise                                 72
   88      Boulder              CO      80301     Manufactured Housing Community   Manufactured Housing Community          305
   89      Houston              TX      77041     Industrial                       Flex Industrial                      61,600
   90      Hixson               TN      37343     Retail                           Anchored                             83,779
   91      Fort Myers           FL      33907     Hospitality                      Limited Service                          80
   92      New Canaan           CT      06840     Office                           Suburban                             18,339
   93      Smyrna               TN      37167     Retail                           Anchored                             51,925
   94      Austell              GA      30168     Industrial                       Warehouse                           174,400
   95      Chico                CA      95928     Manufactured Housing Community   Manufactured Housing Community           91
   96      Visalia              CA      93277     Retail                           Free Standing                        43,279
   97      Clarksville          IN      47129     Hospitality                      Limited Service                         120
   98      Albuquerque          NM      87109     Retail                           Unanchored                           81,641
   99      Kirkland             WA      98033     Industrial                       Light Industrial                     41,105
   100     Jacksonville         FL      32209     Industrial                       Warehouse                           203,000
   101     Meridian             ID      83642     Office                           Suburban                             24,758
   102     Bakersfield          CA      93309     Manufactured Housing Community   Manufactured Housing Community          196
   103     Carson               CA      90810     Industrial                       Warehouse                            90,409
   104     Thousand Oaks        CA      91362     Retail                           Unanchored                           24,980
   105     Dickson City         PA      18519     Retail                           Free Standing                        23,928
   106     Santa Clara          CA      95054     Industrial                       Light Industrial                     36,200
   107     Edwardsville         IL      62025     Retail                           Shadow Anchored                       9,100
   108     Vernon Hills         IL      60061     Retail                           Shadow Anchored                      12,617
   109     McDonough            GA      30253     Retail                           Unanchored                           19,350
   110     Houston              TX      77082     Retail                           Unanchored                           15,275
   111     San Antonio          TX      78239     Self Storage                     Self Storage                         68,600
   112     Lomita               CA      90717     Other                            Leased Fee                           26,000
   113     Harrisburg           PA      17112     Retail                           Free Standing                        21,688
   114     Woodland             CA      95776     Retail                           Shadow Anchored                      12,000
   115     Phoenix              AZ      85027     Industrial                       Flex Industrial                      19,416
   116     Phoenix              AZ      85020     Self Storage                     Self Storage                         47,767
   117     Lapeer               MI      48446     Retail                           Anchored                             87,759
   118     Poughkeepsie         NY      12603     Retail                           Anchored                              7,380
   119     Torrance             CA      90504     Retail                           Anchored                             28,000
   120     Poulsbo              WA      98370     Mixed Use                        Retail/Office                        18,193
   121     Ukiah                CA      95482     Retail                           Free Standing                        23,627
   122     Jacksonville         FL      32218     Multifamily                      Garden                                  103
   123     Sahuarita            AZ      85629     Retail                           Shadow Anchored                      11,997
   124     Fairfax              VA      22030     Mixed Use                        Retail/Office                        17,969
   125     Clackamas            OR      97015     Manufactured Housing Community   Manufactured Housing Community           76
   126     Dunnellon            FL      34432     Retail                           Shadow Anchored                      15,525
   127     Mountain View        CA      94043     Industrial                       Flex Industrial                      29,620
   128     Maple Plain          MN      55359     Multifamily                      Garden                                   47
   129     Richmond             CA      94806     Office                           Suburban                             10,423
   130     Galveston            TX      77550     Multifamily                      Mid Rise                                 37
   131     Tampa                FL      33614     Retail                           Free Standing                        10,908
   132     Orlando              FL      32824     Office                           Suburban                             17,697
   133     Vista                CA      92081     Retail                           Shadow Anchored                       7,049
   134     Gainesville          TX      76240     Retail                           Free Standing                        23,627
   135     Oregon               WI      53575     Retail                           Free Standing                        13,650
   136     Lakeville            MN      55044     Office                           Suburban                             11,900
   137     Fort Worth           TX      76112     Multifamily                      Garden                                   85
   138     Bay Shore            NY      11706     Multifamily                      Garden                                   16
   139     Austin               TX      78745     Retail                           Unanchored                            7,621
   140     Midlothian           VA      23113     Other                            Leased Fee                            3,192
   141     Grapevine            TX      76051     Industrial                       Warehouse                            39,277
   142     Modesto              CA      95351     Industrial                       Flex Industrial                      56,225
   143     Enon                 OH      45323     Retail                           Free Standing                        11,215
   144     Houston              TX      77073     Multifamily                      Garden                                   42
   145     Centereach           NY      11720     Other                            Leased Fee                           13,500
   146     Altamonte Springs    FL      32701     Industrial                       Flex Industrial                      59,000
   147     Glendale             AZ      85301     Retail                           Unanchored                           17,380
   148     Stevens Point        WI      54481     Manufactured Housing Community   Manufactured Housing Community          103
   149     Carrollton           GA      30117     Retail                           Shadow Anchored                       4,500
   150     Glendale             AZ      85301     Retail                           Unanchored                           14,224
   151     Portland             OR      97220     Manufactured Housing Community   Manufactured Housing Community           34
   152     Salem                OR      97306     Manufactured Housing Community   Manufactured Housing Community           38
   153     Chesapeake           VA      23320     Industrial                       Light Industrial                     16,150
   154     Cincinnati           OH      45232     Industrial                       Warehouse                            46,000
   155     St. Paul             MN      55105     Mixed Use                        Retail/Office                         3,889
   156     Glendale             AZ      85301     Retail                           Unanchored                           12,000
   157     Glendale             AZ      85301     Retail                           Unanchored                           12,000
   158     Burbank              CA      91506     Mixed Use                        Retail/Office                         6,300


MORTGAGE                                                             PERCENT    PERCENT LEASED
LOAN NO.              YEAR BUILT                 YEAR RENOVATED     LEASED(4)    AS OF DATE(4)   SECURITY TYPE(5)
--------   ----------------------------------   -----------------   ---------   --------------   ----------------

    1                1974 - 1983                       NAP            93.6%       07/18/2006     Fee
    2                    1992                          NAP            75.8%       09/11/2006     Fee
    3                    2001                          NAP            91.3%       06/01/2006     Fee
    4                    2002                          NAP            77.3%       06/30/2006     Fee
    5                1981 - 1983                   2001 - 2006        73.2%       06/30/2006     Fee/Leasehold
    6                    1967                         1989            100.0%      07/31/2006     Fee
    7                    2001                          NAP            90.8%       08/01/2006     Fee
    8                    1888                   1999, 2004 - 2006     76.6%       07/31/2006     Fee
    9              1974, 2002, 2005                    NAP            98.7%       05/30/2006     Fee
   10                    1974                      1997, 2005         91.6%       06/08/2006     Fee
   11                    1928                         1989            98.9%       07/26/2006     Fee
   12                    2005                          NAP            96.7%       08/09/2006     Fee/Leasehold
   13                    1985                          NAP            86.2%       06/30/2006     Fee
   14                    2004                          NAP            89.6%       08/31/2006     Fee
   15                    1978                          NAP            100.0%      06/08/2006     Leasehold
   16                    1907                         2005            62.2%       07/01/2006     Fee
   17                    2005                          NAP            90.4%       04/05/2006     Fee
   18                    2005                          NAP            100.0%      06/05/2006     Fee
   19                    1999                          NAP            100.0%      10/01/2006     Fee
   20                    1962                         2003            99.3%       09/01/2006     Fee
   21                    1958                          NAP            100.0%      05/08/2006     Fee
   22                    2004                          NAP            100.0%      10/01/2006     Fee
   23                    2001                          NAP            100.0%      06/12/2006     Leasehold
   24                 1996, 1999                       NAP            100.0%      08/21/2006     Fee
   25                 1981, 1986                       NAP            95.3%       05/01/2006     Fee
   26                1995 - 1997                       NAP            96.8%       08/11/2006     Fee
   27                    2005                          NAP            99.2%       09/05/2006     Fee
   28                    1974                         1995            98.1%       03/30/2006     Fee
   29                    1988                          NAP            99.6%       08/08/2006     Fee
   30                    2006                          NAP            92.7%       08/31/2006     Fee
   31                    1979                         2001            100.0%      08/10/2006     Fee
   32                 1966, 1990                       NAP            100.0%      06/07/2006     Fee
   33                    1976                      1998, 2005         85.0%       07/26/2006     Fee
   34                 1962, 1986                       NAP            100.0%      09/01/2006     Fee
   35                    1972                         2003            95.7%       08/16/2006     Fee
   36                    2000                          NAP            75.5%       07/22/2006     Fee
   37                    1973                          NAP            100.0%      05/01/2006     Fee
   38                    1998                          NAP            100.0%      06/01/2006     Fee
   39                    1995                          NAP            100.0%      09/07/2006     Fee
   40                    1983                      1999 - 2000        100.0%      09/08/2006     Fee
   41                    2000                          NAP            97.8%       08/24/2006     Fee
   42                    2006                          NAP            95.3%       04/30/2006     Fee
   43                    1961                         1999            87.9%       07/28/2006     Fee
   44                    1953                          NAP            100.0%      04/26/2006     Fee
   45                    2001                          NAP            100.0%      08/18/2006     Fee
   46                    2005                          NAP            100.0%      05/15/2006     Fee
   47                    1985                          NAP            100.0%      06/07/2006     Fee
   48                    2005                          NAP            67.9%       06/23/2006     Fee
   49                1978 - 1984                       NAP            83.1%       06/23/2006     Fee
   50                    2002                          NAP            100.0%      06/23/2006     Fee
   51                    2003                          NAP            100.0%      06/23/2006     Fee
   52                    2005                          NAP            100.0%      09/06/2006     Fee
   53                    1985                          NAP            93.3%       07/05/2006     Fee
   54                    1975                         1983            100.0%      07/27/2006     Fee
   55                    1990                          NAP            81.8%       08/31/2006     Fee
   56                    1999                          NAP            100.0%      04/17/2006     Fee
   57      1959, 1963, 1969, 1975, 1990, 2000          NAP            97.9%       06/01/2006     Fee
   58                    2005                          NAP            100.0%      06/07/2006     Fee
   59                1926 - 1929                1994, 1996, 2000      100.0%      07/27/2006     Fee
   60                    1989                          NAP            94.2%       07/01/2006     Fee
   61                    2001                          NAP            100.0%      09/19/2006     Fee
   62                    1962                      1988 - 1990        100.0%      10/01/2006     Fee
   63                    2003                          NAP            100.0%      10/01/2006     Fee
   64                 2004, 2006                       NAP            100.0%      03/01/2006     Fee
   65                 1971, 2003                      2003            64.8%       07/31/2006     Fee
   66                    1984                         1994            100.0%      10/01/2006     Fee
   67                    2003                          NAP            100.0%      09/11/2006     Fee
   68                    1969                         2000            100.0%      07/12/2006     Fee
   69                    1982                          NAP            88.7%       06/15/2006     Fee
   70              1976, 1985, 2002                    NAP            94.4%       05/18/2006     Fee
   71                1970 - 1995                       NAP            100.0%      07/28/2006     Fee
   72                    2006                          NAP            100.0%      08/16/2006     Fee
   73                    2002                          NAP            91.3%       07/26/2006     Fee
   74                    1888                      1998, 2003         100.0%      06/15/2006     Fee
   75                    1906                         2002            100.0%      04/01/2006     Fee
   76                    2006                          NAP            92.5%       07/01/2006     Leasehold
   77                    1955                         2001            100.0%      04/11/2006     Fee
   78                    1978                      1992 - 1993        96.7%       06/30/2006     Fee
   79                    1997                         2002            96.4%       08/30/2006     Fee
   80                 1956, 1991                       NAP            98.7%       05/01/2006     Fee
   81                    2004                          NAP            86.4%       08/04/2006     Fee
   82                    2001                          NAP            91.1%       07/07/2006     Fee
   83                    1984                         2005            96.4%       08/09/2006     Fee
   84                    1979                      2005 - 2006        94.9%       08/14/2006     Fee
   85                    1977                         1995            100.0%      06/01/2006     Fee
   86                    1988                          NAP            74.8%       06/30/2006     Fee
   87                    1950                          NAP            100.0%      05/18/2006     Fee
   88                    1975                          NAP            98.4%       06/01/2006     Leasehold
   89                    2000                          NAP            100.0%      05/01/2006     Fee
   90                 1978, 2005                      1994            100.0%      08/29/2006     Fee
   91                    1986                         1999            75.1%       04/30/2006     Fee
   92                    1917                         1983            100.0%      08/08/2006     Fee/Leasehold
   93                    1998                          NAP            95.4%       09/08/2006     Fee
   94                    1990                          NAP            100.0%      07/26/2006     Fee
   95                    1989                          NAP            100.0%      06/10/2006     Fee
   96                    1950                         2005            100.0%      10/01/2006     Fee
   97                    1998                          NAP            61.0%       06/24/2006     Fee
   98                 1971, 1990                      2006            100.0%      08/24/2006     Fee
   99                    1987                          NAP            100.0%      08/01/2006     Fee
   100                   1964                          NAP            100.0%      07/19/2006     Fee
   101                   2004                          NAP            94.3%       07/18/2006     Fee
   102                   1976                          NAP            99.5%       06/01/2006     Fee
   103                   1968                      1994 - 1998        100.0%      08/14/2006     Fee
   104                   1987                          NAP            100.0%      08/18/2006     Fee
   105                   1997                          NAP            100.0%      09/15/2006     Fee
   106                   1982                         2004            100.0%      08/29/2006     Fee
   107                   2006                          NAP            100.0%      08/15/2006     Fee
   108                   2006                          NAP            100.0%      08/17/2006     Fee
   109                   2005                          NAP            100.0%      08/23/2006     Fee
   110                   2004                          NAP            100.0%      08/22/2006     Fee
   111                1997, 2004                       NAP            84.8%       07/14/2006     Fee
   112                   2006                          NAP            100.0%      03/10/2006     Fee
   113                   2006                          NAP            100.0%      05/11/2006     Fee
   114                   2005                          NAP            100.0%      06/06/2006     Fee
   115                   2005                          NAP            100.0%      10/01/2006     Fee
   116                   1984                         2006            93.9%       07/28/2006     Fee
   117                   1965                          NAP            100.0%      06/29/2006     Fee
   118                   2005                          NAP            100.0%      10/01/2006     Fee
   119                   1963                         1996            100.0%      10/01/2006     Leasehold
   120                   2005                          NAP            85.8%       06/01/2006     Fee
   121                   2006                          NAP            100.0%      10/01/2006     Fee
   122                   1967                         2005            97.1%       05/23/2006     Fee
   123                   2005                          NAP            85.0%       08/16/2006     Fee
   124                   1955                          NAP            100.0%      09/07/2006     Fee
   125               1987 - 1988                       NAP            97.4%       08/23/2006     Fee
   126                   2005                          NAP            100.0%      06/07/2006     Fee
   127                   1978                          NAP            100.0%      08/07/2006     Fee
   128               1965 - 1972                       NAP            95.7%       06/13/2006     Fee
   129                   2006                          NAP            100.0%      10/01/2006     Fee
   130                   1890                         1995            97.3%       04/30/2006     Fee
   131                   2000                          NAP            100.0%      10/01/2006     Fee
   132                   2005                          NAP            100.0%      10/01/2006     Fee
   133                   2005                          NAP            77.3%       07/24/2006     Fee
   134                   2006                          NAP            100.0%      05/22/2006     Fee
   135                   2006                          NAP            100.0%      10/01/2006     Fee
   136                   2001                          NAP            100.0%      07/13/2006     Fee
   137                   1964                         2000            92.9%       06/05/2006     Fee
   138               2005 - 2006                       NAP            100.0%      08/09/2006     Fee
   139                   2005                          NAP            79.8%       05/22/2006     Fee
   140                   2006                          NAP            100.0%      10/01/2006     Fee
   141                   1996                          NAP            100.0%      10/01/2006     Fee
   142                   1978                          NAP            96.6%       06/15/2006     Fee
   143                   2005                          NAP            100.0%      08/09/2006     Fee
   144                   1984                          NAP            97.6%       06/30/2006     Fee
   145               2005 - 2006                       NAP            100.0%      07/21/2006     Fee
   146                   1971                          NAP            100.0%      05/01/2006     Fee
   147                   1979                          NAP            100.0%      08/24/2006     Fee
   148                   1960                          NAP            81.6%       08/01/2006     Fee
   149                   2006                          NAP            100.0%      10/01/2006     Fee
   150                   1982                          NAP            100.0%      08/24/2006     Fee
   151                   1997                          NAP            100.0%      08/23/2006     Fee
   152                   1987                          NAP            100.0%      08/24/2006     Fee
   153                   2004                          NAP            100.0%      08/31/2006     Fee
   154                   1968                          NAP            100.0%      10/01/2006     Fee
   155               2005 - 2006                       NAP            100.0%      10/01/2006     Fee
   156                   1980                          NAP            100.0%      08/24/2006     Fee
   157                   1974                          NAP            100.0%      08/24/2006     Fee
   158                   1947                          NAP            100.0%      03/02/2006     Fee


MORTGAGE                       RELATED             ORIGINAL       CUT-OFF DATE      % OF TOTAL POOL      CUT-OFF DATE BALANCE
LOAN NO.   LIEN POSITION    BORROWER LIST           BALANCE          BALANCE(6)   CUT-OFF DATE BALANCE         PER UNIT OR SF
--------   -------------   ------------------   --------------   --------------   --------------------   --------------------

    1          First             NAP              $186,550,000     $186,550,000            12.2%                         $170
    2          First             NAP              $152,500,000     $152,500,000            9.9%                          $117
    3          First       3, 9, 12, 18, 43        $68,750,000      $68,750,000            4.5%                          $181
    4          First             NAP               $65,000,000      $65,000,000            4.2%                      $251,938
    5          First             NAP               $55,250,000      $55,250,000            3.6%                       $94,444
    6          First             NAP               $44,000,000      $44,000,000            2.9%                          $552
    7          First            7, 14              $41,500,000      $41,500,000            2.7%                          $140
    8          First             NAP               $40,000,000      $40,000,000            2.6%                      $289,855
    9          First       3, 9, 12, 18, 43        $33,835,000      $33,835,000            2.2%                           $77
   10          First             NAP               $24,000,000      $24,000,000            1.6%                          $139
   11          First             NAP               $24,000,000      $24,000,000            1.6%                          $123
   12          First       3, 9, 12, 18, 43        $22,550,000      $22,550,000            1.5%                           $83
   13          First             NAP               $22,500,000      $22,500,000            1.5%                       $76,271
   14          First            7, 14              $21,900,000      $21,900,000            1.4%                          $151
   15          First             NAP               $20,414,000      $20,414,000            1.3%                           $78
   16          First             NAP               $20,000,000      $19,637,967            1.3%                          $475
   17          First             NAP               $17,000,000      $17,000,000            1.1%                          $254
   18          First       3, 9, 12, 18, 43        $16,000,000      $16,000,000            1.0%                           $89
   19          First            19, 22             $16,000,000      $15,917,806            1.0%                          $168
   20          First             NAP               $15,000,000      $15,000,000            1.0%                          $137
   21          First             NAP               $15,000,000      $15,000,000            1.0%                        $1,323
   22          First            19, 22             $15,000,000      $14,922,943            1.0%                          $159
   23          First             NAP               $13,500,000      $13,464,150            0.9%                           $77
   24          First             NAP               $12,500,000      $12,500,000            0.8%                          $107
   25          First             NAP               $12,200,000      $12,200,000            0.8%                           $91
   26          First             NAP               $11,700,000      $11,700,000            0.8%                       $54,167
   27          First             NAP               $11,200,000      $11,200,000            0.7%                       $92,562
   28          First             NAP               $11,000,000      $11,000,000            0.7%                          $101
   29          First             NAP               $11,000,000      $10,976,164            0.7%                          $113
   30          First             NAP               $10,700,000      $10,700,000            0.7%                      $130,488
   31          First             NAP               $10,700,000      $10,689,749            0.7%                          $121
   32          First             NAP               $10,000,000      $10,000,000            0.7%                          $235
   33          First             NAP               $10,000,000      $10,000,000            0.7%                           $87
   34          First             NAP               $10,000,000      $10,000,000            0.7%                           $63
   35          First             NAP               $10,000,000       $9,973,711            0.6%                           $56
   36          First             NAP                $9,000,000       $8,970,350            0.6%                       $51,554
   37          First             NAP                $8,250,000       $8,250,000            0.5%                       $58,929
   38          First             NAP                $8,260,000       $8,245,595            0.5%                           $69
   39          First         39, 40, 106            $8,100,000       $8,100,000            0.5%                           $85
   40          First         39, 40, 106            $7,600,000       $7,600,000            0.5%                          $102
   41          First             NAP                $7,600,000       $7,600,000            0.5%                          $127
   42          First             NAP                $7,580,000       $7,580,000            0.5%                          $268
   43          First       3, 9, 12, 18, 43         $7,575,000       $7,575,000            0.5%                           $75
   44          First             NAP                $7,500,000       $7,500,000            0.5%                       $46,875
   45          First             NAP                $7,000,000       $6,993,585            0.5%                          $108
   46          First             NAP                $6,980,000       $6,961,871            0.5%                          $275
   47          First            47, 89              $6,920,000       $6,920,000            0.5%                           $97
   48          First             NAP                $2,319,000       $2,319,000            0.2%                          $110
   49          First             NAP                $1,728,000       $1,728,000            0.1%                          $110
   50          First             NAP                $1,660,000       $1,660,000            0.1%                          $110
   51          First             NAP                $1,168,000       $1,168,000            0.1%                          $110
   52          First             NAP                $6,800,000       $6,787,979            0.4%                      $339,399
   53          First             NAP                $6,700,000       $6,700,000            0.4%                          $150
   54          First             NAP                $6,500,000       $6,500,000            0.4%                          $127
   55          First             NAP                $6,500,000       $6,493,640            0.4%                          $181
   56          First             NAP                $6,425,000       $6,425,000            0.4%                          $141
   57          First             NAP                $6,400,000       $6,388,635            0.4%                           $62
   58          First             NAP                $6,300,000       $6,300,000            0.4%                          $314
   59          First             NAP                $6,300,000       $6,294,011            0.4%                       $64,225
   60          First             NAP                $6,200,000       $6,193,875            0.4%                          $123
   61          First             NAP                $6,100,000       $6,100,000            0.4%                           $93
   62          First             NAP                $3,687,500       $3,681,540            0.2%                           $77
   63          First             NAP                $2,312,500       $2,308,762            0.2%                           $77
   64          First             NAP                $6,000,000       $5,983,365            0.4%                          $159
   65          First             NAP                $5,800,000       $5,777,948            0.4%                       $38,520
   66          First             NAP                $5,750,000       $5,750,000            0.4%                           $61
   67          First             NAP                $5,650,000       $5,650,000            0.4%                          $168
   68          First             NAP                $5,600,000       $5,589,738            0.4%                           $92
   69          First             NAP                $5,300,000       $5,290,673            0.3%                       $24,381
   70          First             NAP                $5,050,000       $5,050,000            0.3%                          $135
   71          First             NAP                $5,000,000       $4,995,365            0.3%                           $59
   72          First           72, 108              $5,000,000       $4,995,210            0.3%                          $337
   73          First            73, 96              $5,000,000       $4,993,037            0.3%                          $102
   74          First             NAP                $3,700,000       $3,693,577            0.2%                          $183
   75          First             NAP                $1,300,000       $1,297,743            0.1%                          $183
   76          First             NAP                $5,000,000       $4,987,158            0.3%                          $141
   77          First             NAP                $4,990,000       $4,978,093            0.3%                           $69
   78          First             NAP                $4,800,000       $4,800,000            0.3%                          $113
   79          First             NAP                $4,800,000       $4,795,303            0.3%                           $47
   80          First             NAP                $4,800,000       $4,788,461            0.3%                           $40
   81          First             NAP                $4,700,000       $4,700,000            0.3%                           $83
   82          First             NAP                $4,500,000       $4,500,000            0.3%                           $63
   83          First             NAP                $4,440,000       $4,440,000            0.3%                       $52,857
   84          First             NAP                $4,400,000       $4,400,000            0.3%                       $32,117
   85          First             NAP                $4,400,000       $4,400,000            0.3%                          $185
   86          First             NAP                $4,400,000       $4,400,000            0.3%                           $64
   87          First             NAP                $4,400,000       $4,392,116            0.3%                       $61,002
   88          First           88, 102              $4,360,000       $4,355,701            0.3%                       $14,281
   89          First            47, 89              $4,305,000       $4,305,000            0.3%                           $70
   90          First             NAP                $4,300,000       $4,291,284            0.3%                           $51
   91          First             NAP                $4,250,000       $4,239,409            0.3%                       $52,993
   92          First             NAP                $4,200,000       $4,175,828            0.3%                          $228
   93          First             NAP                $4,100,000       $4,100,000            0.3%                           $79
   94          First             NAP                $4,100,000       $4,089,562            0.3%                           $23
   95          First       95, 125, 151, 152        $4,000,000       $4,000,000            0.3%                       $43,956
   96          First            73, 96              $4,000,000       $3,994,515            0.3%                           $92
   97          First             NAP                $4,000,000       $3,986,582            0.3%                       $33,222
   98          First             NAP                $3,800,000       $3,796,647            0.2%                           $47
   99          First             NAP                $3,400,000       $3,400,000            0.2%                           $83
   100         First             NAP                $3,400,000       $3,396,848            0.2%                           $17
   101         First             NAP                $3,300,000       $3,300,000            0.2%                          $133
   102         First           88, 102              $3,300,000       $3,296,808            0.2%                       $16,820
   103         First             NAP                $3,250,000       $3,250,000            0.2%                           $36
   104         First             NAP                $3,150,000       $3,147,180            0.2%                          $126
   105         First             NAP                $3,100,000       $3,100,000            0.2%                          $130
   106         First         39, 40, 106            $3,000,000       $3,000,000            0.2%                           $83
   107         First             NAP                $3,000,000       $3,000,000            0.2%                          $330
   108         First           72, 108              $3,000,000       $2,997,126            0.2%                          $238
   109         First             NAP                $2,900,000       $2,900,000            0.2%                          $150
   110         First             NAP                $2,850,000       $2,850,000            0.2%                          $187
   111         First             NAP                $2,800,000       $2,795,216            0.2%                           $41
   112         First             NAP                $2,800,000       $2,794,949            0.2%                          $108
   113         First             NAP                $2,748,000       $2,748,000            0.2%                          $127
   114         First             NAP                $2,750,000       $2,747,436            0.2%                          $229
   115         First             NAP                $2,730,000       $2,725,593            0.2%                          $140
   116         First             NAP                $2,700,000       $2,697,463            0.2%                           $56
   117         First             NAP                $2,700,000       $2,695,355            0.2%                           $31
   118         First             NAP                $1,500,000       $1,500,000            0.1%                           $76
   119         First             NAP                $1,200,000       $1,195,020            0.1%                           $76
   120         First             NAP                $2,700,000       $2,693,065            0.2%                          $148
   121         First             NAP                $2,600,000       $2,600,000            0.2%                          $110
   122         First             NAP                $2,600,000       $2,591,086            0.2%                       $25,156
   123         First             NAP                $2,500,000       $2,500,000            0.2%                          $208
   124         First             NAP                $2,300,000       $2,300,000            0.1%                          $128
   125         First       95, 125, 151, 152        $2,300,000       $2,300,000            0.1%                       $30,263
   126         First             NAP                $2,300,000       $2,294,375            0.1%                          $148
   127         First             NAP                $2,250,000       $2,242,362            0.1%                           $76
   128         First             NAP                $2,240,000       $2,234,522            0.1%                       $47,543
   129         First             NAP                $2,225,000       $2,225,000            0.1%                          $213
   130         First             NAP                $2,200,000       $2,200,000            0.1%                       $59,459
   131         First             NAP                $2,200,000       $2,197,894            0.1%                          $201
   132         First             NAP                $2,195,000       $2,191,102            0.1%                          $124
   133         First             NAP                $1,950,000       $1,950,000            0.1%                          $277
   134         First             NAP                $1,900,000       $1,900,000            0.1%                           $80
   135         First             NAP                $1,900,000       $1,898,130            0.1%                          $139
   136         First             NAP                $1,870,000       $1,867,034            0.1%                          $157
   137         First             NAP                $1,680,000       $1,675,831            0.1%                       $19,716
   138         First             NAP                $1,650,000       $1,646,636            0.1%                      $102,915
   139         First             NAP                $1,600,000       $1,597,210            0.1%                          $210
   140         First             NAP                $1,500,000       $1,498,716            0.1%                          $470
   141         First             NAP                $1,500,000       $1,494,962            0.1%                           $38
   142         First             NAP                $1,450,000       $1,450,000            0.1%                           $26
   143         First             NAP                $1,440,000       $1,438,056            0.1%                          $128
   144         First             NAP                $1,400,000       $1,396,373            0.1%                       $33,247
   145         First             NAP                $1,400,000       $1,394,573            0.1%                          $103
   146         First             NAP                $1,400,000       $1,386,736            0.1%                           $24
   147         First       147, 150, 156, 157       $1,356,000       $1,354,745            0.1%                           $78
   148         First             NAP                $1,200,000       $1,200,000            0.1%                       $11,650
   149         First             NAP                $1,150,000       $1,147,396            0.1%                          $255
   150         First       147, 150, 156, 157       $1,023,000       $1,022,053            0.1%                           $72
   151         First       95, 125, 151, 152        $1,000,000       $1,000,000            0.1%                       $29,412
   152         First       95, 125, 151, 152        $1,000,000       $1,000,000            0.1%                       $26,316
   153         First             NAP                $1,000,000       $1,000,000            0.1%                           $62
   154         First             NAP                $1,000,000         $999,088            0.1%                           $22
   155         First             NAP                  $912,000         $912,000            0.1%                          $235
   156         First       147, 150, 156, 157         $898,000         $897,169            0.1%                           $75
   157         First       147, 150, 156, 157         $784,000         $783,274            0.1%                           $65
   158         First             NAP                  $750,000         $748,925            0.0%                          $119

                                                $1,535,810,000   $1,534,723,955


MORTGAGE                FIRST PAYMENT   FIRST PAYMENT                     GRACE                 LOCKBOX    LOCKBOX
LOAN NO.   NOTE DATE     DATE (P&I)       DATE (IO)     MATURITY DATE   PERIOD(7)   ARD LOAN     STATUS     TYPE
--------   ----------   -------------   -------------   -------------   ---------   --------   ---------   -------

    1      08/03/2006        NAP          09/03/2006     08/03/2016         0          No       In Place    Hard
    2      08/16/2006        NAP          10/09/2006     09/09/2011         0          No       In Place    Hard
    3      08/30/2006        NAP          10/01/2006     09/01/2016         5          No      Springing    Hard
    4      06/26/2006    05/01/2012       08/01/2006     01/01/2018         5          No      Springing    Hard
    5      08/29/2006    10/01/2008       10/01/2006     09/01/2016         5         Yes      Springing    Hard
    6      09/29/2006        NAP          11/01/2006     10/01/2016         5          No          No        NAP
    7      09/18/2006    11/01/2009       11/01/2006     10/01/2016         5          No          No        NAP
    8      09/28/2006    11/01/2008       11/01/2006     10/01/2016         0          No       In Place    Hard
    9      08/09/2006        NAP          10/01/2006     09/01/2013         5          No      Springing    Hard
   10      08/28/2006        NAP          10/01/2006     09/01/2016         5         Yes      Springing    Hard
   11      08/23/2006    10/01/2011       10/01/2006     09/01/2016         5          No      Springing    Hard
   12      07/21/2006        NAP          09/01/2006     08/01/2013         5          No      Springing    Hard
   13      09/12/2006        NAP          11/07/2006     10/07/2011         0          No       In Place    Soft
   14      09/18/2006    11/01/2009       11/01/2006     10/01/2016         5          No      Springing    Hard
   15      09/15/2006    11/01/2008       11/01/2006     10/01/2016         5         Yes       In Place    Hard
   16      05/26/2005    07/01/2005           NAP        06/01/2015         5          No          No        NAP
   17      07/19/2006        NAP          09/01/2006     08/01/2016         5          No          No        NAP
   18      06/29/2006        NAP          08/01/2006     07/01/2013         5         Yes      Springing    Hard
   19      05/22/2006    07/01/2006           NAP        06/01/2016         5          No       In Place    Hard
   20      09/05/2006        NAP          11/01/2006     10/01/2016         0          No          No        NAP
   21      06/29/2006        NAP          08/01/2006     07/01/2021         0          No       In Place    Hard
   22      05/22/2006    07/01/2006           NAP        06/01/2016         5          No       In Place    Hard
   23      07/27/2006    09/01/2006           NAP        08/01/2013         7          No          No        NAP
   24      08/21/2006    10/01/2009       10/01/2006     09/01/2016         0          No          No        NAP
   25      06/26/2006    08/01/2008       08/01/2006     07/01/2016         5          No          No        NAP
   26      08/22/2006        NAP          10/01/2006     09/01/2016         0          No          No        NAP
   27      09/05/2006    11/01/2006           NAP        10/01/2016         0          No          No        NAP
   28      09/15/2006    11/01/2006           NAP        10/01/2016         5          No          No        NAP
   29      08/08/2006    10/01/2006           NAP        09/01/2016         5          No          No        NAP
   30      09/06/2006    11/01/2008       11/01/2006     10/01/2016         0          No          No        NAP
   31      08/10/2006    10/01/2006           NAP        09/01/2016         0          No          No        NAP
   32      08/09/2006        NAP          10/01/2006     09/01/2016         5          No          No        NAP
   33      07/26/2006        NAP          09/01/2006     08/01/2016         0          No          No        NAP
   34      09/01/2006    11/01/2006           NAP        10/01/2016         0         Yes          No        NAP
   35      06/22/2006    08/01/2006           NAP        07/01/2016         5          No      Springing    Hard
   36      08/16/2006    10/01/2006           NAP        09/01/2021         0          No       In Place    Hard
   37      07/25/2006        NAP          09/01/2006     08/01/2016         5          No          No        NAP
   38      07/26/2006    09/07/2006           NAP        08/07/2016         0          No          No        NAP
   39      09/07/2006    11/01/2009       11/01/2006     10/01/2016         0          No          No        NAP
   40      09/08/2006        NAP          11/01/2006     10/01/2016         0          No          No        NAP
   41      06/28/2006    08/01/2011       08/01/2006     07/01/2016         5          No          No        NAP
   42      06/27/2006    08/01/2011       08/01/2006     07/01/2016         5          No          No        NAP
   43      08/07/2006        NAP          10/01/2006     09/01/2013         5          No          No        NAP
   44      09/29/2006    11/01/2006           NAP        10/01/2016         5          No          No        NAP
   45      08/18/2006    10/01/2006           NAP        09/01/2016         0          No          No        NAP
   46      06/09/2006    08/01/2006           NAP        07/01/2016         5          No          No        NAP
   47      08/18/2006    10/01/2011       10/01/2006     09/01/2016         5          No          No        NAP
   48      08/14/2006    10/01/2009       10/01/2006     09/01/2016         5          No          No        NAP
   49      08/14/2006    10/01/2009       10/01/2006     09/01/2016         5          No          No        NAP
   50      08/14/2006    10/01/2009       10/01/2006     09/01/2016         5          No          No        NAP
   51      08/14/2006    10/01/2009       10/01/2006     09/01/2016         5          No          No        NAP
   52      07/26/2006    09/08/2006           NAP        08/08/2011         0          No          No        NAP
   53      06/07/2006        NAP          08/01/2006     07/01/2016         5          No          No        NAP
   54      07/27/2006    09/01/2008       09/01/2006     08/01/2016         0          No          No        NAP
   55      09/01/2006    10/01/2006           NAP        09/01/2016         5          No          No        NAP
   56      06/30/2006    08/01/2008       08/01/2006     07/01/2016         5          No          No        NAP
   57      07/20/2006    09/01/2006           NAP        08/01/2016         5          No          No        NAP
   58      06/29/2006    02/08/2011       08/08/2006     07/08/2016         0          No      Springing    Hard
   59      08/09/2006    10/01/2006           NAP        09/01/2016         5          No          No        NAP
   60      08/24/2006    10/01/2006           NAP        09/01/2016         5          No      Springing    Hard
   61      09/19/2006    11/03/2006           NAP        10/03/2016         0          No          No        NAP
   62      07/05/2006    09/01/2006           NAP        08/01/2016         5          No          No        NAP
   63      07/05/2006    09/01/2006           NAP        08/01/2016         5          No          No        NAP
   64      08/14/2006    10/01/2006           NAP        09/01/2016         5          No          No        NAP
   65      06/01/2006    08/01/2006           NAP        07/01/2016         5          No          No        NAP
   66      08/10/2006    10/01/2009       10/01/2006     09/01/2016         5         Yes      Springing    Hard
   67      09/11/2006    11/01/2006           NAP        10/01/2016         0          No          No        NAP
   68      07/20/2006    09/01/2006           NAP        08/01/2016         5          No          No        NAP
   69      07/20/2006    09/01/2006           NAP        08/01/2016         5          No          No        NAP
   70      07/06/2006    09/01/2008       09/01/2006     08/01/2016         5          No      Springing    Hard
   71      07/28/2006    10/01/2006           NAP        09/01/2016         0          No          No        NAP
   72      08/17/2006    10/01/2006           NAP        09/01/2016         0         Yes          No        NAP
   73      08/08/2006    10/01/2006           NAP        09/01/2016         5          No          No        NAP
   74      07/26/2006    09/01/2006           NAP        08/01/2016         5          No          No        NAP
   75      07/26/2006    09/01/2006           NAP        08/01/2016         5          No          No        NAP
   76      07/03/2006    09/01/2006           NAP        08/01/2016         5          No          No        NAP
   77      06/15/2006    08/01/2006           NAP        07/01/2016         5          No          No        NAP
   78      08/01/2006        NAP          10/01/2006     09/01/2016         5          No          No        NAP
   79      08/24/2006    10/01/2006           NAP        09/01/2016         2          No          No        NAP
   80      06/29/2006    08/01/2006           NAP        07/01/2016         5          No          No        NAP
   81      08/04/2006    10/03/2012       10/03/2006     09/03/2016         5          No          No        NAP
   82      07/17/2006        NAP          09/01/2006     08/01/2016         5          No          No        NAP
   83      08/16/2006    10/01/2008       10/01/2006     09/01/2016         5          No          No        NAP
   84      08/14/2006        NAP          10/03/2006     09/03/2016         0         Yes          No        NAP
   85      07/07/2006    09/01/2009       09/01/2006     08/01/2016         5          No      Springing    Hard
   86      06/26/2006    08/01/2009       08/01/2006     07/01/2016         5          No          No        NAP
   87      07/26/2006    09/01/2006           NAP        08/01/2016         5          No          No        NAP
   88      08/30/2006    10/01/2006           NAP        09/01/2016         5          No          No        NAP
   89      08/18/2006    10/01/2011       10/01/2006     09/01/2016         5          No          No        NAP
   90      08/31/2006    10/01/2006           NAP        09/01/2026         0          No          No        NAP
   91      07/24/2006    09/01/2006           NAP        08/01/2016         5          No          No        NAP
   92      03/23/2006    05/01/2006           NAP        04/01/2016         5          No          No        NAP
   93      09/08/2006    11/01/2007       11/01/2006     10/01/2016         0          No          No        NAP
   94      07/26/2006    09/01/2006           NAP        08/01/2016         0          No          No        NAP
   95      08/10/2006    10/01/2009       10/01/2006     09/01/2016         5          No          No        NAP
   96      08/09/2006    10/01/2006           NAP        09/01/2016         5          No          No        NAP
   97      08/08/2006    10/01/2006           NAP        09/01/2021         0          No       In Place    Hard
   98      08/15/2006    10/01/2006           NAP        09/01/2011         5          No          No        NAP
   99      08/07/2006    10/03/2009       10/03/2006     09/03/2016         0          No          No        NAP
   100     08/01/2006    10/01/2006           NAP        09/01/2016         0          No          No        NAP
   101     06/23/2006    08/01/2009       08/01/2006     07/01/2016         5          No          No        NAP
   102     08/30/2006    10/01/2006           NAP        09/01/2016         5          No          No        NAP
   103     07/26/2006    10/01/2009       10/01/2006     09/01/2016         5          No          No        NAP
   104     08/18/2006    10/01/2006           NAP        09/01/2016         0          No          No        NAP
   105     09/15/2006    11/01/2006           NAP        10/01/2016         0          No          No        NAP
   106     08/29/2006    11/01/2009       11/01/2006     10/01/2016         0          No          No        NAP
   107     08/17/2006    10/01/2009       10/01/2006     09/01/2016         0          No          No        NAP
   108     08/17/2006    10/01/2006           NAP        09/01/2016         0         Yes          No        NAP
   109     08/23/2006    10/01/2007       10/01/2006     09/01/2016         0          No          No        NAP
   110     09/07/2006    11/01/2006           NAP        10/01/2016         5          No          No        NAP
   111     07/07/2006    09/01/2006           NAP        08/01/2016         5          No          No        NAP
   112     07/10/2006    09/01/2006           NAP        08/01/2016         5          No       In Place    Hard
   113     06/22/2006    08/01/2011       08/01/2006     07/01/2016         5          No      Springing    Hard
   114     08/02/2006    10/01/2006           NAP        09/01/2016         5          No          No        NAP
   115     07/10/2006    09/01/2006           NAP        08/01/2011         5         Yes      Springing    Hard
   116     08/15/2006    10/01/2006           NAP        09/01/2016         5          No          No        NAP
   117     07/31/2006    09/01/2006           NAP        08/01/2016         5          No          No        NAP
   118     07/13/2006    09/01/2009       09/01/2006     08/01/2016         5         Yes      Springing    Hard
   119     07/13/2006    09/01/2006           NAP        08/01/2016         5         Yes      Springing    Hard
   120     07/14/2006    09/01/2006           NAP        08/01/2016         5          No          No        NAP
   121     07/13/2006        NAP          09/01/2006     08/01/2016         5          No          No        NAP
   122     05/30/2006    07/01/2006           NAP        06/01/2016         5          No          No        NAP
   123     09/01/2006    11/01/2006           NAP        10/01/2016         5          No          No        NAP
   124     09/07/2006    11/01/2006           NAP        10/01/2016         0          No          No        NAP
   125     08/10/2006    10/01/2009       10/01/2006     09/01/2016         5          No          No        NAP
   126     06/19/2006    08/01/2006           NAP        07/01/2016         5          No          No        NAP
   127     08/07/2006    10/01/2006           NAP        09/01/2021         5          No          No        NAP
   128     06/16/2006    08/01/2006           NAP        07/01/2016         5          No          No        NAP
   129     07/18/2006    09/01/2008       09/01/2006     08/01/2016         5          No          No        NAP
   130     06/15/2006    08/01/2007       08/01/2006     07/01/2011         5          No          No        NAP
   131     08/25/2006    10/01/2006           NAP        09/01/2016         5          No          No        NAP
   132     07/20/2006    09/01/2006           NAP        08/01/2016         5          No          No        NAP
   133     07/14/2006    09/01/2008       09/01/2006     08/01/2016         5          No          No        NAP
   134     07/24/2006    09/01/2011       09/01/2006     08/01/2016         5          No          No        NAP
   135     08/15/2006    10/01/2006           NAP        09/01/2016         5          No          No        NAP
   136     07/18/2006    09/01/2006           NAP        08/01/2016         0          No          No        NAP
   137     06/21/2006    08/01/2006           NAP        07/01/2016         5          No          No        NAP
   138     08/16/2006    10/01/2006           NAP        09/01/2026         0          No          No        NAP
   139     07/06/2006    09/01/2006           NAP        08/01/2016         5          No          No        NAP
   140     08/15/2006    10/01/2006           NAP        09/01/2016         5          No          No        NAP
   141     05/26/2006    07/01/2006           NAP        06/01/2016         5          No          No        NAP
   142     08/07/2006    10/01/2008       10/01/2006     09/01/2016         5          No          No        NAP
   143     08/15/2006    10/03/2006           NAP        09/03/2016         0          No          No        NAP
   144     06/01/2006    08/01/2006           NAP        07/01/2016         5          No          No        NAP
   145     07/21/2006    09/01/2006           NAP        08/01/2026         0          No          No        NAP
   146     06/30/2006    08/01/2006           NAP        07/01/2021         5          No          No        NAP
   147     08/24/2006    10/01/2006           NAP        09/01/2016         5          No          No        NAP
   148     08/31/2006    10/01/2009       10/01/2006     09/01/2016         5          No          No        NAP
   149     06/28/2006    08/01/2006           NAP        07/01/2016         5          No      Springing    Hard
   150     08/24/2006    10/01/2006           NAP        09/01/2016         5          No          No        NAP
   151     08/10/2006    10/01/2009       10/01/2006     09/01/2016         5          No          No        NAP
   152     08/10/2006    10/01/2009       10/01/2006     09/01/2016         5          No          No        NAP
   153     09/01/2006    11/01/2006           NAP        10/01/2016         0          No          No        NAP
   154     08/02/2006    10/01/2006           NAP        09/01/2016         5          No      Springing    Hard
   155     09/08/2006    11/01/2006           NAP        10/01/2016         5          No          No        NAP
   156     08/24/2006    10/01/2006           NAP        09/01/2016         5          No          No        NAP
   157     08/24/2006    10/01/2006           NAP        09/01/2016         5          No          No        NAP
   158     07/01/2006    09/01/2006           NAP        08/01/2016         5          No          No        NAP


MORTGAGE   ORIGINAL TERM   REMAINING TERM      ORIGINAL       REMAINING    MORTGAGE        MONTHLY        MONTHLY      THIRD MOST
LOAN NO.     TO MATURITY     TO MATURITY    AMORT. TERM(8)   AMORT. TERM     RATE     PAYMENT (P&I)   PAYMENT (IO)     RECENT NOI
--------   -------------   --------------   --------------   -----------   --------   -------------   ------------   ------------

    1           120              118              IO             IO         6.131%             NAP       $966,353     $16,415,597
    2            60              59               IO             IO         5.860%             NAP       $755,052     $13,267,369
    3           120              119              IO             IO         5.851%             NAP       $335,214             NAP
    4           138              135             360             360        6.142%        $395,651       $337,299      $6,451,480
    5           120              119             360             360        6.280%        $341,262       $293,158      $6,917,415
    6           120              120              IO             IO         5.940%             NAP       $220,825      $3,393,906
    7           120              120             360             360        5.990%        $248,547       $210,031      $4,241,581
    8           120              120             360             360        5.800%        $234,701       $196,019      $3,779,290
    9            84              83               IO             IO         5.275%             NAP       $148,733             NAP
   10           120              119              IO             IO         5.891%             NAP       $119,456             NAP
   11           120              119             360             360        5.960%        $143,276       $120,856             NAP
   12            84              82               IO             IO         5.225%             NAP        $98,186             NAP
   13            60              60               IO             IO         5.910%             NAP       $112,352      $1,957,719
   14           120              120             360             360        5.990%        $131,161       $110,836             NAP
   15           120              120             360             360        6.200%        $125,029       $106,937             NAP
   16           120              104             360             344        5.200%        $109,822            NAP      $1,044,557
   17           120              118              IO             IO         5.930%             NAP        $85,175             NAP
   18            84              81               IO             IO         5.326%             NAP        $71,013             NAP
   19           120              116             300             296        6.372%        $106,752            NAP             NAP
   20           120              120              IO             IO         6.100%             NAP        $77,309      $1,161,770
   21           180              177              IO             IO         5.530%             NAP        $70,085             NAP
   22           120              116             300             296        6.372%        $100,080            NAP             NAP
   23            84              82              300             298        6.150%         $88,223            NAP      $2,627,554
   24           120              119             360             360        6.240%         $76,883        $65,903      $1,236,975
   25           120              117             360             360        6.275%         $75,316        $64,682             NAP
   26           120              119              IO             IO         6.200%             NAP        $61,290      $1,131,623
   27           120              120             420             420        6.170%         $65,145            NAP             NAP
   28           120              120             360             360        5.870%         $65,034            NAP      $1,727,365
   29           120              119             240             239        5.990%         $78,744            NAP      $1,549,889
   30           120              120             360             360        6.220%         $65,673        $56,232             NAP
   31           120              119             360             359        6.200%         $65,534            NAP        $898,085
   32           120              119              IO             IO         5.843%             NAP        $49,368        $903,650
   33           120              118              IO             IO         6.250%             NAP        $52,807             NAP
   34           120              120             300             300        6.270%         $66,091            NAP      $1,247,800
   35           120              117             360             357        6.059%         $60,335            NAP        $993,837
   36           180              179             180             179        6.500%         $78,400            NAP      $1,053,944
   37           120              118              IO             IO         5.870%             NAP        $40,917        $510,130
   38           120              118             360             358        6.210%         $50,644            NAP             NAP
   39           120              120             360             360        6.200%         $49,610        $42,431             NAP
   40           120              120              IO             IO         6.280%             NAP        $40,326             NAP
   41           120              117             360             360        6.450%         $47,788        $41,417        $619,959
   42           120              117             360             360        6.100%         $45,934        $39,067             NAP
   43            84              83               IO             IO         5.225%             NAP        $32,983             NAP
   44           120              120             360             360        5.540%         $42,773            NAP        $480,034
   45           120              119             360             359        6.430%         $43,923            NAP             NAP
   46           120              117             360             357        6.110%         $42,344            NAP             NAP
   47           120              119             360             360        6.340%         $43,014        $37,068             NAP
   48           120              119             360             360        6.325%         $14,392        $12,393             NAP
   49           120              119             360             360        6.325%         $10,724         $9,235             NAP
   50           120              119             360             360        6.325%         $10,302         $8,871             NAP
   51           120              119             360             360        6.325%          $7,249         $6,242             NAP
   52            60              58              360             358        6.150%         $41,428            NAP             NAP
   53           120              117              IO             IO         5.910%             NAP        $33,456        $705,811
   54           120              118             360             360        6.300%         $40,233        $34,599             NAP
   55           120              119             360             359        6.090%         $39,348            NAP        $535,859
   56           120              117             360             360        6.160%         $39,185        $33,440             NAP
   57           120              118             360             358        6.130%         $38,908            NAP        $977,469
   58           120              117             360             360        6.050%         $37,974        $32,204             NAP
   59           120              119             360             359        6.240%         $38,749            NAP        $839,306
   60           120              119             360             359        6.040%         $37,332            NAP             NAP
   61           120              120             360             360        6.240%         $37,519            NAP        $443,097
   62           120              118             360             358        6.540%         $23,405            NAP             NAP
   63           120              118             360             358        6.540%         $14,677            NAP             NAP
   64           120              119             204             203        6.212%         $47,695            NAP             NAP
   65           120              117             300             297        6.300%         $38,440            NAP        $838,993
   66           120              119             360             360        6.150%         $35,031        $29,878             NAP
   67           120              120             360             360        6.520%         $35,786            NAP        $279,430
   68           120              118             360             358        5.990%         $33,539            NAP             NAP
   69           120              118             360             358        6.170%         $32,358            NAP        $519,799
   70           120              118             360             360        6.035%         $30,391        $25,750        $210,182
   71           120              119             360             359        6.370%         $31,177            NAP             NAP
   72           120              119             360             359        6.200%         $30,623            NAP             NAP
   73           120              119             300             299        6.230%         $32,922            NAP        $131,058
   74           120              118             360             358        6.230%         $22,733            NAP        $247,001
   75           120              118             360             358        6.230%          $7,987            NAP         $85,030
   76           120              118             300             298        6.340%         $33,262            NAP             NAP
   77           120              117             360             357        6.460%         $31,409            NAP        $692,330
   78           120              119              IO             IO         6.220%             NAP        $25,226        $625,501
   79           120              119             360             359        6.090%         $29,057            NAP        $435,607
   80           120              117             360             357        6.430%         $30,119            NAP        $539,296
   81           120              119             360             360        6.290%         $29,061        $24,978             NAP
   82           120              118              IO             IO         6.080%             NAP        $23,117        $106,621
   83           120              119             336             336        6.460%         $28,613        $24,234             NAP
   84           120              119              IO             IO         6.370%             NAP        $23,681        $346,173
   85           120              118             360             360        6.080%         $26,607        $22,603        $268,596
   86           120              117             360             360        5.870%         $26,014        $21,822        $463,681
   87           120              118             360             358        6.090%         $26,635            NAP             NAP
   88           120              119             360             359        6.050%         $26,281            NAP      $1,047,813
   89           120              119             360             360        6.340%         $26,759        $23,061             NAP
   90           240              239             240             239        6.550%         $32,186            NAP             NAP
   91           120              118             300             298        6.510%         $28,723            NAP        $696,282
   92           120              114             360             354        5.830%         $24,724            NAP             NAP
   93           120              120             360             360        6.260%         $25,271        $21,685        $391,524
   94           120              118             300             298        6.390%         $27,402            NAP             NAP
   95           120              119             360             360        6.300%         $24,759        $21,292        $359,746
   96           120              119             300             299        6.330%         $26,585            NAP             NAP
   97           180              179             180             179        6.290%         $34,384            NAP        $550,098
   98            60              59              360             359        6.625%         $24,332            NAP             NAP
   99           120              119             360             360        6.430%         $21,334        $18,471        $435,990
   100          120              119             360             359        6.370%         $21,200            NAP             NAP
   101          120              117             360             360        6.070%         $19,934        $16,924             NAP
   102          120              119             360             359        6.150%         $20,105            NAP        $368,493
   103          120              119             360             360        6.120%         $19,737        $16,805        $275,185
   104          120              119             360             359        6.550%         $20,014            NAP        $288,641
   105          120              120             360             360        6.270%         $19,128            NAP        $290,317
   106          120              120             360             360        6.420%         $18,804        $16,273             NAP
   107          120              119             360             360        6.390%         $18,746        $16,197             NAP
   108          120              119             360             359        6.200%         $18,374            NAP             NAP
   109          120              119             336             336        6.480%         $18,726        $15,878             NAP
   110          120              120             360             360        6.500%         $18,014            NAP         $88,665
   111          120              118             360             358        6.300%         $17,331            NAP        $241,966
   112          120              118             360             358        6.060%         $16,896            NAP             NAP
   113          120              117             360             360        6.490%         $17,351        $15,069             NAP
   114          120              119             360             359        6.340%         $17,094            NAP             NAP
   115           60              58              360             358        6.545%         $17,336            NAP             NAP
   116          120              119             360             359        6.300%         $16,712            NAP        $238,347
   117          120              118             360             358        6.270%         $16,660            NAP        $477,878
   118          120              118             360             360        6.041%          $9,033         $7,656             NAP
   119          120              118             240             238        6.041%          $8,626            NAP        $178,908
   120          120              118             300             298        6.340%         $17,962            NAP             NAP
   121          120              118              IO             IO         6.353%             NAP        $13,956             NAP
   122          120              116             360             356        6.310%         $16,110            NAP             NAP
   123          120              120             360             360        6.420%         $15,670            NAP             NAP
   124          120              120             360             360        6.500%         $14,538            NAP             NAP
   125          120              119             360             360        6.300%         $14,236        $12,243        $230,979
   126          120              117             360             357        6.360%         $14,326            NAP             NAP
   127          180              179             180             179        6.150%         $19,170            NAP        $297,723
   128          120              117             360             357        6.360%         $13,953            NAP        $242,567
   129          120              118             360             360        6.120%         $13,512        $11,505             NAP
   130           60              57              360             360        6.290%         $13,603        $11,692        $185,050
   131          120              119             360             359        6.205%         $13,481            NAP        $244,796
   132          120              118             360             358        6.130%         $13,344            NAP             NAP
   133          120              118             360             360        6.350%         $12,134        $10,462             NAP
   134          120              118             360             360        6.410%         $11,897        $10,290             NAP
   135          120              119             360             359        6.060%         $11,465            NAP             NAP
   136          120              118             360             358        6.620%         $11,968            NAP             NAP
   137          120              117             360             357        6.300%         $10,399            NAP        $204,923
   138          240              239             240             239        6.500%         $12,302            NAP             NAP
   139          120              118             360             358        6.210%          $9,810            NAP             NAP
   140          120              119             360             359        6.780%          $9,759            NAP             NAP
   141          120              116             360             356        6.400%          $9,383            NAP             NAP
   142          120              119             360             360        6.390%          $9,060         $7,828        $225,331
   143          120              119             300             299        6.430%          $9,660            NAP             NAP
   144          120              117             360             357        6.120%          $8,502            NAP        $140,341
   145          240              238             240             238        6.560%         $10,488            NAP             NAP
   146          180              177             180             177        6.610%         $12,280            NAP        $193,830
   147          120              119             360             359        6.378%          $8,462            NAP             NAP
   148          120              119             360             360        6.170%          $7,326         $6,256        $118,295
   149          120              117             360             357        6.670%          $7,398            NAP             NAP
   150          120              119             360             359        6.378%          $6,384            NAP             NAP
   151          120              119             360             360        6.410%          $6,262         $5,416         $93,052
   152          120              119             360             360        6.400%          $6,255         $5,407        $105,507
   153          120              120             360             360        6.690%          $6,446            NAP             NAP
   154          120              119             360             359        6.455%          $6,291            NAP        $123,521
   155          120              120             360             360        6.765%          $5,924            NAP             NAP
   156          120              119             360             359        6.378%          $5,604            NAP             NAP
   157          120              119             360             359        6.378%          $4,892            NAP             NAP
   158          120              118             360             358        7.040%          $5,009            NAP         $92,216

                113              111             347             346       6.0440%


MORTGAGE   THIRD MOST RECENT   SECOND MOST RECENT   SECOND MOST RECENT   MOST RECENT       MOST RECENT NOI             UNDERWRITABLE
LOAN NO.       NOI DATE                       NOI        NOI DATE                NOI             DATE                            EGI
--------   -----------------   ------------------   ------------------   -----------   -----------------------------   -------------

    1         12/31/2003              $15,987,102       12/31/2004       $17,698,017                12/31/2005           $28,617,454
    2         12/31/2004              $13,506,490       12/31/2005       $13,216,613           T-12 (5/31/2006)          $28,130,638
    3             NAP                  $5,410,339       12/31/2004        $5,252,831                12/31/2005           $10,628,709
    4         12/31/2004               $7,132,095       12/31/2005        $6,757,303             T-12 (6/30/06)          $28,354,162
    5         12/31/2004               $6,979,750       12/31/2005        $8,246,791            T-12 6/30/2006           $48,898,069
    6         12/31/2004               $3,750,390       12/31/2005        $4,180,352   Annualized T-7 (7/31/06)           $4,779,264
    7         12/31/2004               $3,241,932       12/31/2005        $3,522,832           T-12 07/31/2006            $5,853,986
    8         12/31/2004               $4,835,221       12/31/2005        $5,073,326            T-12 (07/31/06)          $16,847,026
    9             NAP                  $1,700,695       12/31/2004        $2,263,678                12/31/2005            $7,742,882
   10             NAP                         NAP           NAP           $1,594,416                12/31/2005            $4,348,979
   11             NAP                         NAP           NAP                  NAP                       NAP            $5,033,074
   12             NAP                         NAP           NAP                  NAP                       NAP            $3,553,542
   13         12/31/2004               $2,371,193       12/31/2005        $2,607,298            T-12 6/30/2006            $9,199,529
   14             NAP                  $1,671,250       12/31/2005        $2,270,520     Ann. 4 Mos. 4/30/2006            $2,811,840
   15             NAP                         NAP           NAP                  NAP                       NAP            $3,065,734
   16         12/31/2004               $2,019,933       12/31/2005        $2,085,389           T-12 07/31/2006            $3,047,279
   17             NAP                         NAP           NAP                  NAP                       NAP            $2,098,955
   18             NAP                         NAP           NAP                  NAP                       NAP            $2,192,216
   19             NAP                  $1,496,250       12/31/2004        $1,995,000                12/31/2005            $1,895,250
   20         12/31/2003               $2,221,292       12/31/2004        $2,220,029                12/31/2005            $2,729,981
   21             NAP                  $2,100,000       12/31/2005        $2,100,000                 10/1/2006            $2,100,000
   22             NAP                    $247,832       12/31/2004        $1,909,291                12/31/2005            $1,888,899
   23         12/31/2003               $2,654,664       12/31/2004        $2,588,304                12/31/2005            $2,296,615
   24         12/31/2003               $1,243,717       12/31/2004        $1,335,437                12/31/2005            $1,474,178
   25             NAP                    $831,687       12/31/2004        $1,125,531                12/31/2005            $1,811,085
   26         12/31/2003               $1,196,251       12/31/2004        $1,192,647                12/31/2005            $2,383,170
   27             NAP                         NAP           NAP                  NAP                       NAP            $1,354,300
   28         12/31/2004               $1,658,622       12/31/2005        $1,723,259            T-12 7/31/2006            $2,734,328
   29         12/31/2003               $1,887,739       12/31/2004        $1,923,404                12/31/2005            $2,634,121
   30             NAP                         NAP           NAP                  NAP                       NAP            $1,459,097
   31         12/31/2003                 $917,944       12/31/2004          $879,086                12/31/2005            $1,271,728
   32         12/31/2003                 $927,895       12/31/2004          $963,692                12/31/2005            $1,387,637
   33             NAP                         NAP           NAP             $510,291                12/31/2005            $1,696,574
   34         12/31/2003               $1,287,996       12/31/2004        $1,248,985                12/31/2005            $1,792,831
   35         12/31/2004               $1,082,432       12/31/2005        $1,554,481       T-3 (03/31/06) Ann.            $1,845,816
   36         12/31/2003               $1,012,387       12/31/2004        $1,135,529                12/31/2005            $4,747,026
   37         12/31/2003                 $382,442       12/31/2004          $407,558                12/31/2005            $4,625,645
   38             NAP                         NAP           NAP                  NAP                       NAP              $903,194
   39             NAP                         NAP           NAP                  NAP                       NAP            $1,131,758
   40             NAP                  $2,286,558       12/31/2004        $1,141,483                12/31/2005            $1,085,573
   41         12/31/2003                 $748,733       12/31/2004          $649,570                12/31/2005            $1,100,281
   42             NAP                         NAP           NAP                  NAP                       NAP            $1,132,415
   43             NAP                    $889,088       12/31/2004          $843,062                12/31/2005            $1,202,561
   44         12/31/2003                 $411,884       12/31/2004          $289,998                12/31/2005            $2,601,157
   45             NAP                         NAP           NAP             $821,911                12/31/2005            $1,027,698
   46             NAP                         NAP           NAP                  NAP                       NAP              $937,891
   47             NAP                    $548,380       12/31/2004          $718,699                12/31/2005            $1,413,215
   48             NAP                         NAP           NAP              $47,916             T-12 5/1/2006              $271,656
   49             NAP                    $175,419       12/31/2005          $177,937             T-12 5/1/2006              $270,119
   50             NAP                    $110,907       12/31/2005          $130,206             T-12 5/1/2006              $242,907
   51             NAP                     $25,493       12/31/2005          $120,756             T-12 5/1/2006              $187,055
   52             NAP                         NAP           NAP             $633,368      6/30/06 (6 mos. Ann.)             $739,008
   53         12/31/2004                 $918,015       12/31/2005          $953,145             T-12 (6/30/06)           $1,128,767
   54             NAP                         NAP           NAP                  NAP                       NAP              $758,606
   55         12/31/2003                 $748,848       12/31/2004          $759,855                12/31/2005              $910,683
   56             NAP                    $951,778       12/31/2004          $942,627                12/31/2005              $854,874
   57         12/31/2004                 $909,779       12/31/2005          $984,835           T-12 (5/31/2006)           $1,526,490
   58             NAP                         NAP           NAP                  NAP                       NAP              $740,411
   59         12/31/2004                 $811,268       12/31/2005          $781,410           T-12 (5/31/2006)           $1,215,221
   60             NAP                    $585,282       12/31/2004          $604,268                12/31/2005              $814,751
   61         12/31/2003                 $528,256       12/31/2004          $616,753                12/31/2005              $743,843
   62             NAP                         NAP           NAP                  NAP                       NAP              $518,279
   63             NAP                         NAP           NAP                  NAP                       NAP              $328,098
   64             NAP                         NAP           NAP                  NAP                       NAP              $915,798
   65         12/31/2004                 $829,104       12/31/2005          $828,186             T-12 (3/31/06)           $3,588,490
   66             NAP                         NAP           NAP                  NAP                       NAP              $690,463
   67         12/31/2003                 $582,934       12/31/2004          $547,762                12/31/2005              $683,489
   68             NAP                    $121,242       12/31/2005          $543,249     Ann. 4 Mos. 4/30/2006              $809,221
   69         12/31/2004                 $533,786       12/31/2005          $535,499           T-12 (5/31/2006)           $1,373,149
   70         12/31/2003                 $243,113       12/31/2004          $250,081                12/31/2005              $631,248
   71             NAP                         NAP           NAP                  NAP                       NAP              $736,939
   72             NAP                         NAP           NAP                  NAP                       NAP              $507,128
   73         12/31/2004                 $535,577       12/31/2005          $560,169            T-10 5/31/2006              $983,013
   74         12/31/2003                 $302,706       12/31/2004          $279,699                12/31/2005              $538,552
   75         12/31/2003                  $94,302       12/31/2004           $98,892                12/31/2005              $187,748
   76             NAP                         NAP           NAP                  NAP                       NAP            $1,609,101
   77         12/31/2003                 $687,215       12/31/2004          $698,141                12/31/2005              $822,936
   78         12/31/2004                 $609,225       12/31/2005          $630,867            T-12 6/30/2006              $834,755
   79         12/31/2004                 $497,194       12/31/2005          $537,528             T-6 3/31/2006              $783,534
   80         12/31/2004                 $560,421       12/31/2005          $539,984             T-12 (3/31/06)             $660,056
   81             NAP                         NAP           NAP                  NAP                       NAP              $768,795
   82         12/31/2004                 $331,308       12/31/2005          $388,757            T-12 5/31/2006              $897,391
   83             NAP                         NAP           NAP             $272,829            T-9 12/31/2005            $1,680,858
   84         12/31/2003                 $327,978       12/31/2004          $275,901                12/31/2005              $889,510
   85         12/31/2004                 $444,987       12/31/2005          $520,693             T-12 (4/30/06)             $613,406
   86         12/31/2004                 $394,981       12/31/2005          $434,178           T-12 (6/30/2006)             $791,661
   87             NAP                    $232,527       12/31/2004          $216,263                12/31/2005            $1,229,532
   88         Actual 2004              $1,028,655       Actual 2005       $1,037,438          T- 12 (5/31/2006)           $1,681,603
   89             NAP                    $149,712       12/31/2004          $206,710                12/31/2005              $685,310
   90             NAP                    $492,870       12/31/2004          $504,667                12/31/2005              $715,834
   91         12/31/2004                 $837,680       12/31/2005          $818,419           T-12 (4/30/2006)           $1,669,341
   92             NAP                    $280,516       12/31/2004          $460,180        T-6 (6/30/06) Ann.              $657,007
   93         12/31/2003                 $433,997       12/31/2004          $417,136                12/31/2005              $528,979
   94             NAP                         NAP           NAP                  NAP                       NAP              $648,894
   95         12/31/2004                 $376,156       12/31/2005          $392,783            T-12 5/30/2006              $619,671
   96             NAP                         NAP           NAP                  NAP                       NAP              $629,639
   97         12/31/2003                 $625,371       12/31/2004          $635,500                12/31/2005            $2,325,871
   98             NAP                    $199,840       12/31/2004          $232,275                12/31/2005              $709,994
   99         12/31/2003                 $439,293       12/31/2004          $461,607                12/31/2005              $525,362
   100            NAP                         NAP           NAP                  NAP                       NAP              $801,518
   101            NAP                    $256,712       12/31/2005          $287,888           T-12 (4/30/2006)             $437,459
   102        Actual 2004                $420,373       Actual 2005         $412,749           T-12 (5/31/2006)             $783,915
   103        12/31/2004                 $313,519       12/31/2005          $313,472            T-12 6/30/2006              $400,151
   104        12/31/2003                 $324,916       12/31/2004          $307,347                12/31/2005              $405,947
   105        12/31/2003                 $324,411       12/31/2004          $263,845                12/31/2005              $405,875
   106            NAP                         NAP           NAP             $315,728                12/31/2005              $414,080
   107            NAP                         NAP           NAP                  NAP                       NAP              $340,691
   108            NAP                         NAP           NAP                  NAP                       NAP              $285,000
   109            NAP                         NAP           NAP                  NAP                       NAP              $371,859
   110        12/31/2004                 $195,519       12/31/2005          $254,707     Ann. 5 Mos. 5/31/2006              $424,485
   111        12/31/2004                 $291,195       12/31/2005          $293,283            T-12 4/30/2006              $537,095
   112            NAP                         NAP           NAP                  NAP                       NAP              $300,000
   113            NAP                         NAP           NAP                  NAP                       NAP              $338,784
   114            NAP                         NAP           NAP                  NAP                       NAP              $379,335
   115            NAP                         NAP           NAP                  NAP                       NAP              $314,601
   116        12/31/2004                 $256,198       12/31/2005          $287,427            T-12 6/30/2006              $445,262
   117        12/31/2004                 $448,813       12/31/2005          $465,487            T-12 4/30/2006              $655,854
   118            NAP                         NAP           NAP                  NAP                       NAP              $139,168
   119        12/31/2003                 $179,531       12/31/2004          $169,283                12/31/2005              $585,392
   120            NAP                         NAP           NAP                  NAP                       NAP              $399,101
   121            NAP                         NAP           NAP                  NAP                       NAP              $424,708
   122            NAP                    $358,984       12/31/2004          $439,229                12/31/2005              $640,638
   123            NAP                         NAP           NAP                  NAP                       NAP              $323,715
   124            NAP                         NAP           NAP                  NAP                       NAP              $367,123
   125        12/31/2004                 $238,862       12/31/2005          $250,282           T-12 07/30/2006              $380,854
   126            NAP                         NAP           NAP                  NAP                       NAP              $311,391
   127        12/31/2004                 $214,589       12/31/2005          $182,164            T-12 6/30/2006              $397,527
   128        12/31/2003                 $190,663       12/31/2004          $219,979                12/31/2005              $374,682
   129            NAP                         NAP           NAP                  NAP                       NAP              $320,396
   130        12/31/2004                 $183,129       12/31/2005          $180,247           T-12 (4/30/2006)             $477,425
   131        12/31/2003                 $246,839       12/31/2004          $246,839                12/31/2005              $243,079
   132            NAP                         NAP           NAP                  NAP                       NAP              $401,960
   133            NAP                         NAP           NAP                  NAP                       NAP              $287,279
   134            NAP                         NAP           NAP                  NAP                       NAP              $295,038
   135            NAP                         NAP           NAP                  NAP                       NAP              $326,700
   136            NAP                         NAP           NAP                  NAP                       NAP              $287,652
   137        12/31/2004                 $142,035       12/31/2005          $191,883           T-12 (4/30/2006)             $506,280
   138            NAP                         NAP           NAP                  NAP                       NAP              $347,130
   139            NAP                     $98,173       12/31/2005          $135,092           T-12 (5/31/2006)             $215,173
   140            NAP                         NAP           NAP                  NAP                       NAP              $155,925
   141            NAP                         NAP           NAP                  NAP                       NAP              $259,477
   142        12/31/2004                 $226,796       12/31/2005          $227,127     Ann. 6 mos. 6/30/2006              $333,578
   143            NAP                         NAP           NAP                  NAP                       NAP              $260,440
   144        12/31/2004                 $138,417       12/31/2005          $154,844             T-12 (3/31/06)             $294,317
   145            NAP                         NAP           NAP                  NAP                       NAP              $158,400
   146        12/31/2004                 $204,819       12/31/2005          $211,844            T-12 5/31/2006              $304,932
   147            NAP                    $159,251       12/31/2005          $159,804     Ann. 6 mos. 6/30/2006              $207,553
   148        12/31/2004                  $95,192       12/31/2005           $89,752            T-12 7/31/2006              $268,732
   149            NAP                         NAP           NAP                  NAP                       NAP              $152,775
   150            NAP                    $118,466       12/31/2005          $123,595     Ann. 6 mos. 6/30/2006              $161,647
   151        12/31/2004                 $108,459       12/31/2005          $115,832            T-12 5/31/2006              $194,094
   152        12/31/2004                 $116,418       12/31/2005          $124,399            T-12 5/30/2006              $153,558
   153            NAP                         NAP           NAP                  NAP                       NAP              $150,839
   154        12/31/2003                  $95,424       12/31/2004           $71,116                12/31/2005              $176,128
   155            NAP                         NAP           NAP                  NAP                       NAP              $137,814
   156            NAP                    $100,132       12/31/2005          $108,281     Ann. 6 mos. 6/30/2006              $144,265
   157            NAP                     $90,331       12/31/2005          $103,557     Ann. 6 mos. 6/30/2006              $129,653
   158        12/31/2003                  $82,572       12/31/2004           $80,800                12/31/2005               $97,219


                                                                                                   NCF POST
MORTGAGE   UNDERWRITABLE   UNDERWRITABLE   UNDERWRITABLE   UNDERWRITABLE   NOI DSCR   NCF DSCR     IO PERIOD    CUT-OFF    BALLOON
LOAN NO.        EXPENSES             NOI   CAPITAL ITEMS       CASH FLOW    (X)(9)     (X)(9)    DSCR (X)(10)   DATE LTV     LTV
--------   -------------   -------------   -------------   -------------   --------   --------   ------------   --------   -------

    1        $10,670,564     $17,946,890      $1,013,280     $16,933,611     1.55        1.46        1.46         64.3%     64.3%
    2        $13,406,956     $14,723,682      $1,861,312     $12,862,370     1.53        1.33        1.33         65.0%     65.0%
    3         $3,133,766      $7,494,943        $373,720      $7,121,223     1.86        1.77        1.77         55.0%     55.0%
    4        $20,568,147      $7,786,014      $1,134,166      $6,651,848     1.92        1.64        1.40         65.0%     60.3%
    5        $40,229,169      $8,668,899      $1,955,923      $6,712,977     2.46        1.91        1.64         65.0%     58.0%
    6           $835,051      $3,944,214        $113,108      $3,831,105     1.49        1.45        1.45         68.9%     68.9%
    7         $1,584,257      $4,269,728        $239,745      $4,029,983     1.69        1.60        1.35         64.8%     58.7%
    8        $11,654,202      $5,192,824        $673,881      $4,518,943     2.21        1.92        1.60         64.5%     57.0%
    9         $3,377,655      $4,365,227        $306,779      $4,058,447     2.45        2.27        2.27         51.1%     51.1%
   10         $1,946,784      $2,402,195        $243,416      $2,158,779     1.68        1.51        1.51         68.6%     68.6%
   11         $1,665,066      $3,368,008        $276,031      $3,091,978     2.32        2.13        1.80         47.1%     44.1%
   12           $940,588      $2,612,954        $142,718      $2,470,236     2.22        2.10        2.10         58.6%     58.6%
   13         $6,229,023      $2,970,507        $367,981      $2,602,525     2.20        1.93        1.93         72.6%     72.6%
   14           $556,038      $2,255,803        $202,617      $2,053,185     1.70        1.54        1.30         58.9%     53.3%
   15         $1,237,207      $1,828,527              $0      $1,828,527     1.42        1.42        1.22         72.9%     65.0%
   16           $823,083      $2,224,195         $98,241      $2,125,954     1.69        1.61        1.61         54.4%     45.9%
   17           $467,173      $1,631,782         $77,021      $1,554,761     1.60        1.52        1.52         62.4%     62.4%
   18           $490,799      $1,701,418         $49,114      $1,652,304     2.00        1.94        1.94         58.8%     58.8%
   19            $56,858      $1,838,393              $0      $1,838,393     1.44        1.44        1.44         66.9%     52.9%
   20           $664,735      $2,065,246        $114,160      $1,951,086     2.23        2.10        2.10         34.1%     34.1%
   21                 $0      $2,100,000              $0      $2,100,000     2.50        2.50        2.50         44.1%     44.1%
   22            $56,667      $1,832,232              $0      $1,832,232     1.53        1.53        1.53         65.2%     51.5%
   23           $753,018      $1,543,597        $183,330      $1,360,267     1.46        1.28        1.28         51.8%     44.7%
   24           $256,398      $1,217,780         $60,662      $1,157,118     1.54        1.46        1.25         71.4%     64.9%
   25           $604,999      $1,206,086        $104,074      $1,102,013     1.55        1.42        1.22         68.9%     61.6%
   26         $1,061,495      $1,321,675         $66,744      $1,254,931     1.80        1.71        1.71         58.5%     58.5%
   27           $344,672      $1,009,628         $30,250        $979,378     1.29        1.25        1.25         77.2%     69.6%
   28         $1,000,327      $1,734,001        $148,025      $1,585,975     2.22        2.03        2.03         44.9%     37.5%
   29         $1,180,449      $1,453,672        $123,965      $1,329,707     1.54        1.41        1.41         49.7%     32.8%
   30           $297,264      $1,161,833         $24,600      $1,137,233     1.72        1.69        1.44         69.1%     61.7%
   31           $267,126      $1,004,602         $35,523        $969,079     1.28        1.23        1.23         66.8%     57.2%
   32           $353,379      $1,034,258         $35,098        $999,160     1.75        1.69        1.69         59.9%     59.9%
   33           $719,591        $976,983         $80,955        $896,028     1.54        1.41        1.41         69.9%     69.9%
   34           $640,974      $1,151,857         $97,427      $1,054,430     1.45        1.33        1.33         51.3%     40.2%
   35           $644,283      $1,201,533        $102,150      $1,099,383     1.66        1.52        1.52         58.3%     49.8%
   36         $3,461,155      $1,285,871        $189,881      $1,095,990     1.37        1.16        1.16         51.9%      1.3%
   37         $2,063,935      $2,561,710         $35,000      $2,526,710     5.22        5.15        5.15         17.8%     17.8%
   38            $89,781        $813,413         $72,120        $741,293     1.34        1.22        1.22         69.3%     59.3%
   39           $285,974        $845,784         $89,009        $756,775     1.66        1.49        1.27         59.1%     53.7%
   40           $291,796        $793,777         $92,824        $700,953     1.64        1.45        1.45         60.8%     60.8%
   41           $242,441        $857,841         $45,167        $812,674     1.73        1.64        1.42         60.3%     56.8%
   42           $326,322        $806,093         $42,683        $763,410     1.72        1.63        1.38         55.3%     51.9%
   43           $311,613        $890,947         $69,834        $821,113     2.25        2.07        2.07         55.0%     55.0%
   44         $1,285,639      $1,315,518         $40,000      $1,275,518     2.56        2.49        2.49         35.2%     29.5%
   45           $228,330        $799,368         $16,873        $782,495     1.52        1.48        1.48         67.9%     58.5%
   46           $206,016        $731,876         $22,243        $709,633     1.44        1.40        1.40         63.9%     54.6%
   47           $679,634        $733,580        $112,711        $620,869     1.65        1.40        1.20         67.3%     63.4%
   48            $89,601        $182,055         $11,261        $170,794     1.45        1.33        1.14         78.5%     71.5%
   49            $96,782        $173,338         $18,065        $155,272     1.45        1.33        1.14         78.5%     71.5%
   50            $75,679        $167,227         $15,644        $151,583     1.45        1.33        1.14         78.5%     71.5%
   51            $68,855        $118,200          $9,700        $108,500     1.45        1.33        1.14         78.5%     71.5%
   52           $132,429        $606,579          $5,000        $601,579     1.22        1.21        1.21         64.6%     60.8%
   53           $237,129        $891,638         $34,907        $856,731     2.22        2.13        2.13         49.7%     49.7%
   54           $180,752        $577,854         $23,088        $554,766     1.39        1.34        1.15         73.9%     66.0%
   55           $209,660        $701,023         $42,068        $658,955     1.48        1.40        1.40         54.8%     46.7%
   56           $163,583        $691,291         $71,324        $619,966     1.72        1.54        1.32         62.7%     55.9%
   57           $605,361        $921,129         $81,002        $840,127     1.97        1.80        1.80         51.1%     43.7%
   58           $174,020        $566,391          $3,006        $563,385     1.47        1.46        1.24         63.3%     58.9%
   59           $540,332        $674,889         $31,768        $643,121     1.45        1.38        1.38         61.1%     52.3%
   60           $209,918        $604,833         $44,176        $560,657     1.35        1.25        1.25         72.9%     62.1%
   61           $149,366        $594,477         $28,003        $566,474     1.32        1.26        1.26         74.2%     63.5%
   62            $15,548        $502,731         $39,995        $462,735     1.80        1.67        1.67         62.4%     53.9%
   63             $9,843        $318,255         $18,014        $300,241     1.80        1.67        1.67         62.4%     53.9%
   64           $236,549        $679,249         $26,750        $652,498     1.19        1.14        1.14         64.8%     36.1%
   65         $2,792,209        $796,281        $143,543        $652,738     1.73        1.42        1.42         50.7%     39.9%
   66           $129,684        $560,779         $10,450        $550,329     1.56        1.53        1.31         77.7%     70.5%
   67           $114,250        $569,239         $40,712        $528,527     1.33        1.23        1.23         68.9%     59.4%
   68           $216,159        $593,062         $45,039        $548,023     1.47        1.36        1.36         66.9%     56.9%
   69           $848,062        $525,087         $54,250        $470,837     1.35        1.21        1.21         70.1%     59.9%
   70           $154,817        $476,432         $21,292        $455,139     1.54        1.47        1.25         77.7%     69.0%
   71           $261,325        $475,614         $28,500        $447,114     1.27        1.20        1.20         73.5%     62.3%
   72            $99,963        $407,165          $2,211        $404,954     1.11        1.10        1.10         70.4%     60.2%
   73           $413,583        $569,430         $56,629        $512,802     1.44        1.30        1.30         58.4%     45.8%
   74           $148,599        $389,953         $21,660        $368,293     1.44        1.36        1.36         58.7%     50.3%
   75            $46,463        $141,286          $8,511        $132,775     1.44        1.36        1.36         58.7%     50.3%
   76           $737,021        $872,080         $55,520        $816,560     2.18        2.05        2.05         48.9%     38.5%
   77           $212,796        $610,139         $70,754        $539,385     1.62        1.43        1.43         57.9%     50.0%
   78           $182,183        $652,572         $36,725        $615,847     2.16        2.03        2.03         55.2%     55.2%
   79           $258,262        $525,272         $15,286        $509,986     1.51        1.46        1.46         69.5%     59.3%
   80           $134,113        $525,943         $45,069        $480,874     1.46        1.33        1.33         58.4%     50.4%
   81           $150,656        $618,139         $28,419        $589,720     2.06        1.97        1.69         50.5%     48.2%
   82           $265,565        $631,827         $58,201        $573,626     2.28        2.07        2.07         50.0%     50.0%
   83         $1,187,941        $492,917         $25,200        $467,717     1.69        1.61        1.36         75.0%     65.8%
   84           $463,341        $426,168         $40,493        $385,675     1.50        1.36        1.36         67.8%     67.8%
   85           $174,648        $438,758         $27,655        $411,102     1.62        1.52        1.29         65.4%     59.3%
   86           $283,529        $508,132         $58,794        $449,337     1.94        1.72        1.44         47.3%     42.7%
   87           $517,129        $712,402         $18,000        $694,402     2.23        2.17        2.17         37.2%     31.8%
   88           $664,033      $1,017,570         $15,250      $1,002,320     3.23        3.18        3.18         28.1%     23.9%
   89           $206,851        $478,460         $48,978        $429,481     1.73        1.55        1.34         70.6%     66.4%
   90           $163,369        $552,465         $50,266        $502,199     1.43        1.30        1.30         60.4%      2.1%
   91         $1,068,697        $600,644         $66,773        $533,871     1.74        1.55        1.55         61.4%     48.7%
   92           $214,875        $442,131         $40,726        $401,406     1.49        1.35        1.35         60.8%     51.7%
   93           $118,008        $410,971         $20,768        $390,203     1.58        1.50        1.29         78.8%     69.0%
   94           $126,992        $521,902         $91,414        $430,488     1.59        1.31        1.31         66.5%     52.5%
   95           $255,986        $363,686          $4,550        $359,136     1.42        1.41        1.21         64.4%     58.6%
   96           $201,667        $427,972         $24,059        $403,913     1.34        1.27        1.27         62.4%     49.1%
   97         $1,565,869        $760,002         $93,035        $666,967     1.84        1.62        1.62         46.9%      1.1%
   98           $244,445        $465,549         $42,459        $423,090     1.59        1.45        1.45         57.5%     54.3%
   99           $121,164        $404,198         $40,281        $363,917     1.82        1.64        1.42         57.6%     52.6%
   100          $360,248        $441,270         $85,113        $356,157     1.73        1.40        1.40         67.9%     58.4%
   101          $105,273        $332,186         $31,939        $300,248     1.64        1.48        1.26         63.5%     57.5%
   102          $391,674        $392,242          $9,800        $382,442     1.63        1.59        1.59         51.2%     43.7%
   103           $79,473        $320,679         $25,035        $295,644     1.59        1.47        1.25         65.0%     59.0%
   104           $78,506        $327,441         $21,482        $305,959     1.36        1.27        1.27         56.6%     48.9%
   105          $116,385        $289,490         $12,680        $276,810     1.26        1.21        1.21         73.8%     63.2%
   106           $86,437        $327,643         $20,936        $306,707     1.68        1.57        1.36         67.4%     61.5%
   107           $34,791        $305,900         $10,922        $294,978     1.57        1.52        1.31         79.6%     72.5%
   108            $8,549        $276,451          $3,532        $272,919     1.25        1.24        1.24         70.4%     60.2%
   109           $59,397        $312,462         $18,381        $294,081     1.64        1.54        1.31         67.4%     57.9%
   110          $127,367        $297,118         $17,145        $279,973     1.37        1.30        1.30         71.3%     61.4%
   111          $239,227        $297,868         $10,290        $287,578     1.43        1.38        1.38         75.1%     64.5%
   112            $9,000        $291,000              $0        $291,000     1.44        1.44        1.44         55.9%     47.7%
   113           $62,794        $275,990         $10,424        $265,567     1.53        1.47        1.28         63.5%     59.9%
   114           $90,347        $288,987         $12,397        $276,590     1.41        1.35        1.35         55.6%     47.8%
   115           $52,874        $261,727         $11,441        $250,286     1.26        1.20        1.20         65.7%     62.0%
   116          $173,530        $271,732          $7,643        $264,089     1.35        1.32        1.32         72.9%     62.5%
   117          $259,997        $395,858         $50,491        $345,367     1.98        1.73        1.73         60.6%     52.0%
   118            $4,175        $134,993            $886        $134,107     1.47        1.34        1.23         71.3%     56.9%
   119          $433,082        $152,310         $24,756        $127,554     1.47        1.34        1.23         71.3%     56.9%
   120          $108,415        $290,686         $19,714        $270,971     1.35        1.26        1.26         67.8%     53.4%
   121           $80,061        $344,647          $3,544        $341,103     2.06        2.04        2.04         42.5%     42.5%
   122          $341,981        $298,657         $28,470        $270,187     1.54        1.40        1.40         61.7%     53.1%
   123           $78,578        $245,137         $10,766        $234,371     1.30        1.25        1.25         69.4%     59.7%
   124           $78,671        $288,452         $14,914        $273,538     1.65        1.57        1.57         59.0%     50.8%
   125          $139,219        $241,635          $3,800        $237,835     1.64        1.62        1.39         72.3%     65.8%
   126           $85,769        $225,622         $17,233        $208,389     1.31        1.21        1.21         69.5%     59.9%
   127           $82,069        $315,457         $23,659        $291,798     1.37        1.27        1.27         49.8%      1.1%
   128          $146,220        $228,462         $11,750        $216,712     1.36        1.29        1.29         79.8%     68.7%
   129           $95,583        $224,813         $14,070        $210,742     1.63        1.53        1.30         61.5%     54.7%
   130          $263,871        $213,554          $9,435        $204,119     1.52        1.45        1.25         71.0%     67.7%
   131            $1,200        $241,879          $1,636        $240,243     1.50        1.49        1.49         60.5%     51.8%
   132          $139,863        $262,097         $28,315        $233,782     1.64        1.46        1.46         51.0%     43.5%
   133           $63,408        $223,871          $5,729        $218,142     1.78        1.74        1.50         59.3%     53.0%
   134          $118,188        $176,849          $8,033        $168,816     1.43        1.37        1.18         68.3%     64.4%
   135            $7,034        $319,666          $1,365        $318,301     2.32        2.31        2.31         35.8%     30.5%
   136          $101,207        $186,445         $10,889        $175,556     1.30        1.22        1.22         75.9%     65.7%
   137          $300,145        $206,135         $21,250        $184,885     1.65        1.48        1.48         64.5%     55.4%
   138          $114,018        $233,112          $4,000        $229,112     1.58        1.55        1.55         53.1%      1.9%
   139           $66,495        $148,678          $5,634        $143,045     1.26        1.22        1.22         52.9%     45.3%
   140            $2,559        $153,366              $0        $153,366     1.31        1.31        1.31         65.2%     56.6%
   141           $99,061        $160,416         $15,668        $144,747     1.42        1.29        1.29         69.5%     60.0%
   142          $105,000        $228,578         $42,146        $186,432     2.43        1.98        1.71         38.7%     34.7%
   143           $58,074        $202,366          $4,485        $197,881     1.75        1.71        1.71         46.2%     36.5%
   144          $155,430        $138,887         $10,500        $128,387     1.36        1.26        1.26         73.5%     62.9%
   145            $1,583        $156,817              $0        $156,817     1.25        1.25        1.25         53.6%      1.9%
   146           $62,723        $242,209         $26,263        $215,947     1.64        1.47        1.47         42.7%      1.1%
   147           $67,067        $140,486         $14,373        $126,112     1.38        1.24        1.24         67.7%     58.2%
   148          $158,126        $110,606          $5,350        $105,256     1.47        1.40        1.20         75.0%     68.1%
   149            $3,056        $149,720          $6,268        $143,452     1.69        1.62        1.62         54.6%     47.4%
   150           $52,073        $109,573         $11,437         $98,137     1.43        1.28        1.28         68.1%     58.6%
   151           $82,586        $111,508          $1,700        $109,808     1.72        1.69        1.46         60.2%     54.9%
   152           $33,815        $119,743          $1,900        $117,843     1.85        1.82        1.57         52.6%     48.0%
   153           $39,084        $111,755          $7,266        $104,489     1.44        1.35        1.35         71.4%     61.9%
   154           $45,897        $130,231         $20,966        $109,265     1.73        1.45        1.45         71.4%     61.5%
   155           $51,295         $86,519          $1,553         $84,966     1.22        1.20        1.20         80.0%     69.5%
   156           $49,376         $94,889          $9,386         $85,503     1.41        1.27        1.27         69.0%     59.3%
   157           $44,571         $85,082          $9,739         $75,343     1.45        1.28        1.28         65.3%     56.1%
   158           $16,099         $81,120          $3,974         $77,146     1.35        1.28        1.28         49.9%     43.7%

                                                                             1.75        1.61        1.54         61.9%     56.9%


MORTGAGE        BALLOON      APPRAISED   VALUATION                                                               LEASE
LOAN NO.        BALANCE          VALUE    DATE(11)    LARGEST TENANT(12)                                    EXPIRATION DATE
--------   ------------   ------------   ----------   ---------------------------------------------------   ---------------

    1      $186,550,000   $290,000,000   07/10/2006   US Bancorp                                              06/30/2015
    2      $152,500,000   $250,000,000   06/22/2006   Ameriprise Financial                                    06/30/2008
    3       $68,750,000   $125,100,000   07/10/2006   Cisco Systems (Sublease to Lockheed Martin)             05/31/2011
    4       $60,277,384   $100,000,000   06/14/2006   NAP                                                         NAP
    5       $49,340,401    $85,000,000   07/31/2006   NAP                                                         NAP
    6       $44,000,000    $63,900,000   08/14/2006   Safeway                                                 09/30/2027
    7       $37,557,001    $64,000,000   08/05/2006   Best Buy                                                01/31/2017
    8       $35,350,394    $62,000,000   09/01/2006   NAP                                                         NAP
    9       $33,835,000    $66,200,000   02/10/2006   Cinema World (Ground Lease)                             11/30/2024
   10       $24,000,000    $35,000,000   07/11/2006   Clear Channel Broadcast                                 04/30/2015
   11       $22,470,280    $51,000,000   08/11/2006   Friends of Island Academy                               10/31/2012
   12       $22,550,000    $38,500,000   06/07/2006   Hobby Lobby                                             07/31/2014
   13       $22,500,000    $31,000,000   07/01/2006   NAP                                                         NAP
   14       $19,819,237    $37,170,000   08/01/2006   LA Fitness                                              10/31/2019
   15       $18,203,144    $28,000,000   07/01/2006   Boscov's Department Store                               04/26/2026
   16       $16,584,576    $36,100,000   08/14/2006   Simayof                                                 07/31/2019
   17       $17,000,000    $27,250,000   06/04/2006   PF Chang's                                              06/30/2015
   18       $16,000,000    $27,200,000   04/13/2006   Kohl's                                                  01/31/2026
   19       $12,584,240    $23,800,000   04/24/2006   American Multi-Cinema, Inc.                             03/31/2024
   20       $15,000,000    $44,000,000   07/13/2006   Harris Teeter, Inc.                                     02/07/2022
   21       $15,000,000    $34,000,000   03/03/2006   461 Fifth Ave Ground Lessor                             06/30/2027
   22       $11,797,725    $22,900,000   04/19/2006   Rave Motion Pictures Fort Worth II, L.P.                11/30/2024
   23       $11,634,742    $26,000,000   06/14/2006   NetScout Systems, Inc.                                  09/13/2013
   24       $11,363,377    $17,500,000   07/19/2006   LNT, Inc.                                               01/31/2010
   25       $10,897,618    $17,700,000   06/10/2006   The Quilted Bear/Homestead Creations                    01/28/2011
   26       $11,700,000    $20,000,000   07/11/2006   NAP                                                         NAP
   27       $10,097,553    $14,500,000   07/24/2006   NAP                                                         NAP
   28        $9,193,328    $24,500,000   05/04/2006   Inpatients Consultants, Mgmt.                           06/30/2008
   29        $7,250,362    $22,100,000   06/30/2006   Giordano Halleran & Ciesl                               06/30/2012
   30        $9,545,345    $15,475,000   08/02/2006   NAP                                                         NAP
   31        $9,144,420    $16,000,000   07/09/2006   Giant Food/Drug Store                                   05/31/2026
   32       $10,000,000    $16,700,000   06/30/2006   Staples                                                 05/31/2007
   33       $10,000,000    $14,300,000   06/25/2006   McCamish Systems, LLC                                   03/31/2012
   34        $7,840,092    $19,500,000   07/21/2006   Burlington Coat Factory Realty of Paramus, Inc.         02/28/2027
   35        $8,514,908    $17,100,000   05/06/2006   Fry's Food                                              12/22/2011
   36          $219,513    $17,300,000   07/06/2006   NAP                                                         NAP
   37        $8,250,000    $46,400,000   05/30/2006   NAP                                                         NAP
   38        $7,061,972    $11,900,000   07/01/2006   Indiana Department of Revenue                           06/30/2012
   39        $7,359,635    $13,700,000   08/03/2006   Scientific Technologies Incorporated                    11/30/2010
   40        $7,600,000    $12,500,000   08/01/2006   Evans Analytical Group LLC                              05/31/2010
   41        $7,162,164    $12,600,000   05/03/2006   Fitness 19                                              06/30/2016
   42        $7,111,638    $13,700,000   04/08/2006   Tessie's Serenity Spa                                   01/31/2016
   43        $7,575,000    $13,775,000   02/20/2006   Giant Eagle                                             06/30/2019
   44        $6,287,295    $21,300,000   05/10/2006   NAP                                                         NAP
   45        $6,021,235    $10,300,000   06/29/2006   Andros Technologies                                     09/30/2011
   46        $5,952,194    $10,900,000   04/01/2006   Sleep Land                                              02/28/2011
   47        $6,510,653    $10,275,000   07/10/2006   ReMax                                                   12/31/2007
   48        $2,111,449     $3,000,000   06/29/2006   7-Eleven                                                10/04/2015
   49        $1,573,343     $2,160,000   06/29/2006   Great Lakes Hospital                                    02/19/2012
   50        $1,511,430     $2,100,000   06/28/2006   First Metropolitan Title Co.                            07/31/2010
   51        $1,063,463     $1,500,000   06/28/2006   AES Management, Inc.                                    01/31/2013
   52        $6,381,382    $10,500,000   06/28/2006   NAP                                                         NAP
   53        $6,700,000    $13,470,000   05/04/2006   Fuddruckers                                             10/31/2008
   54        $5,807,751     $8,800,000   06/28/2006   Southern California Overnite Express, Inc.              07/26/2013
   55        $5,537,515    $11,850,000   05/10/2006   Tres Hermanos                                           05/31/2010
   56        $5,724,722    $10,250,000   05/15/2006   Microsoft Corporation                                   05/31/2011
   57        $5,459,218    $12,500,000   05/26/2006   A&P Supermaket                                          04/30/2011
   58        $5,857,298     $9,950,000   05/31/2006   Washington Mutual                                       11/30/2020
   59        $5,390,232    $10,300,000   06/07/2006   LCR Studios                                             07/14/2009
   60        $5,274,300     $8,500,000   03/22/2006   AZ Natural Woman                                        11/30/2015
   61        $5,220,488     $8,225,000   08/01/2006   Food Lion, LLC                                          09/18/2021
   62        $3,181,973     $5,900,000   05/10/2006   Cheeseworks Real Properties, Inc.                       06/30/2026
   63        $1,995,475     $3,700,000   05/10/2006   Cheeseworks Real Properties, Inc.                       06/30/2026
   64        $3,333,759     $9,240,000   10/01/2006   Henry Ford Medical System                               09/30/2011
   65        $4,552,471    $11,400,000   04/24/2006   NAP                                                         NAP
   66        $5,218,371     $7,400,000   05/12/2006   The Mail Bag, Inc.                                      06/30/2011
   67        $4,873,489     $8,200,000   07/16/2006   J.O. Conley Corporation d/b/a Grand Harbour Imports     04/30/2008
   68        $4,757,470     $8,360,000   05/19/2006   Castle Companies                                        04/30/2016
   69        $4,526,109     $7,550,000   05/12/2006   NAP                                                         NAP
   70        $4,486,055     $6,500,000   07/01/2006   Town Fair                                               05/31/2013
   71        $4,233,595     $6,800,000   05/09/2006   Seattle Chocolate Company, L.L.C.                       07/27/2026
   72        $4,273,093     $7,100,000   07/02/2006   Walgreen's                                              05/31/2081
   73        $3,913,820     $8,550,000   06/12/2006   Diversified Collection Services                         09/30/2012
   74        $3,165,157     $6,200,000   04/04/2006   Cresetti Drug Corp                                      12/31/2021
   75        $1,112,082     $2,300,000   04/04/2006   Tomassetti Drug Corp.                                   12/31/2021
   76        $3,928,441    $10,200,000   04/27/2006   Emma's Flower Shop                                      12/31/2011
   77        $4,297,683     $8,600,000   05/22/2006   High Tech Institute, Inc.                               02/28/2008
   78        $4,800,000     $8,700,000   07/04/2006   Goodwill Store                                          07/31/2010
   79        $4,089,243     $6,900,000   05/08/2006   NAP                                                         NAP
   80        $4,130,586     $8,200,000   04/24/2006   Record Storage Monterey County                          06/30/2009
   81        $4,482,882     $9,300,000   06/06/2006   Food Lion                                               02/28/2025
   82        $4,500,000     $9,000,000   06/23/2006   Fidelity Information Services, Inc.                     07/31/2010
   83        $3,897,737     $5,920,000   05/26/2006   NAP                                                         NAP
   84        $4,400,000     $6,490,000   07/20/2006   NAP                                                         NAP
   85        $3,988,181     $6,725,000   06/10/2006   Washington Mutual Bank                                  09/30/2009
   86        $3,973,021     $9,300,000   03/10/2006   Dollar Tree Stores                                      08/31/2010
   87        $3,748,886    $11,800,000   05/19/2006   NAP                                                         NAP
   88        $3,710,101    $15,500,000   06/07/2006   NAP                                                         NAP
   89        $4,050,341     $6,100,000   07/10/2006   Interactive Communications                              07/25/2010
   90          $151,513     $7,100,000   08/09/2006   Toys-R-Us                                               01/31/2012
   91        $3,357,567     $6,900,000   05/24/2006   NAP                                                         NAP
   92        $3,551,479     $6,870,000   10/05/2005   Webster Bank                                            05/31/2015
   93        $3,588,802     $5,200,000   06/19/2006   Food Lion, Inc.                                         05/18/2019
   94        $3,226,555     $6,150,000   06/16/2006   M.S. International, Inc.                                07/25/2021
   95        $3,640,323     $6,210,000   07/10/2006   NAP                                                         NAP
   96        $3,141,296     $6,400,000   06/15/2006   In-Shape Health Clubs                                   08/08/2017
   97           $93,552     $8,500,000   06/22/2006   NAP                                                         NAP
   98        $3,587,026     $6,600,000   07/10/2006   IT'Z                                                    05/31/2016
   99        $3,101,646     $5,900,000   07/18/2006   Instrumentation Northwest, Inc.                         11/30/2010
   100       $2,919,703     $5,000,000   06/06/2006   H&M International                                       08/31/2011
   101       $2,991,265     $5,200,000   05/05/2006   Title One                                               03/31/2011
   102       $2,816,211     $6,440,000   06/02/2006   NAP                                                         NAP
   103       $2,947,850     $5,000,000   05/23/2006   FLS Warehouse & Distribution & Distribution Express     12/31/2014
   104       $2,718,565     $5,560,000   07/20/2006   Tire Pros                                               04/30/2008
   105       $2,655,296     $4,200,000   08/02/2006   Staples                                                 11/30/2012
   106       $2,736,889     $4,450,000   07/25/2006   Solaicx                                                 10/31/2011
   107       $2,734,754     $3,770,000   08/01/2006   Cold Stone Creamery                                     09/30/2016
   108       $2,563,856     $4,260,000   07/02/2006   Buffalo Wild Wings                                      04/30/2026
   109       $2,488,634     $4,300,000   08/03/2006   Homebanc Mortgage Corp                                  08/31/2010
   110       $2,456,949     $4,000,000   07/10/2006   Collina's                                               08/30/2011
   111       $2,400,014     $3,720,000   06/16/2006   NAP                                                         NAP
   112       $2,383,584     $5,000,000   04/25/2006   CVS Pharmacy                                            01/31/2032
   113       $2,590,971     $4,325,000   06/01/2006   Tractor Supply Company                                  04/25/2021
   114       $2,359,537     $4,940,000   06/01/2006   SCP Woodland, LLC                                       08/09/2007
   115       $2,574,625     $4,150,000   05/23/2006   Xpect First Aid Corporation d/b/a Cintas                07/31/2013
   116       $2,314,027     $3,700,000   05/09/2006   NAP                                                         NAP
   117       $2,312,336     $4,450,000   06/20/2006   Consolidated Stores                                     01/31/2009
   118       $1,358,599     $2,000,000   04/25/2006   Autozone, Inc                                           01/28/2024
   119         $792,618     $1,780,000   04/25/2006   Office Max, Inc. (DSW Shoe)                             07/24/2016
   120       $2,121,358     $3,975,000   06/01/2006   Countrywide Home Loans                                  03/31/2010
   121       $2,600,000     $6,120,000   06/06/2006   Tractor Supply Company                                  07/31/2021
   122       $2,229,269     $4,200,000   04/27/2006   NAP                                                         NAP
   123       $2,150,429     $3,600,000   07/17/2006   Jerry Bob's                                             05/31/2016
   124       $1,982,802     $3,900,000   08/09/2006   HGMH Entertainment, Inc.                                03/31/2016
   125       $2,093,186     $3,180,000   07/18/2006   NAP                                                         NAP
   126       $1,975,358     $3,300,000   03/07/2006   Movie Gallery                                           02/28/2011
   127          $51,164     $4,500,000   06/16/2006   Loadstar Sensors                                        05/31/2007
   128       $1,923,826     $2,800,000   03/17/2006   NAP                                                         NAP
   129       $1,980,252     $3,620,000   06/09/2006   U.S. Government                                         05/01/2016
   130       $2,098,976     $3,100,000   05/16/2006   NAP                                                         NAP
   131       $1,880,429     $3,630,000   07/12/2006   CVS Corporation                                         01/01/2022
   132       $1,872,341     $4,300,000   05/16/2006   US Government                                           07/17/2020
   133       $1,744,200     $3,290,000   06/29/2006   Data Doctors                                            12/31/2010
   134       $1,789,251     $2,780,000   05/05/2006   Tractor Supply                                          01/31/2021
   135       $1,617,255     $5,300,000   07/21/2006   Walgreen's                                              03/31/2031
   136       $1,617,185     $2,460,000   06/22/2006   Edina Realty, Inc.                                      05/31/2016
   137       $1,440,428     $2,600,000   05/12/2006   NAP                                                         NAP
   138          $57,376     $3,100,000   06/23/2006   NAP                                                         NAP
   139       $1,367,936     $3,020,000   11/23/2006   Chipotle (Ground Lease)                                 01/14/2025
   140       $1,302,667     $2,300,000   12/01/2006   7 - Eleven, Inc.                                        07/31/2026
   141       $1,289,373     $2,150,000   05/03/2006   Toula Manufacturing                                     06/30/2021
   142       $1,297,968     $3,742,000   06/16/2006   Gerling Applied Engineering                             08/31/2011
   143       $1,134,535     $3,110,000   07/26/2006   Rite Aid of Ohio                                        11/07/2025
   144       $1,194,195     $1,900,000   04/24/2006   NAP                                                         NAP
   145          $49,991     $2,600,000   06/02/2006   Hook SuperRx, Inc.                                      01/31/2025
   146          $35,683     $3,250,000   05/18/2006   Creative Office Environments                                MTM
   147       $1,164,691     $2,000,000   07/10/2006   Employment Opportunities                                04/30/2008
   148       $1,089,461     $1,600,000   05/27/2006   NAP                                                         NAP
   149         $996,193     $2,100,000   05/30/2006   Verizon Wireless (VAW), LLC d/b/a Verizon Wireless      04/30/2013
   150         $878,672     $1,500,000   07/10/2006   Diamondback Laundries                                   12/31/2018
   151         $911,917     $1,660,000   07/10/2006   NAP                                                         NAP
   152         $911,751     $1,900,000   07/11/2006   NAP                                                         NAP
   153         $866,589     $1,400,000   06/09/2006   Eck Supply                                              06/30/2009
   154         $860,774     $1,400,000   06/08/2006   Proctor & Gamble Company                                07/31/2010
   155         $791,934     $1,140,000   07/07/2006   The AdvertoMirus Group, Inc.                            06/01/2011
   156         $771,307     $1,300,000   07/10/2006   Mama Lupita's Restaurant                                09/30/2007
   157         $673,391     $1,200,000   07/10/2006   El Torito Nite Club (aka Combos 1)                      03/31/2007
   158         $656,028     $1,500,000   03/06/2006   Norwich Studios, Inc.                                   12/31/2008


MORTGAGE                                                             LEASE
LOAN NO.    % NSF   SECOND LARGEST TENANT(12)                   EXPIRATION DATE    % NSF   THIRD LARGEST TENANT(12)
--------   ------   -----------------------------------------   ---------------   ------   --------------------------------------

    1       43.9%   Miller Nash LLP                               11/30/2013        6.6%   KPFF Consulting Engineers
    2       15.9%   Capella University                            10/31/2010       14.6%   Winthrop & Weinstine
    3       50.0%   Lockheed Martin Corp                          02/28/2013       26.0%   ExoStar, LLC
    4         NAP   NAP                                               NAP            NAP   NAP
    5         NAP   NAP                                               NAP            NAP   NAP
    6       25.3%   Rite Aid                                      09/30/2017       10.9%   Strosniders Hardware
    7       13.0%   Bed Bath & Beyond, Inc.                       01/31/2011       10.1%   Border's Books
    8         NAP   NAP                                               NAP            NAP   NAP
    9       13.7%   Lincoln Tech                                  05/31/2014       13.4%   Stop & Shop
   10       37.1%   International Communications                  09/30/2008        4.1%   Celeren Corp.
   11        5.2%   Housing Works, Inc.                           11/30/2011        4.4%   Gotham Sound & Communication
   12       21.2%   Office Depot                                  06/30/2011       11.4%   Ross Stores
   13         NAP   NAP                                               NAP            NAP   NAP
   14       31.0%   Gresham Station Surgery                       03/30/2015       12.8%   Pain Relief Specialists
   15      100.0%   NAP                                               NAP            NAP   NAP
   16        9.8%   EH World                                      12/31/2011        5.9%   The Rafaels
   17       10.5%   Chilis                                        11/30/2014        8.8%   On the Border
   18       49.3%   TJ Maxx                                       09/30/2015       16.8%   Linens'N Things, Inc.
   19      100.0%   NAP                                               NAP            NAP   NAP
   20       34.2%   Dominion Floors, Inc.                         09/30/2010        4.8%   United Bank
   21      100.0%   NAP                                               NAP            NAP   NAP
   22      100.0%   NAP                                               NAP            NAP   NAP
   23      100.0%   NAP                                               NAP            NAP   NAP
   24       29.1%   Old Navy                                      09/30/2009       21.4%   Office Max North America, Inc.
   25       11.7%   Big 5 Sporting Goods                          01/31/2014       11.3%   Harbor Freight Tools/Central
                                                                                           Purchasing, Inc.
   26         NAP   NAP                                               NAP            NAP   NAP
   27         NAP   NAP                                               NAP            NAP   NAP
   28       29.4%   Goldman, Magdalin & Krikes, LLP.              07/31/2010       10.6%   City National Bank
   29       40.6%   HQ Global Workplaces, LLC                     10/31/2006        9.4%   Updata Capital Inc
   30         NAP   NAP                                               NAP            NAP   NAP
   31       66.6%   Big Lots Store                                01/31/2011       33.4%   NAP
   32       45.8%   CVS                                           12/31/2008       32.2%   Seminary Bear, Wine, & Deli
   33       28.7%   First Concord Group, Inc.                     08/31/2012        8.4%   Herman Silver & Associates CPA's, LLC
   34      100.0%   NAP                                               NAP            NAP   NAP
   35       34.3%   Big Lots!                                     01/31/2009       11.3%   X Sport Fitness
   36         NAP   NAP                                               NAP            NAP   NAP
   37         NAP   NAP                                               NAP            NAP   NAP
   38      100.0%   NAP                                               NAP            NAP   NAP
   39      100.0%   NAP                                               NAP            NAP   NAP
   40      100.0%   NAP                                               NAP            NAP   NAP
   41       12.9%   City Home Store                               06/30/2010        8.7%   Key Bank
   42       11.6%   Lindora Medical                               01/31/2013       10.6%   Coldwell Banker
   43       57.9%   Dollar Tree                                   03/31/2007       10.0%   Farmer's National Bank
   44         NAP   NAP                                               NAP            NAP   NAP
   45      100.0%   NAP                                               NAP            NAP   NAP
   46       16.6%   Patelco Credit Union                          01/31/2011        9.7%   Fast Signs
   47        9.1%   Dr. John Schiro, DDS                          06/30/2009        8.0%   Vanguard Title
   48       21.5%   Clinton Township Chiropractic                 11/07/2010        9.5%   Wireless Giant of Clinton
   49       15.0%   Catering 2 You                                03/31/2007       13.6%   Venice Party Store
   50       35.3%   Advanced Magnetic Research                    07/13/2010       25.9%   Dinning & Greve, P.L.C.
   51       36.0%   Michigan Home Builders                        03/31/2018       26.9%   Visionary Title
   52         NAP   NAP                                               NAP            NAP   NAP
   53       14.7%   Bed Bugs Furniture                            07/31/2009       14.7%   A Common Thread
   54      100.0%   NAP                                               NAP            NAP   NAP
   55       19.5%   IHOP                                          05/08/2010       12.6%   Western Dental Services, Inc.
   56      100.0%   NAP                                               NAP            NAP   NAP
   57       38.7%   Old Lyme Pharmacy                             04/30/2011        9.4%   The Bowerbird Gift Shop
   58      100.0%   NAP                                               NAP            NAP   NAP
   59       21.2%   Banowetz & Co.                                11/14/2010       13.0%   Concise Marketing
   60       48.8%   KC's Hair & More                              01/31/2008        6.0%   Villa Mexican Food
   61       57.9%   Dollar General Store                          09/30/2011       11.4%   Rent-A-Center East, Inc.
   62      100.0%   NAP                                               NAP            NAP   NAP
   63      100.0%   NAP                                               NAP            NAP   NAP
   64      100.0%   NAP                                               NAP            NAP   NAP
   65         NAP   NAP                                               NAP            NAP   NAP
   66      100.0%   NAP                                               NAP            NAP   NAP
   67       25.0%   Key Management, Inc., d/b/a Mattress Expo     06/15/2007       10.7%   Georgia Dinettes, LLC d/b/a
                                                                                           Georgia Dinettes
   68       25.4%   Contra Costa Newspapers, Inc.                 09/30/2010       19.8%   Furniture Trends
   69         NAP   NAP                                               NAP            NAP   NAP
   70       26.8%   Dress Barn, Inc.                              01/31/2011       24.1%   Falcetti Music, Inc.
   71       76.5%   Seattle Goodwill Industries                   06/30/2010       23.5%   NAP
   72      100.0%   NAP                                               NAP            NAP   NAP
   73       67.2%   First Horizon Home Loan                       04/30/2009        9.5%   SANACT, Inc. dba Roto Rooter
   74       61.9%   Project Reach Youth                           11/30/2007       21.2%   Lab Corp
   75       23.4%   Tomassetti Drug Corp. Retail                  12/31/2021       23.4%   Steven Branstetter
   76       10.3%   Kona Coffee Brothers                          12/31/2011        4.1%   Kona Business Center
   77      100.0%   NAP                                               NAP            NAP   NAP
   78       30.6%   Clearwire                                     09/30/2010       18.9%   Washington Mutual Bank
   79         NAP   NAP                                               NAP            NAP   NAP
   80       22.9%   Food Bank Monterey County                     03/31/2009       18.4%   Unlimited Events
   81       67.3%   Dollar Most                                   03/31/2010        4.9%   Fox Pizza
   82       26.5%   Fuji Photo Film, U.S.A., Inc.                 10/13/2011       23.7%   NCR Texas LLC
   83         NAP   NAP                                               NAP            NAP   NAP
   84         NAP   NAP                                               NAP            NAP   NAP
   85       25.5%   Performance Bike Shop                         09/30/2008       17.7%   Business Partners
   86       21.7%   Archiver's - The Photo Memory Store           09/01/2011        8.1%   Horizon Shoppe
   87         NAP   NAP                                               NAP            NAP   NAP
   88         NAP   NAP                                               NAP            NAP   NAP
   89       27.3%   Honeywell International, Inc.                 03/31/2007       18.2%   Enterprise Leasing
   90       38.8%   Books-A-Million                               01/31/2011       34.5%   Liu-Zheng-Chinese Restaurant
   91         NAP   NAP                                               NAP            NAP   NAP
   92       30.5%   Gullans and Brooks Associates                 12/31/2009       25.1%   MacFarlane Urban Real Estate
   93       63.6%   Dolgencorp, Inc.                              01/31/2016       15.6%   Donovan Enterprises, Inc.
   94      100.0%   NAP                                               NAP            NAP   NAP
   95         NAP   NAP                                               NAP            NAP   NAP
   96      100.0%   NAP                                               NAP            NAP   NAP
   97         NAP   NAP                                               NAP            NAP   NAP
   98       65.7%   Cinemark USA, Inc.                            12/31/2010       34.3%   NAP
   99       19.0%   Grizzly Pet Products, LLC                     04/30/2008       15.0%   Miller Martial Arts Academy, Inc.
   100     100.0%   NAP                                               NAP            NAP   NAP
   101      23.7%   Stanley Consultants                           08/31/2009       19.4%   WH Moore Company
   102        NAP   NAP                                               NAP            NAP   NAP
   103     100.0%   NAP                                               NAP            NAP   NAP
   104      28.5%   Four Wheel                                    04/30/2013       19.5%   Byron Perry
   105     100.0%   NAP                                               NAP            NAP   NAP
   106     100.0%   NAP                                               NAP            NAP   NAP
   107      26.9%   Qdoba                                         05/31/2016       26.9%   Little Ceasars
   108      59.5%   American Chartered Bank                       06/30/2036       40.5%   NAP
   109      50.4%   Conceptual Design                             03/31/2018       24.8%   Physical Therapy in Motion
   110      20.5%   Breathe Moore Easy                            09/30/2010       14.4%   Curves for Women
   111        NAP   NAP                                               NAP            NAP   NAP
   112     100.0%   NAP                                               NAP            NAP   NAP
   113     100.0%   NAP                                               NAP            NAP   NAP
   114      26.1%   Cingular (AT&T Wireless Services, Inc.)       06/30/2010       20.8%   Kevin Matthews dba The Mattress Outlet
   115     100.0%   NAP                                               NAP            NAP   NAP
   116        NAP   NAP                                               NAP            NAP   NAP
   117      33.7%   Dunhams Discount Sports                       01/31/2009       19.0%   Joanne Fabrics
   118     100.0%   NAP                                               NAP            NAP   NAP
   119     100.0%   NAP                                               NAP            NAP   NAP
   120      30.0%   Transnation Title Insurance Co.               08/31/2010       20.0%   Spiro's Bella Notte (Pizza)
   121     100.0%   NAP                                               NAP            NAP   NAP
   122        NAP   NAP                                               NAP            NAP   NAP
   123      20.0%   Tile & Stone                                  06/30/2009       10.0%   REMAX Real Estate
   124      55.7%   Fairfax County Government                     03/31/2011       38.0%   Catteley Thai Restaurant
   125        NAP   NAP                                               NAP            NAP   NAP
   126      24.6%   Subway                                        06/30/2016        9.9%   Pinch-A-Penny
   127      20.8%   Allied Labs                                   08/31/2009       16.6%   Waiter.com
   128        NAP   NAP                                               NAP            NAP   NAP
   129     100.0%   NAP                                               NAP            NAP   NAP
   130        NAP   NAP                                               NAP            NAP   NAP
   131     100.0%   NAP                                               NAP            NAP   NAP
   132     100.0%   NAP                                               NAP            NAP   NAP
   133      21.3%   It's A Grind                                  09/30/2010       19.8%   Taco Del Mar
   134     100.0%   NAP                                               NAP            NAP   NAP
   135     100.0%   NAP                                               NAP            NAP   NAP
   136     100.0%   NAP                                               NAP            NAP   NAP
   137        NAP   NAP                                               NAP            NAP   NAP
   138        NAP   NAP                                               NAP            NAP   NAP
   139      33.9%   Nextel                                        03/30/2010       26.2%   Quiznos
   140     100.0%   NAP                                               NAP            NAP   NAP
   141     100.0%   NAP                                               NAP            NAP   NAP
   142      17.7%   Spencer Industries                            11/30/2008       12.7%   Memorial Gould (Sutter Health)
   143     100.0%   NAP                                               NAP            NAP   NAP
   144        NAP   NAP                                               NAP            NAP   NAP
   145     100.0%   NAP                                               NAP            NAP   NAP
   146      33.1%   Altamonte Office Supply, Inc.                     MTM          15.3%   Window Interiors
   147      12.9%   Pizzabella                                    11/30/2008       12.5%   Chit Chat Wireless
   148        NAP   NAP                                               NAP            NAP   NAP
   149     100.0%   NAP                                               NAP            NAP   NAP
   150      38.5%   Super Carniceria El Tarachi                   04/30/2009       23.2%   Ledezma's Discoteca
   151        NAP   NAP                                               NAP            NAP   NAP
   152        NAP   NAP                                               NAP            NAP   NAP
   153     100.0%   NAP                                               NAP            NAP   NAP
   154     100.0%   NAP                                               NAP            NAP   NAP
   155      41.7%   Cartridge World                               07/01/2011       32.6%   NL Management, Inc.
   156      13.3%   Gorby Chiropractic                            03/31/2008       13.3%   Socorro Check Cashing
   157      37.5%   Dollar Store                                  10/31/2007       32.5%   Glendale Market
   158      78.3%   Domino's Pizza                                06/30/2007       21.7%   NAP


MORTGAGE        LEASE                   INSURANCE            TAX         CAPITAL EXPENDITURE          TI/LC
LOAN NO.   EXPIRATION DATE   % NSF   ESCROW IN PLACE   ESCROW IN PLACE   ESCROW IN PLACE(13)   ESCROW IN PLACE(14)
--------   ---------------   -----   ---------------   ---------------   -------------------   -------------------

    1        05/31/2012       4.5%         No                No                   No                    No
    2        02/28/2017       5.7%         No                No                   No                    No
    3        05/31/2011       8.3%         No                No                   No                    No
    4            NAP           NAP         No                Yes                  No                    No
    5            NAP           NAP         Yes               Yes                  No                    No
    6        04/30/2013       9.1%         No                No                   No                    No
    7        01/31/2016       8.5%         No                No                  Yes                    No
    8            NAP           NAP         No                Yes                 Yes                    No
    9        08/31/2020      12.8%         No                No                   No                    No
   10        09/30/2011       4.0%         No                Yes                 Yes                    No
   11        05/31/2015       4.2%         No                No                   No                    No
   12        01/31/2016      11.1%         No                No                   No                    No
   13            NAP           NAP         No                No                   No                    No
   14        02/28/2015       8.8%         No                No                   No                    No
   15            NAP           NAP         No                No                   No                    No
   16            MTM          5.5%         No                No                   No                   Yes
   17        11/30/2014       7.9%         No                No                   No                   Yes
   18        01/31/2016      14.0%         No                No                   No                   Yes
   19            NAP           NAP         No                No                   No                    No
   20        07/31/2015       3.9%         No                No                   No                    No
   21            NAP           NAP         No                No                   No                    No
   22            NAP           NAP         No                No                   No                    No
   23            NAP           NAP         No                No                   No                    No
   24        12/31/2011      20.1%         Yes               Yes                  No                   Yes
   25        01/31/2011      10.9%         Yes               Yes                 Yes                   Yes
   26            NAP           NAP         No                No                   No                    No
   27            NAP           NAP         No                Yes                  No                    No
   28        07/31/2009       5.1%         No                No                   No                    No
   29        08/31/2010       8.8%         No                Yes                  No                    No
   30            NAP           NAP         No                Yes                  No                    No
   31            NAP           NAP         No                No                   No                    No
   32        10/31/2010       5.8%         No                No                   No                    No
   33        12/15/2012       6.6%         Yes               Yes                  No                   Yes
   34            NAP           NAP         No                Yes                  No                    No
   35        12/31/2014       8.5%         Yes               Yes                 Yes                   Yes
   36            NAP           NAP         No                No                   No                    No
   37            NAP           NAP         No                No                   No                    No
   38            NAP           NAP         No                No                   No                    No
   39            NAP           NAP         Yes               Yes                  No                    No
   40            NAP           NAP         Yes               Yes                  No                    No
   41        11/30/2016       8.4%         Yes               Yes                  No                    No
   42        03/31/2016      10.5%         No                Yes                  No                   Yes
   43        10/31/2014       6.0%         No                No                   No                    No
   44            NAP           NAP         No                No                   No                    No
   45            NAP           NAP         Yes               Yes                  No                   Yes
   46        12/31/2010       7.2%         No                No                   No                    No
   47        01/15/2010       5.5%         Yes               Yes                  No                    No
   48        10/31/2010       7.6%         Yes               Yes                 Yes                   Yes
   49        04/30/2007      11.3%         Yes               Yes                 Yes                   Yes
   50        08/31/2011      19.4%         Yes               Yes                 Yes                   Yes
   51        03/31/2009      22.4%         Yes               Yes                 Yes                   Yes
   52            NAP           NAP         No                No                  Yes                    No
   53        02/28/2008      11.4%         No                No                   No                    No
   54            NAP           NAP         No                No                   No                    No
   55        09/30/2010       8.8%         No                No                   No                    No
   56            NAP           NAP         Yes               Yes                  No                    No
   57        06/30/2008       6.6%         No                No                   No                   Yes
   58            NAP           NAP         No                Yes                  No                    No
   59        08/31/2008      10.5%         No                No                  Yes                   Yes
   60        06/30/2007       5.4%         Yes               Yes                  No                   Yes
   61        12/31/2008       6.9%         No                Yes                 Yes                   Yes
   62            NAP           NAP         No                No                   No                    No
   63            NAP           NAP         No                No                   No                    No
   64            NAP           NAP         No                No                  Yes                   Yes
   65            NAP           NAP         No                No                   No                    No
   66            NAP           NAP         Yes               No                  Yes                   Yes
   67        07/31/2008       7.1%         No                No                   No                   Yes
   68        09/30/2010      15.6%         No                Yes                  No                    No
   69            NAP           NAP         No                Yes                 Yes                    No
   70        11/30/2013      17.1%         No                No                   No                   Yes
   71            NAP           NAP         Yes               Yes                 Yes                    No
   72            NAP           NAP         No                No                   No                    No
   73        09/30/2009       6.5%         Yes               Yes                  No                    No
   74        02/01/2011       6.6%         No                Yes                 Yes                   Yes
   75        12/01/2006      13.9%         No                Yes                 Yes                   Yes
   76        12/31/2011       3.7%         No                No                   No                    No
   77            NAP           NAP         Yes               Yes                  No                    No
   78        04/30/2020      18.8%         No                No                   No                    No
   79            NAP           NAP         No                No                   No                    No
   80        05/31/2011      11.9%         Yes               Yes                 Yes                   Yes
   81        02/28/2016       2.6%         No                No                   No                    No
   82        05/20/2009      17.4%         No                No                   No                    No
   83            NAP           NAP         Yes               Yes                 Yes                    No
   84            NAP           NAP         Yes               Yes                  No                    No
   85        09/06/2014      16.2%         Yes               Yes                 Yes                   Yes
   86        02/28/2008       6.3%         No                No                   No                   Yes
   87            NAP           NAP         No                No                   No                    No
   88            NAP           NAP         No                No                   No                    No
   89        12/31/2021      18.2%         Yes               Yes                  No                    No
   90        10/31/2010      11.9%         Yes               Yes                  No                    No
   91            NAP           NAP         No                Yes                 Yes                    No
   92        01/31/2007      12.9%         Yes               Yes                  No                   Yes
   93        05/31/2009       9.2%         Yes               Yes                  No                    No
   94            NAP           NAP         Yes               Yes                  No                    No
   95            NAP           NAP         No                No                   No                    No
   96            NAP           NAP         Yes               Yes                  No                    No
   97            NAP           NAP         No                Yes                  No                    No
   98            NAP           NAP         Yes               Yes                  No                    No
   99        09/30/2008      12.0%         Yes               Yes                  No                    No
   100           NAP           NAP         No                Yes                  No                    No
   101       11/30/2012      13.3%         No                No                   No                    No
   102           NAP           NAP         No                No                   No                    No
   103           NAP           NAP         No                No                  Yes                    No
   104       06/30/2008       8.2%         Yes               Yes                  No                   Yes
   105           NAP           NAP         Yes               Yes                  No                    No
   106           NAP           NAP         Yes               Yes                  No                   Yes
   107       08/31/2012      15.4%         No                Yes                  No                   Yes
   108           NAP           NAP         No                No                   No                    No
   109       03/14/2011       6.7%         Yes               Yes                  No                   Yes
   110       06/30/2009      13.7%         Yes               Yes                 Yes                   Yes
   111           NAP           NAP         Yes               Yes                 Yes                    No
   112           NAP           NAP         No                No                   No                    No
   113           NAP           NAP         No                No                   No                    No
   114       02/28/2011      20.4%         Yes               Yes                  No                   Yes
   115           NAP           NAP         No                No                   No                    No
   116           NAP           NAP         Yes               Yes                 Yes                    No
   117       01/31/2011      14.4%         Yes               Yes                 Yes                    No
   118           NAP           NAP         No                No                   No                    No
   119           NAP           NAP         No                No                   No                    No
   120       05/31/2011      19.9%         Yes               Yes                  No                    No
   121           NAP           NAP         No                No                   No                    No
   122           NAP           NAP         Yes               Yes                 Yes                    No
   123       06/30/2011      10.0%         Yes               Yes                 Yes                   Yes
   124       12/31/2017       6.3%         No                Yes                  No                   Yes
   125           NAP           NAP         No                No                   No                    No
   126       08/31/2011       9.9%         No                Yes                  No                    No
   127       11/30/2007      14.2%         No                No                   No                    No
   128           NAP           NAP         Yes               Yes                  No                    No
   129           NAP           NAP         Yes               Yes                  No                    No
   130           NAP           NAP         No                Yes                 Yes                    No
   131           NAP           NAP         No                No                  Yes                    No
   132           NAP           NAP         Yes               Yes                  No                    No
   133       09/30/2015      18.7%         Yes               Yes                  No                   Yes
   134           NAP           NAP         Yes               Yes                  No                    No
   135           NAP           NAP         No                No                   No                    No
   136           NAP           NAP         No                No                   No                   Yes
   137           NAP           NAP         Yes               Yes                 Yes                    No
   138           NAP           NAP         Yes               Yes                  No                    No
   139       09/30/2010      19.7%         No                No                   No                    No
   140           NAP           NAP         No                Yes                  No                    No
   141           NAP           NAP         Yes               Yes                 Yes                   Yes
   142       06/30/2007       9.6%         Yes               Yes                  No                    No
   143           NAP           NAP         No                No                   No                    No
   144           NAP           NAP         Yes               Yes                 Yes                    No
   145           NAP           NAP         No                No                   No                    No
   146           MTM         12.7%         No                No                   No                    No
   147       05/31/2007       6.9%         No                No                   No                    No
   148           NAP           NAP         No                Yes                 Yes                    No
   149           NAP           NAP         Yes               Yes                  No                    No
   150       02/28/2008      15.3%         No                No                   No                    No
   151           NAP           NAP         No                No                   No                    No
   152           NAP           NAP         No                No                   No                    No
   153           NAP           NAP         No                Yes                  No                    No
   154           NAP           NAP         No                No                  Yes                    No
   155       05/01/2021      25.7%         Yes               Yes                 Yes                   Yes
   156       04/30/2008       6.7%         No                No                   No                    No
   157       02/28/2008      12.5%         No                No                   No                    No
   158           NAP           NAP         Yes               Yes                  No                    No

                                          18.4%             33.2%               15.0%                 14.2%


MORTGAGE                               OTHER                                            SPRINGING
LOAN NO.                      ESCROW DESCRIPTION(15)                              ESCROW DESCRIPTION(16)
--------   ------------------------------------------------------------   --------------------------------------

    1                                   NAP                                  RE Tax, Insurance, CapEx, TI/LC
    2                                   NAP                               RE Tax, Insurance, CapEx, TI/LC, Other
    3                                   NAP                                     RE Tax, Insurance, CapEx
    4                                   NAP                                             Insurance
    5                                   NAP                                  RE Tax, Insurance, CapEx, Other
    6                                   NAP                                  RE Tax, Insurance, CapEx, TI/LC
    7                            Estoppel Impound                                   RE Tax, Insurance
    8                                   NAP                                             Insurance
    9                                   NAP                                     RE Tax, Insurance, CapEx
   10                                   NAP                                             Insurance
   11                                   NAP                                     RE Tax, Insurance, CapEx
   12                                   NAP                                     RE Tax, Insurance, CapEx
   13                                   NAP                                     RE Tax, Insurance, CapEx
   14                                   NAP                                     RE Tax, Insurance, TI/LC
   15                                   NAP                                         RE Tax, Insurance
   16                            Cash Flow Impound                                         NAP
   17                                   NAP                                         RE Tax, Insurance
   18                                   NAP                                     RE Tax, Insurance, CapEx
   19                                   NAP                                     RE Tax, Insurance, CapEx
   20                                   NAP                                                NAP
   21                                   NAP                                         RE Tax, Insurance
   22                                   NAP                                     RE Tax, Insurance, CapEx
   23                                   NAP                                  RE Tax, Insurance, CapEx, TI/LC
   24                                   NAP                                               TI/LC
   25                                   NAP                                                NAP
   26                                   NAP                                                NAP
   27                                Lease-up                                              NAP
   28                                   NAP                                                NAP
   29                                   NAP                                                NAP
   30                                   NAP                                               CapEx
   31                                   NAP                                               TI/LC
   32                                   NAP                                     RE Tax, Insurance, CapEx
   33                                   NAP                                               TI/LC
   34                                   NAP                                               TI/LC
   35                                   NAP                                                NAP
   36              Furniture, Fixtures and Equipment Replacement                           NAP
   37                                   NAP                                     RE Tax, Insurance, CapEx
   38                                   NAP                                  RE Tax, Insurance, TI/LC, Other
   39                                   NAP                                               TI/LC
   40                                   NAP                                               TI/LC
   41                                   NAP                                                NAP
   42                                   NAP                                             Insurance
   43                                   NAP                                     RE Tax, Insurance, CapEx
   44                                   NAP                                     RE Tax, Insurance, CapEx
   45                                   NAP                                               TI/LC
   46                         Suits 1290-100 Holdback                           RE Tax, Insurance, CapEx
   47                                   NAP                                                NAP
                                                                                           NAP
   48                            Holdback Impounds                                         NAP
   49                            Holdback Impounds                                         NAP
   50                            Holdback Impounds                                         NAP
   51                            Holdback Impounds                                         NAP
   52                                   NAP                                                NAP
   53                                   NAP                                  RE Tax, Insurance, CapEx, TI/LC
   54                          Seismic Improvements                                       TI/LC
   55                                   NAP                                  RE Tax, Insurance, CapEx, TI/LC
   56                                   NAP                                               Other
   57                                   NAP                                  RE Tax, Insurance, CapEx, TI/LC
   58                                   NAP                                             Insurance
   59                        Replacement/TI/LC Reserve                          RE Tax, Insurance, Other
   60                                Holdback                                              NAP
   61                                   NAP                                                NAP
                                                                                           NAP
   62                                   NAP                                         RE Tax, Insurance
   63                                   NAP                                         RE Tax, Insurance
   64                            Henry Ford Escrow                                  RE Tax, Insurance
   65                                   NAP                                     RE Tax, Insurance, CapEx
   66                     Mail Bag Inc. Security Deposit                          RE Tax, TI/LC, Other
   67                                   NAP                                                NAP
   68                                   NAP                                         Insurance, TI/LC
   69                                   NAP                                                NAP
   70                                   NAP                                     RE Tax, Insurance, CapEx
   71                                   NAP                                                NAP
   72                                   NAP                                                NAP
   73                                   NAP                                               TI/LC
                                                                                           NAP
   74                                   NAP                                      Insurance, CapEx, TI/LC
   75                                   NAP                                      Insurance, CapEx, TI/LC
   76                                   NAP                                         RE Tax, Insurance
   77                                   NAP                                                NAP
   78                                   NAP                                                NAP
   79                                   NAP                                                NAP
   80                                   NAP                                               TI/LC
   81                                   NAP                                                NAP
   82                                   NAP                                               TI/LC
   83                                   NAP                                                NAP
   84                                   NAP                                                NAP
   85                                   NAP                                               Other
   86        Vacant Space TI/LC Reserve; Archiver's/Archenemy Reserve           RE Tax, Insurance, CapEx
   87                                   NAP                                     RE Tax, Insurance, CapEx
   88                                   NAP                                                NAP
   89                                   NAP                                               TI/LC
   90                                   NAP                                                NAP
   91                                   NAP                                         Insurance, CapEx
   92                                   NAP                                               TI/LC
   93                                   NAP                                               TI/LC
   94                                   NAP                                                NAP
   95                                   NAP                                                NAP
   96                                   NAP                                               TI/LC
   97                                   NAP                                                NAP
   98                                   NAP                                               TI/LC
   99                                   NAP                                                NAP
   100                                  NAP                                                NAP
   101                  Leased premises Completion Reserve                   RE Tax, Insurance, CapEx, TI/LC
   102                                  NAP                                                NAP
   103                                  NAP                                               TI/LC
   104                                  NAP                                                NAP
   105                                  NAP                                               TI/LC
   106                                  NAP                                                NAP
   107                             Debt Service                                            NAP
   108                                  NAP                                                NAP
   109                                  NAP                                               TI/LC
   110                                  NAP                                                NAP
   111                                  NAP                                                NAP
   112                                  NAP                                     RE Tax, Insurance, Other
   113                                  NAP                                               TI/LC
   114                     Master Lease Holdback Impound                                   NAP
   115        Springing Debt Service Reserve/Minimum Account Balance         RE Tax, Insurance, TI/LC, Other
   116                                  NAP                                                NAP
   117                                  NAP                                               TI/LC
   118                                  NAP                                     RE Tax, Insurance, CapEx
   119                                  NAP                                     RE Tax, Insurance, CapEx
   120                                  NAP                                               TI/LC
   121                                  NAP                                  RE Tax, Insurance, CapEx, TI/LC
   122                                  NAP                                                NAP
   123                  Minimum Occupancy Holdback Impound                                 NAP
   124                                  NAP                                                NAP
   125                                  NAP                                                NAP
   126                                  NAP                                      Insurance, CapEx, TI/LC
   127                                  NAP                                         RE Tax, Insurance
   128                                  NAP                                               CapEx
   129                                  NAP                                           CapEx, TI/LC
   130                                  NAP                                             Insurance
   131                                  NAP                                     RE Tax, Insurance, TI/LC
   132                                  NAP                                                NAP
   133                        Occupancy/DSCR Holdback                                      NAP
   134                                  NAP                                                NAP
   135                                  NAP                                  RE Tax, Insurance, CapEx, TI/LC
   136                                  NAP                                           TI/LC, Other
   137                                  NAP                                               CapEx
   138                                  NAP                                                NAP
   139                       Vacancy Holdback Reserve                        RE Tax, Insurance, CapEx, TI/LC
   140                                  NAP                                      Insurance, CapEx, TI/LC
   141                                  NAP                                               TI/LC
   142                                  NAP                                                NAP
   143                                  NAP                                                NAP
   144                                  NAP                                                NAP
   145                                  NAP                                                NAP
   146                                  NAP                                  RE Tax, Insurance, CapEx, TI/LC
   147                                  NAP                                                NAP
   148                                  NAP                                             Insurance
   149     Debt Service Reserve Impound/Minimum Account Balance Impound                   TI/LC
   150                                  NAP                                                NAP
   151                                  NAP                                         RE Tax, Insurance
   152                                  NAP                                         RE Tax, Insurance
   153                         Additional collateral                                      TI/LC
   154                                  NAP                                               TI/LC
   155                                  NAP                                               TI/LC
   156                                  NAP                                                NAP
   157                                  NAP                                                NAP
   158                                  NAP                                               TI/LC


MORTGAGE   INITIAL CAPITAL EXPENDITURE    MONTHLY CAPITAL EXPENDITURE    CURRENT CAPITAL EXPENDITURE            INITIAL TI/LC
LOAN NO.         ESCROW REQUIREMENT(17)         ESCROW REQUIREMENT(18)             ESCROW BALANCE(19)   ESCROW REQUIREMENT(20)
--------   ----------------------------   ----------------------------   ----------------------------   ----------------------

    1                               $0                             $0                             $0                       $0
    2                               $0                             $0                             $0                       $0
    3                               $0                             $0                             $0                       $0
    4                               $0                             $0                             $0                       $0
    5                               $0                             $0                             $0                       $0
    6                               $0                             $0                             $0                       $0
    7                         $623,299                             $0                             $0                       $0
    8                          $42,118                        $42,118                             $0                       $0
    9                               $0                             $0                             $0                       $0
   10                           $2,161                         $2,161                         $2,161                       $0
   11                               $0                             $0                             $0                       $0
   12                               $0                             $0                             $0                       $0
   13                               $0                             $0                             $0                       $0
   14                               $0                             $0                             $0                       $0
   15                               $0                             $0                             $0                       $0
   16                               $0                             $0                             $0                 $336,900
   17                               $0                             $0                             $0                 $217,668
   18                               $0                             $0                             $0                  $19,120
   19                               $0                             $0                             $0                       $0
   20                               $0                             $0                             $0                       $0
   21                               $0                             $0                             $0                       $0
   22                               $0                             $0                             $0                       $0
   23                               $0                             $0                             $0                       $0
   24                               $0                             $0                             $0                 $200,000
   25                               $0                         $1,671                         $3,342                       $0
   26                               $0                             $0                             $0                       $0
   27                               $0                             $0                             $0                       $0
   28                               $0                             $0                             $0                       $0
   29                               $0                             $0                             $0                       $0
   30                               $0                             $0                             $0                       $0
   31                               $0                             $0                             $0                       $0
   32                               $0                             $0                             $0                       $0
   33                               $0                             $0                             $0                 $300,000
   34                               $0                             $0                             $0                       $0
   35                           $2,242                         $2,242                         $6,727                   $7,654
   36                               $0                             $0                             $0                       $0
   37                               $0                             $0                             $0                       $0
   38                               $0                             $0                             $0                       $0
   39                               $0                             $0                             $0                       $0
   40                               $0                             $0                             $0                       $0
   41                               $0                             $0                             $0                       $0
   42                               $0                             $0                             $0                       $0
   43                               $0                             $0                             $0                       $0
   44                               $0                             $0                             $0                       $0
   45                               $0                             $0                             $0                 $527,100
   46                               $0                             $0                             $0                       $0
   47                               $0                             $0                             $0                       $0
   48                               $0                           $352                             $0                  $20,239
   49                               $0                           $262                             $0                  $15,081
   50                               $0                           $252                             $0                  $14,487
   51                               $0                           $177                             $0                  $10,193
   52                               $0                           $417                             $0                       $0
   53                               $0                             $0                             $0                       $0
   54                               $0                             $0                             $0                       $0
   55                               $0                             $0                             $0                       $0
   56                               $0                             $0                             $0                       $0
   57                               $0                             $0                             $0                  $50,000
   58                               $0                             $0                             $0                       $0
   59                               $0                             $0                             $0                       $0
   60                               $0                             $0                             $0                       $0
   61                               $0                         $1,094                             $0                       $0
   62                               $0                             $0                             $0                       $0
   63                               $0                             $0                             $0                       $0
   64                             $470                           $470                           $470               $1,034,520
   65                               $0                             $0                             $0                       $0
   66                               $0                           $870                             $0                 $350,000
   67                               $0                             $0                             $0                       $0
   68                               $0                             $0                             $0                       $0
   69                           $2,700                         $4,521                         $2,700                       $0
   70                               $0                             $0                             $0                  $93,860
   71                          $71,500                             $0                        $71,500                       $0
   72                               $0                             $0                             $0                       $0
   73                               $0                             $0                             $0                       $0
   74                           $5,856                             $0                         $5,856                  $19,000
   75                           $2,220                             $0                         $2,220                   $7,900
   76                               $0                             $0                             $0                       $0
   77                               $0                             $0                             $0                       $0
   78                               $0                             $0                             $0                       $0
   79                               $0                             $0                             $0                       $0
   80                               $0                           $995                           $995                       $0
   81                               $0                             $0                             $0                       $0
   82                               $0                             $0                             $0                       $0
   83                               $0                         $1,750                             $0                       $0
   84                               $0                             $0                             $0                       $0
   85                           $7,200                           $298                         $7,202                  $48,000
   86                               $0                             $0                             $0                       $0
   87                               $0                             $0                             $0                       $0
   88                               $0                             $0                             $0                       $0
   89                               $0                             $0                             $0                       $0
   90                               $0                             $0                             $0                       $0
   91                          $75,000                             $0                        $75,000                       $0
   92                               $0                             $0                             $0                  $10,000
   93                               $0                             $0                             $0                       $0
   94                               $0                             $0                             $0                       $0
   95                               $0                             $0                             $0                       $0
   96                               $0                             $0                             $0                       $0
   97                               $0                             $0                             $0                       $0
   98                               $0                             $0                             $0                       $0
   99                               $0                             $0                             $0                       $0
   100                              $0                             $0                             $0                       $0
   101                              $0                             $0                             $0                       $0
   102                              $0                             $0                             $0                       $0
   103                        $119,219                             $0                       $119,258                       $0
   104                              $0                             $0                             $0                  $50,000
   105                              $0                             $0                             $0                       $0
   106                              $0                             $0                             $0                 $345,000
   107                              $0                             $0                             $0                       $0
   108                              $0                             $0                             $0                       $0
   109                              $0                             $0                             $0                     $500
   110                              $0                           $191                             $0                       $0
   111                              $0                           $858                           $858                       $0
   112                              $0                             $0                             $0                       $0
   113                              $0                             $0                             $0                       $0
   114                              $0                             $0                             $0                       $0
   115                              $0                             $0                             $0                       $0
   116                              $0                           $637                             $0                       $0
   117                              $0                         $1,316                         $1,316                       $0
   118                              $0                             $0                             $0                       $0
   119                              $0                             $0                             $0                       $0
   120                              $0                             $0                             $0                       $0
   121                              $0                             $0                             $0                       $0
   122                        $132,500                         $2,372                        $94,766                       $0
   123                              $0                           $150                             $0                       $0
   124                              $0                             $0                             $0                  $90,000
   125                              $0                             $0                             $0                       $0
   126                              $0                             $0                             $0                       $0
   127                              $0                             $0                             $0                       $0
   128                              $0                             $0                             $0                       $0
   129                              $0                             $0                             $0                       $0
   130                              $0                           $771                           $771                       $0
   131                            $136                           $136                           $136                       $0
   132                              $0                             $0                             $0                       $0
   133                              $0                             $0                             $0                  $16,000
   134                              $0                             $0                             $0                       $0
   135                              $0                             $0                             $0                       $0
   136                              $0                             $0                             $0                 $101,150
   137                         $12,357                             $0                        $12,361                       $0
   138                              $0                             $0                             $0                       $0
   139                              $0                             $0                             $0                       $0
   140                              $0                             $0                             $0                       $0
   141                              $0                           $328                           $984                       $0
   142                              $0                             $0                             $0                       $0
   143                              $0                             $0                             $0                       $0
   144                              $0                           $875                           $875                       $0
   145                              $0                             $0                             $0                       $0
   146                              $0                             $0                             $0                       $0
   147                              $0                             $0                             $0                       $0
   148                              $0                           $446                             $0                       $0
   149                              $0                             $0                             $0                       $0
   150                              $0                             $0                             $0                       $0
   151                              $0                             $0                             $0                       $0
   152                              $0                             $0                             $0                       $0
   153                              $0                             $0                             $0                       $0
   154                              $0                         $1,226                             $0                       $0
   155                              $0                            $49                             $0             $30,000 (LOC)
   156                              $0                             $0                             $0                       $0
   157                              $0                             $0                             $0                       $0
   158                              $0                             $0                             $0                       $0

                            $1,098,978                        $69,005                       $409,499               $3,914,372


MORTGAGE           MONTHLY TI/LC        CURRENT TI/LC      ENVIRONMENTAL       INTEREST
LOAN NO.   ESCROW REQUIREMENT(21)   ESCROW BALANCE(22)       INSURANCE      ACCRUAL METHOD   SEASONING(23)
--------   ----------------------   ------------------   ----------------   --------------   -------------

    1                         $0                   $0           No            Actual/360           2
    2                         $0                   $0           No            Actual/360           1
    3                         $0                   $0           No              30/360             1
    4                         $0                   $0           No            Actual/360           3
    5                         $0                   $0           No            Actual/360           1
    6                         $0                   $0           No            Actual/360           0
    7                         $0                   $0           No            Actual/360           0
    8                         $0                   $0           No            Actual/360           0
    9                         $0                   $0           No              30/360             1
   10                         $0                   $0           No            Actual/360           1
   11                         $0                   $0           No            Actual/360           1
   12                         $0                   $0           No              30/360             2
   13                         $0                   $0           No            Actual/360           0
   14                         $0                   $0           No            Actual/360           0
   15                         $0                   $0           No            Actual/360           0
   16                         $0                   $0           No            Actual/360           16
   17                         $0             $217,668           No            Actual/360           2
   18                         $0              $19,120           No              30/360             3
   19                         $0                   $0           No            Actual/360           4
   20                         $0                   $0           No            Actual/360           0
   21                         $0                   $0           No            Actual/360           3
   22                         $0                   $0           No            Actual/360           4
   23                         $0                   $0           No            Actual/360           2
   24                     $6,250             $200,143           No            Actual/360           1
   25                     $6,969              $13,938           No            Actual/360           3
   26                         $0                   $0           No            Actual/360           1
   27                         $0                   $0           No            Actual/360           0
   28                         $0                   $0           No              30/360             0
   29                         $0                   $0           No            Actual/360           1
   30                         $0                   $0           No            Actual/360           0
   31                         $0                   $0           No            Actual/360           1
   32                         $0                   $0           No            Actual/360           1
   33                         $0             $301,003           No            Actual/360           2
   34                         $0                   $0           No            Actual/360           0
   35                     $7,654              $22,976           No            Actual/360           3
   36                         $0                   $0           No            Actual/360           1
   37                         $0                   $0           No            Actual/360           2
   38                         $0                   $0           No            Actual/360           2
   39                         $0                   $0           No            Actual/360           0
   40                         $0                   $0           No            Actual/360           0
   41                         $0                   $0           No            Actual/360           3
   42                     $2,750               $2,750           No            Actual/360           3
   43                         $0                   $0           No              30/360             1
   44                         $0                   $0           No            Actual/360           0
   45                         $0             $527,658           No            Actual/360           1
   46                         $0                   $0           No            Actual/360           3
   47                         $0                   $0           No            Actual/360           1
   48                     $1,127              $20,239           No            Actual/360           1
   49                       $839              $15,081           No            Actual/360           1
   50                       $806              $14,487           No            Actual/360           1
   51                       $567              $10,193           No            Actual/360           1
   52                         $0                   $0           No            Actual/360           2
   53                         $0                   $0           No            Actual/360           3
   54                         $0                   $0           No            Actual/360           2
   55                         $0                   $0           No            Actual/360           1
   56                         $0                   $0           No            Actual/360           3
   57                         $0              $50,006           No            Actual/360           2
   58                         $0                   $0           No            Actual/360           3
   59                         $0                   $0           No            Actual/360           1
   60                     $3,125                   $0           No            Actual/360           1
   61                     $2,500                   $0           No            Actual/360           0
   62                         $0                   $0           No            Actual/360           2
   63                         $0                   $0           No            Actual/360           2
   64                     $1,565               $1,565           No            Actual/360           1
   65                         $0                   $0           No            Actual/360           3
   66                         $0             $350,161           No            Actual/360           1
   67                     $3,125                   $0           No            Actual/360           0
   68                         $0                   $0           No            Actual/360           2
   69                         $0                   $0           No            Actual/360           2
   70                         $0                   $0           No            Actual/360           2
   71                         $0                   $0           No              30/360             1
   72                         $0                   $0           No            Actual/360           1
   73                         $0                   $0           No            Actual/360           1
   74                         $0              $19,000           No            Actual/360           2
   75                         $0               $7,900           No            Actual/360           2
   76                         $0                   $0           No            Actual/360           2
   77                         $0                   $0           No            Actual/360           3
   78                         $0                   $0           No            Actual/360           1
   79                         $0                   $0           No            Actual/360           1
   80                     $3,667               $3,667           No            Actual/360           3
   81                         $0                   $0           No            Actual/360           1
   82                         $0                   $0           No            Actual/360           2
   83                         $0                   $0           No            Actual/360           1
   84                         $0                   $0           No            Actual/360           1
   85                     $2,000              $48,011           No            Actual/360           2
   86                     $3,220                   $0           No            Actual/360           3
   87                         $0                   $0           No            Actual/360           2
   88                         $0                   $0           No            Actual/360           1
   89                         $0                   $0           No            Actual/360           1
   90                         $0                   $0           No            Actual/360           1
   91                         $0                   $0           No            Actual/360           2
   92                         $0                   $0           No            Actual/360           6
   93                         $0                   $0           No            Actual/360           0
   94                         $0                   $0           No            Actual/360           2
   95                         $0                   $0       Yes - Group       Actual/360           1
   96                         $0                   $0           No            Actual/360           1
   97                         $0                   $0           No            Actual/360           1
   98                         $0                   $0       Yes - Group       Actual/360           1
   99                         $0                   $0           No            Actual/360           1
   100                        $0                   $0           No            Actual/360           1
   101                        $0                   $0           No            Actual/360           3
   102                        $0                   $0           No            Actual/360           1
   103                        $0                   $0           No            Actual/360           1
   104                        $0              $50,000           No            Actual/360           1
   105                        $0                   $0           No            Actual/360           0
   106                        $0             $345,121           No            Actual/360           0
   107                      $380                   $0           No            Actual/360           1
   108                        $0                   $0           No            Actual/360           1
   109                      $500                 $500           No            Actual/360           1
   110                    $1,285                   $0       Yes - Group       Actual/360           0
   111                        $0                   $0       Yes - Group       Actual/360           2
   112                        $0                   $0           No            Actual/360           2
   113                        $0                   $0       Yes - Group       Actual/360           3
   114                    $1,010                   $0       Yes - Group       Actual/360           1
   115                        $0                   $0       Yes - Group       Actual/360           2
   116                        $0                   $0       Yes - Group       Actual/360           1
   117                        $0                   $0           No            Actual/360           2
   118                        $0                   $0    Yes - Individual     Actual/360           2
   119                        $0                   $0    Yes - Individual     Actual/360           2
   120                        $0                   $0       Yes - Group       Actual/360           2
   121                        $0                   $0           No            Actual/360           2
   122                        $0                   $0       Yes - Group       Actual/360           4
   123                    $1,062                   $0       Yes - Group       Actual/360           0
   124                        $0              $90,000           No            Actual/360           0
   125                        $0                   $0       Yes - Group       Actual/360           1
   126                        $0                   $0           No            Actual/360           3
   127                        $0                   $0       Yes - Group       Actual/360           1
   128                        $0                   $0       Yes - Group       Actual/360           3
   129                        $0                   $0           No            Actual/360           2
   130                        $0                   $0           No            Actual/360           3
   131                        $0                   $0           No            Actual/360           1
   132                        $0                   $0           No            Actual/360           2
   133                        $0              $16,000       Yes - Group       Actual/360           2
   134                        $0                   $0           No            Actual/360           2
   135                        $0                   $0           No            Actual/360           1
   136                        $0             $101,150           No            Actual/360           2
   137                        $0                   $0           No            Actual/360           3
   138                        $0                   $0           No            Actual/360           1
   139                        $0                   $0           No            Actual/360           2
   140                        $0                   $0       Yes - Group       Actual/360           1
   141                      $978               $2,936       Yes - Group       Actual/360           4
   142                        $0                   $0           No            Actual/360           1
   143                        $0                   $0           No            Actual/360           1
   144                        $0                   $0           No            Actual/360           3
   145                        $0                   $0           No            Actual/360           2
   146                        $0                   $0       Yes - Group       Actual/360           3
   147                        $0                   $0       Yes - Group       Actual/360           1
   148                        $0                   $0           No            Actual/360           1
   149                        $0                   $0       Yes - Group       Actual/360           3
   150                        $0                   $0       Yes - Group       Actual/360           1
   151                        $0                   $0       Yes - Group       Actual/360           1
   152                        $0                   $0       Yes - Group       Actual/360           1
   153                        $0                   $0           No            Actual/360           0
   154                        $0                   $0           No            Actual/360           1
   155                        $0                   $0       Yes - Group       Actual/360           0
   156                        $0                   $0       Yes - Group       Actual/360           1
   157                        $0                   $0       Yes - Group       Actual/360           1
   158                        $0                   $0       Yes - Group       Actual/360           2

                         $51,380           $2,451,273                                              2


                                 PREPAYMENT CODE(24)
MORTGAGE   ------------------------------------------------------------      YM         ADMINISTRATIVE
LOAN NO.   LO   DEF   DEF/YM1.00   YM3.00   YM2.00   YM1.00   YM   OPEN   FORMULA(25)   COST RATE (26)
--------   --   ---   ----------   ------   ------   ------   --   ----   -----------   --------------

    1      26            87                                           7          A            2.165
    2      25                                           31            4          B            2.165
    3      35                                           83            2          C            3.165
    4      27   107                                                   4                       3.165
    5      25    93                                                   2                       3.165
    6      24            92                                           4          D            2.165
    7      24    92                                                   4                       3.165
    8      24    95                                                   1                       3.165
    9      35                                           47            2          C            3.165
   10                                          24       92            4          E            3.165
   11      25    93                                                   2                       3.165
   12      35                                           47            2          C            3.165
   13      24    32                                                   4                       2.165
   14      24    92                                                   4                       3.165
   15      24    92                                                   4                       2.165
   16      40    76                                                   4                       3.165
   17      35            83                                           2          F            3.165
   18      35                                           47            2          C            5.165
   19      28    90                                                   2                       3.165
   20      24                                           92            4          G            3.165
   21      27   149                                                   4                       2.165
   22      28    90                                                   2                       3.165
   23      26    56                                                   2                       3.165
   24      25    93                                                   2                       3.165
   25      35    81                                                   4                       3.165
   26      25    93                                                   2                       3.165
   27      24                                           93            3          G            3.165
   28      35            81                                           4          F            8.165
   29      25    91                                                   4                       3.165
   30      24    93                                                   3                       3.165
   31                    91                             25            4          G            3.165
   32      25    93                                                   2                       3.165
   33      26    92                                                   2                       3.165
   34      24    93                                                   3                       3.165
   35      27    91                                                   2                       3.165
   36      25   151                                                   4                       3.165
   37      26                                           90            4          H            2.165
   38      26    91                                                   3                       2.165
   39                                                   118           2          G            3.165
   40      24    94                                                   2                       3.165
   41      27            56                                          37          F            3.165
   42      27            89                                           4          I            2.165
   43      35                                           47            2          C            3.165
   44      24    92                                                   4                       2.165
   45      25    93                                                   2                       3.165
   46      27    89                                                   4                       2.165
   47      35            81                                           4          F            8.165
   48      35            81                                           4          F            3.165
   49      35            81                                           4          F            3.165
   50      35            81                                           4          F            3.165
   51      35            81                                           4          F            3.165
   52      26    30                                                   4                       2.165
   53      27    89                                                   4                       2.165
   54                                                   116           4          G            3.165
   55      25    91                                                   4                       2.165
   56      27    89                                                   4                       7.165
   57      26    90                                                   4                       2.165
   58      23                                           93            4          J            2.165
   59      25                                           91            4          K            2.165
   60      25    91                                                   4                       2.165
   61      24    94                                                   2                       3.165
   62      26    90                                                   4                       2.165
   63      26    90                                                   4                       2.165
   64      25    94                                                   1                       3.165
   65      27    89                                                   4                       2.165
   66      25    91                                                   4                       3.165
   67                                                   118           2          G            3.165
   68                    81                             35            4          F            3.165
   69      26    90                                                   4                       2.165
   70      26    93                                                   1                       3.165
   71      25    93                                                   2                       3.165
   72      25                                           93            2          G            3.165
   73      35            81                                           4          F            3.165
   74      26    90                                                   4                       2.165
   75      26    90                                                   4                       2.165
   76      26    90                                                   4                       12.165
   77      35            81                                           4          F            8.165
   78      35            83                                           2          F            3.165
   79      25    91                                                   4                       3.165
   80      11                                           105           4          L            12.165
   81      25    93                                                   2                       3.165
   82      35    81                                                   4                       8.165
   83      35    83                                                   2                       3.165
   84      25                                           93            2          M            3.165
   85      26    89                                                   5                       2.165
   86      27    89                                                   4                       2.165
   87      26                                           90            4          H            2.165
   88      25    88                                                   7                       2.165
   89      35            81                                           4          F            8.165
   90      48                                           190           2          G            3.165
   91      26    87                                                   7                       2.165
   92      30    86                                                   4                       3.165
   93      24                                           92            4          G            3.165
   94      26                                           92            2          M            3.165
   95      35            81                                           4          F            3.165
   96      35            81                                           4          F            3.165
   97      25   153                                                   2                       3.165
   98      35            21                                           4          F            3.165
   99      25                                           93            2          M            3.165
   100     25                                           92            3          M            3.165
   101     27                                           89            4          K            2.165
   102     25    88                                                   7                       2.165
   103     35    81                                                   4                       3.165
   104     25                                           93            2          M            3.165
   105     24                                           94            2          M            3.165
   106     24                                           94            2          G            3.165
   107     25                                           93            2          M            3.165
   108     25                                           93            2          G            3.165
   109     25                                           93            2          G            3.165
   110     35    81                                                   4                       3.165
   111     35    81                                                   4                       3.165
   112     26    90                                                   4                       2.165
   113     35    83                                                   2                       3.165
   114     35    83                                                   2                       3.165
   115     35    21                                                   4                       8.165
   116     35    81                                                   4                       8.165
   117     35    81                                                   4                       3.165
   118     23                                           93            4          N            3.165
   119     23                                           93            4          N            3.165
   120     35    81                                                   4                       3.165
   121                   93                             26            1          O            3.165
   122     35    81                                                   4                       3.165
   123     35    81                                                   4                       3.165
   124     24    94                                                   2                       3.165
   125     35            81                                           4          F            6.165
   126     27    89                                                   4                       2.165
   127     35            141                                          4          F            10.165
   128     35    81                                                   4                       3.165
   129     26    90                                                   4                       2.165
   130     27            29                                           4          K            2.165
   131     25    94                                                   1                       3.165
   132     26    90                                                   4                       2.165
   133     35            81                                           4          F            8.165
   134     26    90                                                   4                       2.165
   135     35    81                                                   4                       6.165
   136     26                                           92            2          M            3.165
   137     27    89                                                   4                       2.165
   138     25                                           213           2          M            3.165
   139     26    90                                                   4                       2.165
   140     35    83                                                   2                       6.165
   141     35    81                                                   4                       3.165
   142     35    83                                                   2                       3.165
   143     25    93                                                   2                       3.165
   144     27    89                                                   4                       2.165
   145     26                                           212           2          M            3.165
   146     35            143                                          2          F            15.165
   147     35    81                                                   4                       10.165
   148     35    81                                                   4                       5.165
   149     35    81                                                   4                       5.165
   150     35    81                                                   4                       12.165
   151     35            81                                           4          F            15.165
   152     35            81                                           4          F            15.165
   153     24                                           94            2          M            3.165
   154     35            81                                           4          F            10.165
   155     35    81                                                   4                       12.165
   156     35    81                                                   4                       15.165
   157     35    81                                                   4                       15.165
   158     35            81                                           4          F            20.165

FOOTNOTES TO APPENDIX II

1    "MSMC", "BSCMI", "WFB", and "PCF II" denote, Morgan Stanley Mortgage
     Capital Inc., Bear Stearns Commercial Mortgage, Inc., Wells Fargo Bank,
     National Association, and Principal Commercial Funding II, LLC,
     respectively, as Sellers.

2    The following loan pools represent multiple properties securing a single
     mortgage loan, and are designated by Roman Numeral coding: Mortgage Loan
     Nos. 48-51, 62-63, and 74-75. For the purpose of the statistical
     information set forth in this Prospectus Supplement as to such mortgage
     loans, a portion of the aggregate Cut-off Date Balance has been allocated
     to each mortgaged property based on the respective appraised values and/or
     Underwritten Cash Flows. The following loan pools represent
     cross-collateralized/cross-defaulted properties securing multiple mortgage
     loans and are designated by identical alphabetical coding: Mortgage Loan
     Nos. 118-119. For the purpose of the statistical information set forth in
     this Prospectus Supplement as to such single-loan/multiple-property and
     cross-collateralized/cross-defaulted loan pools, certain credit statistics,
     including NOI DSCR, NCF DSCR, NCF Post IO Period DSCR, Cut-off Date LTV,
     Balloon LTV and Cut-off Date Balance per Unit or SF, are calculated on an
     aggregate basis.

3    Certain of the mortgage loans that are secured by retail properties include
     in-line and/or anchor tenant ground lease parcels in the calculation of the
     total square footage of the property.

4    In general for each mortgaged property, "Percent Leased" was determined
     based on a rent roll or lease verification letter provided by the borrower.
     "Percent Leased as of Date" indicates the date as of which "Percent Leased"
     was determined based on such information.

     With respect to Mortgage Loan No. 59, Gibson Loft / Office, the property is
     a mixed use property with a multifamily component and a retail component.
     The information presented with respect to units and percent leased is based
     on the multifamily component only. The property's multifamily component
     consists of 85 units which were 100.0% leased as of July 27, 2006. The
     property's retail component consists of 25,404 square feet, which was 89.4%
     leased as of July 27, 2006. The Cut-off Date Balance Per Unit or SF was
     calculated based on the 98 total units, 85 multifamily units and 13 retail
     spaces.

5    Certain mortgage loans are subject to a ground lease. If for any mortgage
     loan, the ground lessor has encumbered/subordinated its interest in the
     respective mortgaged property to the lien of the leasehold mortgage such
     that upon foreclosure, the lease is extinguished, the mortgage loan may be
     disclosed as a fee loan.

6    The Cut-off Date is October 1, 2006 for any mortgage loan that has a due
     date on the first day of each month. For purposes of the information
     contained in this Prospectus Supplement, we present the loans as if
     scheduled payments due in October 2006 were due on October 1, 2006, not the
     actual day on which such scheduled payments were due. The mortgage loans
     generally have a due date on the 1st of the month, except for Mortgage Loan
     No. 1, US Bancorp Tower, Mortgage Loan No. 61, Windsor Hill Crossing
     Shopping, Mortgage Loan No. 81, Catawba Village, Mortgage Loan No. 84,
     Carob Tree Apartments, Mortgage Loan No. 99, Jonesco Business Park, and
     Mortgage Loan No. 143, 101 West Main Street, which are due on the 3rd of
     the month, Mortgage Loan No. 13, Sheraton Four Points - O'Hare Airport and
     Mortgage Loan No. 38, The Logan Building, which are due on the 7th of the
     month, Mortgage Loan No. 52, Abingdon Court Townhomes and Mortgage Loan No.
     58, Washington Mutual Bank - Downey, which are due on the 8th of the month,
     and Mortgage Loan No. 2, 225 South Sixth Street, which is due on the 9th of
     the month.

     With respect to Mortgage Loan No. 2, 225 South Sixth Street, such loan is
     comprised of one of two A Notes (Notes A-1 and A-2) that are secured by the
     mortgaged property on a pari passu basis. Note A-2, with an original
     principal balance of $10,000,000, is not included in the Trust. Note A-2
     has the same interest rate, amortization schedule (IO) and maturity date as
     the Note A-1. For purposes of the information presented in this Prospectus
     Supplement with respect to Note A-1, the Underwritable NOI, Underwritable
     Cash Flow, NOI DSCR, NCF DSCR, Cut-off Date LTV, Balloon LTV and Cut-off
     Date Balance per SF reflect the total aggregate indebtedness evidenced by
     Note A-1 and Note A-2 on a combined basis.

     With respect to Mortgage Loan No. 36, Residence Inn by Marriott, the
     borrower is obligated under a tax increment financing arrangement with the
     Urban Redevelopment Authority of Pittsburgh. Under the arrangement, the
     Borrower received $5,250,000 in tax increment financing ("TIF Note") that
     is to be repaid through increased real estate taxes on the subject
     building. The obligation (assigned to National City Bank) carries interest
     at 8.2% annually and matures in December 2017. Minimum annual payments to
     be made March 15th of each year of $555,916 are guaranteed by Paul Kossman.
     The obligation is collateralized by a mortgage (fully subordinate to the
     first mortgage including standstill agreement) on the subject property and
     the adjoining assisted living facility. The Loan Documents provide for a
     cross-


                                      II-1



     default between a Borrower default under the TIF Note and the subject
     mortgage loan. The TIF Note was granted to offset the cost of the parking
     structure and site development cost and was a means to encourage economic
     development in the North Oakland Redevelopment area as set forth by the
     Pittsburgh City Planning Commission.

     With respect to Mortgage Loan No. 73, North Canyons Office Park, future
     secured subordinate debt up to $660,000 is permitted subject to various
     conditions, including, but not limited to, (i) a combined DSCR, including
     the junior loan, greater than or equal to 1.00x (based on 10% mortgage
     constant) and greater than or equal to 1.30x (based on actual mortgage
     constant); (ii) a combined LTV, including the junior loan, of 65% or less;
     (iii) the junior loan shall have a fixed interest rate, be fully amortizing
     and have maturity date not earlier than the maturity date of the subject
     first priority mortgage loan; (iv) intercreditor documentation satisfactory
     to lender and applicable rating agencies; and (v) confirmation from
     applicable rating agencies of no downgrade, withdrawal or qualification to
     current ratings resulting from such subordinate financing.

     With respect to Mortgage Loan No. 96, In-Shape Health Club, future secured
     subordinate debt up to $600,000 is permitted subject to various conditions,
     including, but not limited to, (i) a combined DSCR, including the junior
     loan, greater than or equal to 1.00x (based on 10% mortgage constant) and
     greater than or equal to 1.30x (based on actual mortgage constant); (ii) a
     combined LTV, including the junior loan, of 65% or less; (iii) the junior
     loan shall have a fixed interest rate, be fully amortizing and have
     maturity date not earlier than the maturity date of the subject first
     priority mortgage loan; (iv) intercreditor documentation satisfactory to
     lender and applicable rating agencies; and (v) confirmation from applicable
     rating agencies of no downgrade, withdrawal or qualification to current
     ratings resulting from such subordinate financing.

     With respect to Mortgage Loan No. 2, 225 South Sixth Street, the immediate
     parent company of the 225 South Sixth Street Borrower, Minneapolis 225
     Member, LLC, has obtained a mezzanine financing commitment in the amount of
     $25,000,000, from Morgan Stanley Mortgage Capital Inc. (which commitment
     may be transferred at any time). The commitment is for five years,
     including a three-year draw period. Any funds drawn pursuant to this
     commitment must be used for building tenanting costs. If the funding
     commitment is not fully utilized by the end of the third year, the borrower
     may request any remaining funds and place them into the property TI/LC
     reserve account.

     With respect to Mortgage Loan No. 21, 461 Fifth Avenue, mezzanine financing
     debt in the amount of $3,500,000 is in place.

     With respect to Mortgage Loan No. 1, the borrower is permitted to obtain
     mezzanine financing up to the amount of $28,000,000, subject to the
     execution of an intercreditor agreement and satisfaction of certain
     conditions, including but not limited to a DSCR of no less than 1.10x and
     an LTV ratio of no greater than 75%.

     With respect to Mortgage Loan No. 6, Potomac Place Shopping Center, future
     mezzanine financing debt is permitted subject to various conditions
     including the amount will not result in an aggregate LTV greater than 85%
     and DSCR less than 1.10x. The borrower may also obtain a second priority
     mortgage, subject to various conditions including, but not limited to, (i)
     an aggregate LTV (together with any mezzanine loan) not greater than 75%
     and (ii) a combined DSCR greater than 1.30x.

     With respect to Mortgage Loan No. 31, German Hill Shopping Center, the
     borrower may incur future mezzanine debt subject to restrictions and
     subordination as detailed in the loan documents including but not limited
     to (i) the amount will not result in an aggregate LTV greater than 80% and
     DSCR less than 1.20x, (ii) the lender must approve the mezzanine lender and
     financing documents, and (iii) the mezzanine lender must enter into an
     intercreditor agreement.

     With respect to Mortgage Loan No. 37, 301 East 87th Street Coop, the
     borrower may obtain an unsecured line of credit from Independence Community
     Bank without consent of Lender in amount not to exceed an aggregate 25%
     LTV.

     With respect to Mortgage Loan No. 42, Gateway Village Phase III, future
     mezzanine financing debt is permitted subject to various conditions
     including the amount will not result in an aggregate LTV greater than 80%
     and DSCR less than 1.25x.

     With respect to Mortgage Loan No. 44, 315 King Street Coop, the borrower
     may obtain an unsecured line of credit from Independence Community Bank
     without consent of Lender in amount not to exceed an aggregate 35.2% LTV.

     With respect to Mortgage Loan No. 45, 870 Harbour Way South, the borrower
     may incur future mezzanine debt subject to restrictions and subordination
     as detailed in the loan documents including but not limited to (i) the
     amount will not result in an aggregate LTV greater than 75% and DSCR less
     than 1.30x, (ii) the lender must approve the mezzanine lender and financing
     documents, and (iii) the mezzanine lender must enter into an intercreditor
     agreement.


                                      II-2



     With respect to Mortgage Loan No. 46, Trail Creek Crossing, future
     mezzanine financing debt is permitted subject to various conditions
     including the amount will not result in an aggregate LTV greater than 75%
     and DSCR less than 1.25x.

     With respect to Mortgage Loan No. 53, South Lake Center, future mezzanine
     financing debt is permitted subject to various conditions including the
     amount will not result in an aggregate LTV greater than 80% and DSCR less
     than 1.20x.

     With respect to Mortgage Loan No. 54, Gillette Industrial Building, the
     borrower may incur future mezzanine debt subject to restrictions and
     subordination as detailed in the loan documents including but not limited
     to (i) the amount will not result in an aggregate LTV greater than 75% and
     DSCR less than 1.20x, (ii) the lender must approve the mezzanine lender and
     financing documents, and (iii) the mezzanine lender must enter into an
     intercreditor agreement.

     With respect to Mortgage Loan No. 58, Washington Mutual Bank - Downey,
     future mezzanine financing debt is permitted subject to various conditions
     including the amount will not result in an aggregate LTV greater than 80%
     and DSCR less than 1.10x.

     With respect to Mortgage Loan No. 60, Plaza Sonora, future mezzanine
     financing debt is permitted subject to various conditions including the
     amount will not result in an aggregate LTV greater than 75% and DSCR less
     than 1.20x.

     With respect to Mortgage Loan No. 76, Kona International, future mezzanine
     financing debt is permitted subject to various conditions including the
     amount will not result in an aggregate LTV greater than 75% and DSCR less
     than 1.10x.

     With respect to Mortgage Loan No. 81, Catawba Village, the borrower may
     incur future mezzanine debt subject to restrictions and subordination as
     detailed in the loan documents including but not limited to (i) the amount
     will not result in an aggregate LTV greater than 65% and DSCR less than
     1.15x, (ii) the lender must approve the mezzanine lender and financing
     documents, and (iii) the mezzanine lender must enter into an intercreditor
     agreement.

     With respect to Mortgage Loan No. 86, Fairview Milwaukee Retail Center,
     future unsecured subordinate debt is permitted subject to various
     conditions including the amount will not result in an aggregate LTV greater
     than 80% and DSCR less than 1.15x. In no case shall the subordinate debt
     exceed $1,000,000.

     With respect to Mortgage Loan No. 87, Bristol House Coop, the borrower may
     obtain an unsecured line of credit from Independence Community Bank without
     consent of Lender in amount not to exceed an aggregate 40% LTV.

     With respect to Mortgage Loan No. 126, Dunnellon Retail, future mezzanine
     financing debt is permitted subject to various conditions including the
     amount will not result in an aggregate LTV greater than 80% and DSCR less
     than 1.20x.

     With respect to Mortgage Loan No. 127, 453 Ravendale Road, after August 31,
     2009, future mezzanine debt is permitted subject to various conditions,
     including but not limited to, (i) a combined DSCR greater than or equal to
     1.20x (based on actual mortgage constant); (ii) a combined LTV of 75% or
     less; (iii) intercreditor documentation satisfactory to lender; (iv)
     mezzanine lender shall satisfy rating agency criteria; (v) confirmation
     from applicable rating agencies of no downgrade, withdrawal or
     qualification to current ratings resulting from such mezzanine financing;
     and (vi) if requested by lender, lockbox agreement approved by lender.

     With respect to Mortgage Loan No. 17, The Southlands, after the defeasance
     lockout period, the borrower has the option of obtaining the release of an
     individual parcel in conjunction with partial defeasance or by paying a
     yield maintenance premium, subject to certain conditions, including, but
     not limited to, (i) payment of 120% of the allocated principal amount; (ii)
     payment of any applicable prepayment charges; (iii) the LTV of the
     remaining collateral must not exceed 65%; (iv) the DSCR of the remaining
     collateral must be at least 1.40x based on the actual loan constant; (v)
     confirmation from applicable rating agencies of no downgrade, withdrawal or
     qualification to current ratings resulting from such partial release; (vi)
     the borrower will pay all costs associated with the partial release; and
     (vii) the interest-only payments will be re-set. For the purposes of LTV
     and DSCR calculations, the outstanding loan balance after release is
     assumed to be the loan balance less the allocated loan balance of the
     released property (rather than the loan balance less the release price).

     With respect to Mortgage Loan No. 48-51, P&R Properties Portfolio, after
     the defeasance lockout period, the borrower has the option of obtaining the
     release of an individual property in conjunction with partial defeasance or
     by paying a yield maintenance premium, subject to certain conditions,
     including, but not limited to, (i) payment of 120% of the allocated
     principal amount; (ii) payment of any applicable prepayment charges; (iii)
     the LTV of the remaining collateral must not exceed 80%; (iv) the DSCR of
     the remaining collateral must be at least 1.25x based on the actual loan
     constant; (v) confirmation from applicable rating agencies of no downgrade,
     withdrawal or qualification to current ratings resulting from such partial
     release; (vi) the borrower will pay all costs associated with the partial
     release; and (vii) the interest-only payments will be re-set. For the
     purposes of LTV and DSCR calculations, the outstanding loan balance after
     release is


                                      II-3



     assumed to be the loan balance less the allocated loan balance of the
     released property (rather than the loan balance less the release price).

     With respect to Mortgage Loan Nos. 62 and 63, Cheese Works New Jersey and
     Cheese Works California, the borrower may release a property from the loan
     subject to 125% defeasance of the allocated balance of the released
     property. A release is also contingent upon a maximum 70% LTV and a DSCR
     for the remaining collateral not less than the greater of (i) the DSCR of
     the individual property prior to release and (ii) 1.40x. The loan also
     permits the borrower to prepay up to 33.33% of the loan balance without an
     associated release of property, subject to yield maintenance.

     With respect to Mortgage Loan No. 69, Altmonte Apartments, the loan
     represents two crossed notes, without release provisions, encumbering in
     aggregate 217 condominium units in a 284 residential condominium complex.

     With respect to Mortgage Loan No. 93, Stewartsboro Crossing, the borrower
     may request the release of a portion of the property up to 1.16 acres or
     50,530 square feet at any time subject to a paydown of 120% of the
     allocated principal balance plus a make whole premium and the remaining
     property must have an LTV less than 80% and a DSCR of 1.20x or greater.

     With respect to Mortgage Loan No. 108, 361 & 471 West Townline Road, the
     borrower may obtain the release of either parcel A or B subject to a
     paydown of the allocated loan amount at the time of the release plus a make
     whole premium. The release is subject to restrictions as detailed in the
     loan documents including but not limited to (i) a paydown of 120% of the
     allocated loan amount of parcel A and an LTV on the remaining property not
     exceeding 50% or (ii) a paydown of 105% of the allocated loan amount of
     parcel B and an LTV on the remaining property not exceeding 70%.

     With respect to Mortgage Loan Nos. 118-119, 721 Main Street & 17502
     Hawthorne Boulevard, the borrower may obtain a release of any property
     subject to the satisfaction of certain requirements and conditions set
     forth in the loan documents including, but not limited to the following:
     (i) the payment of any applicable prepayment premiums and (a) with respect
     to the release of 721 Main Street, 100% of the allocated loan amount for
     721 Main Street and 25% of the allocated loan amount for 17502 Hawthorne
     Boulevard (b) with respect to the release of 17502 Hawthorne Boulevard,
     100% of the allocated loan amount for 17502 Hawthorne Boulevard and 25% of
     the allocated loan amount for 721 Main Street, (ii) the LTV immediately
     following the release is not greater than 65%, and (iii) the DSCR
     immediately following the release is at least equal to or greater than
     1.30x (based on a 7.88% constant).

     With respect to Mortgage Loan No. 84, Carob Tree Apartments, the borrower
     shall 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 make whole premium
     to a level in which the DSCR is 1.36x or greater.

7    The "Grace Period" shown is grace period to charge late interest. Certain
     states may have provisions that allow for longer grace periods than those
     shown, which are based on the mortgage loan documents.

8    The "Original Amort. Term" shown is the basis for determining the fixed
     monthly principal and interest payment as set forth in the related note.
     Due to the Actual/360 interest calculation methodology applied to most
     mortgage loans, the actual amortization to a zero balance for such loans
     will be longer.

9    The indicated NOI DSCR and NCF DSCR reflect current scheduled payments as
     of the Cut-off Date for all mortgage loans.

10   The indicated NCF Post IO Period DSCR reflects scheduled payments after any
     applicable partial interest only periods.

11   "Valuation Date" refers to the date as of which the related appraised value
     applies (also known as the "value as-of date").

12   "Largest Tenant" refers to the tenant that represents the greatest
     percentage of the total square footage at the mortgaged property, "Second
     Largest Tenant" refers to the tenant that represents the second greatest
     percentage of the total square footage and "Third Largest Tenant" refers to
     the tenant that represents the third greatest percentage of the total
     square footage at the mortgaged property. In certain cases, the data for
     tenants occupying multiple spaces include square footage only from the
     primary spaces sharing the same expiration date, and may not include minor
     spaces with different expiration dates.

     With respect to Mortgage Loan No. 72, 261 West Townline Road, Walgreen Co.
     has a 75-year lease, but has an option to terminate the lease at the end of
     year 25 and every 5 years thereafter with 6 months notice.

     With respect to Mortgage Loan No. 135, Walgreen's - Oregon, Walgreen Co.
     has a 75-year lease, but has an option to terminate the lease at the end of
     year 25 and every 5 years thereafter with 6 months notice.


                                      II-4



13   For "Capital Expenditure Escrow in Place" identified as "Yes," collections
     may occur at one time or be ongoing. In certain instances, the amount of
     the escrow may be capped or collected only for certain periods of such
     mortgage loan and/or may not be replenished after a release of funds.

14   For "TI/LC Escrow in Place" identified as "Yes," collections may occur at
     one time or be ongoing. In certain instances the amount of the escrow may
     be capped or collected only for certain periods of time and/or may not be
     replenished after a release of funds. The weighted average percentage of
     mortgage loans disclosed as having TI/LC cash or letter of credit balances
     in place considers only mortgage loans on commercial-type properties,
     excluding hospitality, multifamily, manufactured housing community, self
     storage and certain other mortgaged properties.

15   "Other Escrow Description" indicates any other types of escrow required, or
     in certain cases letters of credit required, other than Insurance, Tax,
     Capital Expenditure and TI/LC. In certain cases, the letter of credit may
     represent additional security from a tenant, and may therefore be
     relinquished when such tenant leaves the property at lease expiration.

     With respect to Mortgage Loan No. 59, Gibson Loft / Office, the borrower
     has deposited $100,000 into a joint Capital Expenditure / TI/LC account and
     is required to deposit $2,626 monthly into the joint account. This joint
     escrow is reflected as an Other Escrow. The current balance of the Capital
     Expenditure / TI/LC account is $100,000.

16   "Springing Escrow Description" indicates the type of escrow required to be
     funded in the future and/or upon the occurrence of certain future events as
     outlined in the respective loan documents.

17   "Initial Capital Expenditure Escrow Requirement" indicates the amount
     designated for Capital Expenditure Escrow, or in certain cases the letter
     of credit, that was deposited at loan closing.

18   "Monthly Capital Expenditure Escrow Requirement" indicates the monthly
     amount designated for Capital Expenditure Escrow in the loan documents for
     such mortgage loan. In certain cases, the amount of the escrow may be
     capped or collected only for certain periods of time or under certain
     conditions.

19   "Current Capital Expenditure Escrow Balance" indicates the balance or, in
     certain cases, a letter of credit, in place as of the August, 2006 due
     dates for the MSMC mortgage loans, and as of the September, 2006 due dates
     for the BSCMI, WFB, and PCF II mortgage loans.

20   "Initial TI/LC Escrow Requirement" indicates the amount designated for
     Tenant Improvements and Leasing Commissions Escrow or in certain cases the
     letter of credit that was deposited at loan closing.

21   "Monthly TI/LC Escrow Requirement" indicates the monthly amount designated
     for Tenant Improvements and Leasing Commissions Escrow in the loan
     documents for such mortgage loan. In certain instances, the amount of the
     escrow may be capped or collected only for certain periods of time or under
     certain conditions.

22   "Current TI/LC Escrow Balance" indicates the balance or, in certain cases,
     a letter of credit, in place as of the August, 2006 due dates for the MSMC
     mortgage loans, and as of the September, 2006 due dates for the BSCMI, WFB,
     and PCF II mortgage loans.

23   "Seasoning" represents the number of payments elapsed from the earlier of
     the "First Payment Date (P&I)" or "First Payment Date (IO)" to the Cut-off
     Date.

24   The "Prepayment Code" includes the number of loan payments from the first
     Due Date to the stated maturity. "LO" represents the lockout period. "DEF"
     represents defeasance. "DEF/YM1.00" represents either defeasance or the
     greater of yield maintenance and 1.00%, generally at the option of the
     borrower. "YM2.00" represents the greater of yield maintenance and 2.00%.
     "YM1.00" represents the greater of yield maintenance and 1.00%. "YM"
     represents yield maintenance. "Open" represents the number of payments,
     including the maturity date, at which principal prepayments are permitted
     without payment of a prepayment premium. For each mortgage loan, the number
     set forth under a category of "Prepayment Code" represents the number of
     payments in the Original Term to Maturity for which such provision applies.
     See Footnotes 25 and 27 for additional prepayment information.

25   Mortgage loans with associated Yield Maintenance prepayment premiums are
     categorized according to unique Yield Maintenance formulas. There are
     fifteen different Yield Maintenance formulas represented by the loans in
     the subject mortgage loan pool. The different formulas are referenced by
     the letters "A", "B", "C", "D", "E", "F", "G", "H", "I", "J", "K", "L",
     "M", "N" and "O". Any exceptions to these formulas are shown below such
     formulas. Summaries of the fifteen formulas are listed beginning on page
     II-9.


                                      II-5



26   The "Administrative Cost Rate" indicated for each mortgage loan will be
     calculated based on the same interest accrual method applicable to each
     mortgage loan.

27   Each of the following mortgage loans is structured with a performance
     holdback or letter of credit ("LOC") subject to achievement of certain
     release conditions. The release conditions are referenced by numbers 1-12,
     which are summarized immediately below the table. The amount of the
     holdback was escrowed, or the letter of credit was established, for each
     mortgage loan at closing. Many of the loans with reserves and reserve
     agreements in place permit or require the amount in the reserve (or
     proceeds of the letter of credit) to be applied to outstanding loan amounts
     in the event of a default. The mortgage loans referenced in this paragraph
     do not include all such loans, but rather only those loans which permit or
     require the application of the reserve (or proceeds of the letter of
     credit) to the balance of the mortgage loan if the mortgaged property does
     not achieve a specified level of financial performance in accordance with
     the terms of the respective reserve agreements. Although generally the
     mortgage loans prohibit voluntary partial prepayment, the following
     mortgage loans may require partial prepayments:



Mtg.                                             Escrowed Holdback          Escrow or LOC     Outside
Loan                                            or Letter of Credit            Release          Date       Prepayment Premium
 No.                Property Name                  Initial Amount             Conditions    for Release        Provisions
-----   -------------------------------------   -------------------         -------------   -----------   -------------------

  27    Meadow Creek Apartments                        $    600,000              1           10/01/2008   Greater of 1% or YM
  30    Log Hill Run                                   $    656,250              2           09/01/2008   Greater of 1% or YM
  34    Burlington Coat Factory Retail Center          $     50,000              3           03/01/2007   Greater of 1% or YM
48-51   P&R Properties Portfolio                       $275,000(LOC)             4            8/15/2007   Greater of 1% or YM
  54    Gillette Industrial Building                   $    120,000              5           01/27/2007   Greater of 1% or YM
  90    5226 Hwy 153                                   $     31,000              6           02/28/2007   Greater of 1% or YM
  94    7950 Troon Circle                              $     28,625              7           07/01/2007   Greater of 1% or YM
 104    Oaks Auto Center                               $     19,625              8           08/10/2007   Greater of 1% or YM
 114    Woodland Harvest Square                        $    750,000              9            8/31/2008   Greater of 1% or YM
 122    Highlander Apartments                          $    132,500             10            12/1/2006*  Greater of 1% or YM
 133    Home Depot Shops                               $    100,000             11            7/28/2008           None
 137    Lancaster Apartments                           $     12,537             12            6/21/2007   Greater of 1% or YM


*    Subject to extension

     All yield maintenance premiums indicated above are to be paid by the
     borrower.


                                      II-6



RELEASE CONDITIONS

1    Borrower shall furnish evidence that the premises has at least 93% physical
     occupancy, underwritten net cash flow is at least $997,760, monthly rental
     collections are at least $113,558; title endorsement; certificate of
     occupancy; a statement from an architect, contractor or engineering
     consultant stating the Phase III space has been completed according to
     plans; and lien waivers for completed Phase III space.

2    Borrower furnishes to Lender written disbursement request; lien waivers;
     certificate of occupancy; title endorsement; evidence that the work has
     been completed in accordance with all permits, bonds, licenses, approvals
     required by law; and a statement from an architect, contractor or
     engineering consultant to the extent and cost of the repairs or a copy of
     the construction contract and any change orders. In addition, the lender
     has inspected or waived right to inspection.

3    Borrower furnishes to Lender written disbursement request; lien waivers;
     title endorsement; photographs that evidence that the work has been
     completed; and written proof from IVI International Inc. indicating
     satisfactory completion of deferred maintenance.

4    Borrower furnishes to Lender a written disbursement request accompanied by
     a rent roll and other satisfactory evidence indicating that the Property
     has an economic occupancy of 90% or greater, and each tenant shall be open
     for business in accordance with the terms of its respective lease; the
     property referred to as Clinton Corners Retail has an economic occupancy of
     90% or greater; an estoppel certificate acknowledging, among other things,
     the lease is in full force and effect with no default thereunder, all
     required tenant improvements have been completed and accepted, and Tenant
     is in occupancy, operating its business and paying rent; and evidence
     indicating that the Property has achieved a DSCR of not less than 1.20x
     (based on the actual loan constant). If not satisfied by the outside date
     for release, Lender will first apply Letter of Credit proceeds to reimburse
     Lender for costs incurred with said Letter of Credit and then to prepayment
     of the principal balance, upon which there will be a reamortization of the
     loan. Borrower will be responsible for any associated prepayment charge.

5    Borrower furnishes to Lender written disbursement request; lien waivers;
     title endorsement; evidence that the Seismic Improvements have been
     completed in accordance with all permits, bonds, licenses, approvals
     required by law; a statement from an architect, contractor or engineering
     consultant to the extent and cost of the repairs or a copy of the
     construction contract and any change orders; and a statement from the
     seismic engineer that the Seismic Improvements have been completed in a
     good and workmanlike manner and confirmation that the post-retrofit PML is
     less than 20%.

6    Borrower furnishes to Lender written disbursement request; lien waivers;
     title endorsement; evidence that the work has been completed in accordance
     with all permits, bonds, licenses, approvals required by law; and a
     statement from an architect, contractor or engineering consultant to the
     extent and cost of the repairs or a copy of the construction contract and
     any change orders; fully executed lease(s) with terms acceptable to Lender;
     lessee's estoppel certificate, including among other things, the lessee's
     occupancy, unconditional acceptance of the improvements, the expiration of
     all rental deferrals and the commencement of consecutive monthly rental
     payments and a certificate of occupancy. In addition, the lender has
     inspected or waived right to inspection and the borrower will furnish the
     agreement with the broker/agent and an estoppel certificate(s) for leasing
     commissions.

7    Borrower furnishes to Lender written disbursement request; lien waivers;
     title endorsement; evidence that the work has been completed in accordance
     with all permits, bonds, licenses, approvals required by law; and a
     statement from an architect, contractor or engineering consultant to the
     extent and cost of the repairs or a copy of the construction contract and
     any change orders. In addition, the lender has inspected or waived right to
     inspection.

8    Borrower furnishes to Lender written disbursement request; lien waivers;
     title endorsement; evidence that the work has been completed in accordance
     with all permits, bonds, licenses, approvals required by law; and a
     statement from an architect, contractor or engineering consultant to the
     extent and cost of the repairs or a copy of the construction contract and
     any change orders; paid invoice and photos showing deferred maintenance is
     completed. In addition, the lender has inspected or waived right to
     inspection and the borrower will furnish the agreement with the
     broker/agent and an estoppel certificate(s) for leasing commissions.


                                      II-7



9    Borrower furnishes to Lender a written disbursement request detailing the
     tenant space; a copy of the signed lease on terms acceptable to lender; an
     estoppel certificate acknowledging, among other things, the lease is in
     full force and effect, Tenant is in occupancy and paying rent; and provide
     evidence acceptable to lender that the Property has achieved a minimum
     annual rent. If not satisfied by the outside date for release, or, subject
     to certain conditions following the Borrower's written request, Lender will
     first apply any portion of the Holdback to reimburse Lender for costs
     incurred with said impound and then to prepayment of the principal balance.
     Borrower will be responsible for any associated lender and prepayment
     charges.

10   Borrower furnishes to Lender on a monthly basis a written disbursement
     request, including a detailed description and cost allocation of capital
     improvements covered by the disbursement request and certification that
     work completed is in a lien-free and workmanlike manner. If required by
     lender, the Borrower shall provide such other evidence, including but not
     limited to a lender approved inspection report, to support the completion
     of capital improvements. If not satisfied by the outside date for release,
     Lender may, at its option, extend the period for that completion at
     Borrower's written request; arrange for the completion of remaining work
     and apply funds from the capital improvements reserve; and / or apply a
     portion of the capital improvements reserve to prepayment of the loan, upon
     which there shall not be a reamortization of the loan. In the event of a
     prepayment, the Borrower will be responsible for any associated prepayment
     charge.

11   Borrower furnishes to Lender a written disbursement request detailing the
     tenant space; a copy of the signed lease on terms acceptable to lender; an
     estoppel certificate acknowledging, among other things, the lease is in
     full force and effect with no default thereunder, all required tenant
     improvements have been completed and accepted, Tenant is in occupancy,
     operating its business and paying rent; and no default shall exist under
     the loan documents; provided the Property is 100% occupied and the Borrower
     is able to provide evidence indicating that the Property has achieved a
     DSCR of not less than 1.30x (based on the actual loan constant). If not
     satisfied by the outside date for release, Lender may, at its option, apply
     any remaining portion of the reserves to prepay the loan, and/or elect to
     hold any remaining funds in the General TI reserve account. In the event of
     a prepayment, the Borrower will be responsible for any associated lender
     fees.

12   If Borrower fails to use the entirety of the Replacement Reserve Initial
     Deposit ($12,357), by the Replacement Reserve Initial Deposit Completion
     Date (June 21, 2007), Lender, at Lender's discretion, may prepay a portion
     of the Debt in an amount equal to the remaining Replacement Reserve Initial
     Deposit plus 1% of the portion of the debt prepaid or an amount equal to
     (x) the present value as of the prepayment date of the Calculated Payments
     from the Prepayment Date through the Effective Maturity Date determined by
     discounting such payments at the Discount Rate (YM Treasury Rate) over (y)
     the outstanding balance of the Note.


                                      II-8



YIELD MAINTENANCE FORMULAS

A    "Yield Maintenance Premium" shall mean, with respect to any voluntary
     prepayment of the Loan after the Release Date and any payment of principal
     during the continuance of an Event of Default, the product of: (a) a
     fraction whose numerator is the amount so paid and whose denominator is the
     outstanding principal balance of the Loan before giving effect to such
     payment, times (b) the excess of (1) the sum of the respective present
     values, computed as of the date of such prepayment, of the remaining
     scheduled payments of principal and interest at the Interest Rate with
     respect to the Loan (assuming no acceleration of the Loan and assuming that
     the Loan is prepaid on the sixth (6th) Payment Date prior to the Maturity
     Date, and treating such prepayment as if it were a scheduled payment of
     principal), determined by discounting such payments to the date on which
     such payments are made at the Treasury Constant Yield plus twenty-five (25)
     basis points, over (2) the outstanding principal balance of the Loan on
     such date immediately prior to such payment; provided that the Yield
     Maintenance Premium with respect to any payment of principal prior to the
     Release Date resulting from an Event of Default shall not be less than two
     percent (2%) of the amount prepaid. The calculation of the Yield
     Maintenance Premium shall be made by Lender and shall, absent manifest
     error, be final, conclusive and binding upon all parties.


                                      II-9



B    "Yield Maintenance Premium" shall mean an amount equal to the greater of:
     (i) one percent (1%) of the principal amount of the Loan being prepaid or
     (ii) the present value as of the Prepayment Date of the Calculated Payments
     from the Prepayment Date through the Permitted Prepayment Date determined
     by discounting such payments at the Discount Rate. As used in this
     definition, the term "Prepayment Date" shall mean the date on which
     prepayment is made. As used in this definition, the term "Calculated
     Payments" shall mean the monthly payments of interest only which would be
     due based on the principal amount of the Loan being prepaid on the
     Prepayment Date and assuming an interest rate per annum equal to the
     difference (if such difference is greater than zero) between (y) the
     Initial Interest Rate and (z) the Yield Maintenance Treasury Rate. As used
     in this definition, the term "Discount Rate" shall mean the rate which,
     when compounded monthly, is equivalent to the Yield Maintenance Treasury
     Rate, when compounded semi annually. As used in this definition, the term
     "Yield Maintenance Treasury Rate" shall mean the yield calculated by Lender
     by the linear interpolation of the yields, as reported in the Federal
     Reserve Statistical Release H.15 Selected Interest Rates under the heading
     U.S. Government Securities/Treasury Constant Maturities for the week ending
     prior to the Prepayment Date, of U.S. Treasury Constant Maturities with
     maturity dates (one longer or one shorter) most nearly approximating the
     Permitted Prepayment Date. In the event Release H.15 is no longer
     published, Lender shall select a comparable publication to determine the
     Yield Maintenance Treasury Rate. In no event, however, shall Lender be
     required to reinvest any prepayment proceeds in U.S. Treasury obligations
     or otherwise.


                                     II-10



C    Except as otherwise provided herein, Borrower shall not have the right to
     prepay the Loan in whole or in part prior to the Permitted Prepayment Date.
     On or after the Permitted Prepayment Date, Borrower may, provided it has
     given Lender prior written notice in accordance with the terms of this
     Agreement, prepay the unpaid principal balance of the Loan in whole, but
     not in part, by paying, together with the amount to be prepaid, (i)
     interest accrued and unpaid on the outstanding principal balance of the
     Loan being prepaid to and including the date of prepayment, (ii) unless
     prepayment is tendered on a Payment Date, an amount equal to the interest
     that would have accrued on the amount being prepaid after the date of
     prepayment through and including the next Payment Date had the prepayment
     not been made (which amount shall constitute additional consideration for
     the prepayment), (iii) all other sums then due under this Agreement, the
     Note, the Mortgage and the other Loan Documents, and (iv) if prepayment
     occurs prior to the Payment Date which is one month prior to the Maturity
     Date(1), a prepayment consideration (the "Prepayment Consideration") equal
     to the greater of (A) one percent (1%) of the outstanding principal balance
     of the Loan being prepaid or (B) the excess, if any, of (1) the sum of the
     present values of all then-scheduled payments of principal and interest
     under this Agreement including, but not limited to, principal and interest
     on the Maturity(2) Date (with each such payment discounted to its present
     value at the date of prepayment at the rate which, when compounded monthly,
     is equivalent to the Prepayment Rate), over (2) the outstanding principal
     amount of the Loan. Lender shall notify Borrower of the amount and the
     basis of determination of the required prepayment consideration.

     "Prepayment Rate" shall mean the bond equivalent yield (in the secondary
     market) on the United States Treasury Security that as of the Prepayment
     Rate Determination Date has a remaining term to maturity closest to, but
     not exceeding, the remaining term of the Note to its Maturity Date, as most
     recently published in the "Treasury Bonds, Notes and Bills" section in The
     Wall Street Journal as of the date of the related tender of the payment. If
     more than one issue of United States Treasury Securities has the remaining
     term to the Maturity Date referred to above, the "Prepayment Rate" shall be
     the yield on the United States Treasury Security most recently issued as of
     such date. If the publication of the Prepayment Rate in The Wall Street
     Journal is discontinued, Lender shall determine the Prepayment Rate on the
     basis of "Statistical Release H.15(519), Selected Interest Rates," or any
     successor publication, published by the Board of Governors of the Federal
     Reserve System, or on the basis of such other publication or statistical
     guide as Lender may reasonably select.

     "Prepayment Rate Determination Date" shall mean the date which is five (5)
     Business Days prior to the prepayment date.

--------------------------------------------------------------------------------
     NOTES:

     (1)  With respect to Mortgage Loan No. 18, Honey Creek Commons, delete "if
          prepayment occurs prior to the Payment Date which is one month prior
          to the Maturity Date."

     (2)  With respect to Mortgage Loan No. 18, Honey Creek Commons, delete
          "Maturity" and insert "Anticipated Repayment."
--------------------------------------------------------------------------------


                                     II-11



D    "Yield Maintenance Premium" shall mean an amount equal to the greater of:
     (i) one percent (1%) of the principal amount of the Loan being prepaid or
     (ii) the present value as of the Prepayment Date of the Calculated Payments
     from the Prepayment Date through the Maturity Date determined by
     discounting such payments at the Discount Rate. As used in this definition,
     the term "Prepayment Date" shall mean the date on which prepayment is made.
     As used in this definition, the term "Calculated Payments" shall mean the
     monthly payments of interest only which would be due based on the principal
     amount of the Loan being prepaid on the Prepayment Date and assuming an
     interest rate per annum equal to the difference (if such difference is
     greater than zero) between (y) the Interest Rate and (z) the Yield
     Maintenance Treasury Rate. As used in this definition, the term "Discount
     Rate" shall mean the rate which, when compounded monthly, is equivalent to
     the Yield Maintenance Treasury Rate, when compounded semi-annually. As used
     in this definition, the term "Yield Maintenance Treasury Rate" shall mean
     the yield calculated by Lender by the linear interpolation of the yields,
     as reported in the Federal Reserve Statistical Release H.15-Selected
     Interest Rates under the heading U.S. Government Securities/Treasury
     Constant Maturities for the week ending prior to the Prepayment Date, of
     U.S. Treasury Constant Maturities with maturity dates (one longer or one
     shorter) most nearly approximating the Maturity Date. In the event Release
     H.15 is no longer published, Lender shall select a comparable publication
     to determine the Yield Maintenance Treasury Rate. In no event, however,
     shall Lender be required to reinvest any prepayment proceeds in U.S.
     Treasury obligations or otherwise.


                                     II-12



E    Borrower may, provided it has given Lender prior written notice in
     accordance with the terms of this Note, prepay the unpaid principal balance
     of this Note in whole, but not in part, by paying, together with the amount
     to be prepaid, (a) interest accrued and unpaid on the portion of the
     principal balance of this Note being prepaid to and including the date of
     prepayment, (b) unless prepayment is tendered on the first day of a
     calendar month, an amount equal to the interest that would have accrued on
     the amount being prepaid after the date of prepayment through and including
     the last day of the calendar month in which the prepayment occurs had the
     prepayment not been made (which amount shall constitute additional
     consideration for the prepayment), (c) all other sums then due under this
     Note, the Security Instrument and the Other Security Documents, and, if the
     date on which prepayment is made is before the Monthly Payment Date that is
     three (3) calendar months before the Optional Prepayment Date, (d) a
     prepayment consideration (the "Prepayment Consideration") equal to the
     greater of (i) the Target Yield Maintenance Amount (as defined below), and
     (ii) the excess, if any, of (A) the sum of the present values of all
     then-scheduled payments of principal and interest under this Note
     including, but not limited to, principal and interest on the Optional
     Prepayment Date (with each such payment discounted to its present value at
     the date of prepayment at the rate which, when compounded monthly, is
     equivalent to the Prepayment Rate (hereinafter defined)), over (B) the
     principal amount of this Note being prepaid.

     "Target Yield Maintenance Amount" shall mean, prior to the date that is two
     (2) years subsequent to the date of securitization of the Loan, two percent
     (2%) of the principal balance of the Note being prepaid, on and/or after
     such date, one percent (1%) of the principal balance of the Note being
     prepaid.


                                     II-13



F    BASIC CHARGE.

     Except as provided below, if this Note is prepaid prior to the Open Period
     Start Date, whether such prepayment is voluntary, involuntary or upon
     acceleration of the principal amount of this Note by Lender following a
     Default, Borrower shall pay to Lender on the prepayment date (in addition
     to all other sums then due and owing to Lender under the Loan Documents) a
     prepayment charge equal to the greater of the following two amounts:

     (i)  an amount equal to 1% of the amount prepaid; or

     (ii) an amount equal to (a) the amount, if any, by which the sum of the
          present values as of the prepayment date of all unpaid principal and
          interest payments required under this Note, calculated by discounting
          such payments from their respective Due Dates (or, with respect to the
          payment required on the Maturity Date, from Maturity Date) back to the
          prepayment date at a discount rate equal to the Periodic Treasury
          Yield (defined below) exceeds the outstanding principal balance of the
          Loan as of the prepayment date, multiplied by (b) a fraction whose
          numerator is the amount prepaid and whose denominator is the
          outstanding principal balance of the Loan as of the prepayment date.

     For purposes of the foregoing, "Periodic Treasury Yield" means (x) the
     annual yield to maturity of the actively traded non-callable United States
     Treasury fixed interest rate security (other than any such security which
     can be surrendered at the option of the holder at face value in payment of
     federal estate tax or which was issued at a substantial discount) that has
     a maturity closest to (whether before, on or after) the Maturity Date (or
     if two or more such securities have maturity dates equally close to the
     Maturity Date, the average annual yield to maturity of all such
     securities), as reported in The Wall Street Journal or other authoritative
     publication or news retrieval service on the fifth Business Day preceding
     the prepayment date, divided by (y) 12, if the Due Dates are monthly, or 4,
     if Due Dates are quarterly. (1)

     ADDITIONAL CHARGE.

     If this Note is prepaid on any day other than a Due Date, whether such
     prepayment is voluntary, involuntary or upon full acceleration of the
     principal amount of this Note by Lender following a Default, Borrower shall
     pay to Lender on the prepayment date (in addition to the basic prepayment
     charge described in the section above and all other sums then due and owing
     to Lender under this Note and the other Loan Documents) an additional
     prepayment charge equal to the interest which would otherwise have accrued
     on the amount prepaid (had such prepayment not occurred during the period
     from and including the prepayment date to and including the last day of the
     month in which the prepayment occurred.

     EXCLUSION.

     Notwithstanding the foregoing, no prepayment charge of any kind shall apply
     in respect to any prepayment resulting from Lender's application of any
     insurance proceeds or condemnation awards to the outstanding principal
     balance of the Loan.

--------------------------------------------------------------------------------
     NOTES:

     (1)  With respect to Mortgage Loan No. 28, City National Bank Building,
          notwithstanding the foregoing, if this Note is prepaid on or after
          October 1, 2013, the prepayment charge calculated above shall be
          calculated by adding fifty basis points to the Periodic Treasury
          Yield.
--------------------------------------------------------------------------------


                                     II-14



G    LOAN PREPAYMENT

     "Make Whole Premium" means the greater of one percent (1%) of the
     outstanding principal amount of the Loan or a premium calculated as
     provided in subparagraphs (1)-(3) below:

          (1)  Determine the "Reinvestment Yield." The Reinvestment Yield will
               be equal to the yield on the * U.S. Treasury Issue (1) (2)
               ("Primary Issue") published one week prior to the date of
               prepayment and converted to an equivalent monthly compounded
               nominal yield. (3) In the event there is no market activity
               involving the Primary Issue at the time of prepayment, the Lender
               shall choose a comparable Treasury Bond, Note or Bill ("Secondary
               Issue") which the Lender reasonably deems to be similar to the
               Primary Issue's characteristics (i.e., rate, remaining time to
               maturity, yield).

          *At this time there is not a U.S. Treasury Issue for this prepayment
          period. At the time of prepayment, Lender shall select in its sole and
          absolute discretion a U.S. Treasury Issue with similar remaining time
          to (4) maturity as the Note.

          (2)  Calculate the "Present Value of the Loan." The Present Value of
               the Loan is the present value of the payments to be made in
               accordance with the Note (all installment payments and any
               remaining payment due on the (5) Maturity Date) discounted at the
               Reinvestment Yield for the number of months remaining from the
               date of prepayment to the (5) Maturity Date.

          (3)  Subtract the amount of the prepaid proceeds from the Present
               Value of the Loan as of the date of prepayment. Any resulting
               positive differential shall be the premium.

     "Open Period" means the period beginning with the payment date in that
     month which is (6) (7) one month prior to the (5) Maturity Date.

     Borrower shall not have the right or privilege to prepay all or any portion
     of the unpaid principal balance of the Note until the Open Period. From and
     after such date, provided there is no Event of Default, the principal
     balance of the Note may be prepaid, at par, in whole but not in part, upon:
     (a) not less than 30 days prior written notice to Lender specifying the
     date on which prepayment is to be made, which prepayment must occur no
     later than the fifth day of any such month unless Borrower pays to Lender
     all interest that would have accrued for the entire month in which the Note
     is prepaid absent such prepayment. (8) If prepayment occurs on a date other
     than a scheduled monthly payment date, Borrower shall make the scheduled
     monthly payment in accordance with the terms of the Note, regardless of any
     prepayment; (b) payment of all accrued and unpaid interest on the
     outstanding principal balance of the Note to the date on which prepayment
     is to be made; and (c) payment of all other Indebtedness then due under the
     Loan Documents. Lender shall not be obligated to accept any prepayment of
     the principal balance of the Note unless it is accompanied by all sums due
     in connection therewith;

     In addition, Borrower shall have the right to prepay the unpaid principal
     balance (9) after the Lockout Date in accordance with the terms above
     provided, however that such prepayment which is prior to the Open Period
     will require the payment of the Make Whole Premium. (10) (11) (12)


                                     II-15



--------------------------------------------------------------------------------
     NOTES:

     (1)  With respect to Mortgage Loan No. 90, 5226 Hwy 153, delete the
          following:

               "("Primary Issue") published one week prior to the date of
               prepayment and converted to an equivalent monthly compounded
               nominal yield. In the event there is no market activity involving
               the Primary Issue at the time of prepayment, the Lender shall
               choose a comparable Treasury Bond, Note or Bill ("Secondary
               Issue") which the Lender reasonably deems to be similar to the
               Primary Issue's characteristics (i.e., rate, remaining time to
               maturity, yield).

               At this time there is not a U.S. Treasury Issue for this
               prepayment period. At the time of prepayment, Lender shall select
               in its sole and absolute discretion a U.S. Treasury Issue with
               similar remaining time to maturity as the Note."

               Insert the following:

               "selected by Lender, published one week prior to the date of
               prepayment, most equal in maturity to the remaining "Weighted
               Average Life to Maturity" (defined below) as of the date of
               prepayment. The published yield shall be converted to an
               equivalent monthly compounded nominal yield.

               The "Weighted Average Life to Maturity" with respect to this Note
               means, at the date of prepayment, the number of years obtained by
               dividing the "Remaining Dollar-years" of this Note by the
               outstanding principal amount hereof. "Remaining Dollar-years"
               means the sum of the product obtained by multiplying (A) the
               amount of each then remaining required principal repayment
               (including repayment of any principal at the due date of this
               Note) by (B) the number of years (rounded to the nearest
               one-twelfth) which will elapse between the date of prepayment and
               the date such required payment is due."

     (2)  With respect to Mortgage Loan No. 93, Stewartsboro Crossing, Mortgage
          Loan No. 106, 5102 Calle del Sol, and Mortgage Loan No. 109, 80-110
          Vinings Drive, delete

               "("Primary Issue") published one week prior to the date of
               prepayment and converted to an equivalent monthly compounded
               nominal yield. In the event there is no market activity involving
               the Primary Issue at the time of prepayment, the Lender shall
               choose a comparable Treasury Bond, Note or Bill ("Secondary
               Issue") which the Lender reasonably deems to be similar to the
               Primary Issue's characteristics (i.e., rate, remaining time to
               maturity, yield).

               *At this time there is not a U.S. Treasury Issue for this
               prepayment period. At the time of prepayment, Lender shall select
               in its sole and absolute discretion a U.S. Treasury Issue with
               similar remaining time to maturity as the Note."

               Insert the following:

               "with similar remaining time to the Maturity Date as reasonably
               selected by the Lender within one week prior to the date of
               prepayment and converted to an equivalent monthly compounded
               nominal yield, or in the event there is no market activity
               involving the U.S. Treasury Issue at the time of prepayment, the
               Lender shall choose a comparable Treasury Bond, Note or Bill
               which the Lender reasonably deems to be similar to the U.S.
               Treasury Issues's characteristics (i.e., rate, remaining time to
               maturity, yield)."

     (3)  With respect to Mortgage Loan No. 39, 6550 Dumbarton Circle, delete
          "In the event there is no market activity involving the Primary Issue
          at the time of prepayment, the Lender shall choose a comparable
          Treasury Bond, Note or Bill ("Secondary Issue") which the Lender
          reasonably deems to be similar to the Primary Issue's characteristics
          (i.e., rate, remaining time to maturity, yield)."

     (4)  With respect to Mortgage Loan No. 72, 261 West Townline Road, Mortgage
          Loan No. 108, 361 & 471 West Townline Road, delete "maturity as the
          Note" and insert "maturity of the U.S. Treasury Issue as to the time
          remaining to the Anticipated Repayment Date in the Note"

     (5)  With respect to Mortgage Loan No. 72, 261 West Townline Road, Mortgage
          Loan No. 108, 361 & 471 West Townline Road, delete "Maturity Date" and
          insert "Anticipated Repayment Date"

     (6)  With respect to Mortgage Loan No. 27, Meadow Creek Apartments, delete
          "one (1) month" and insert "two (2) months"
--------------------------------------------------------------------------------


                                     II-16



--------------------------------------------------------------------------------
     NOTES:

     (7)  With respect to Mortgage Loan No. 20, Lee Harrison Center, Mortgage
          Loan No. 31, German Hill Shopping Center, Mortgage Loan No. 54,
          Gillette Industrial Building, Mortgage Loan No. 93, Stewartsboro
          Crossing, delete "one (1) month" and insert "three (3) months"

     (8)  With respect to Mortgage Loan No. 93, Stewartsboro Crossing, Mortgage
          Loan No. 106, 5102 Calle del Sol, and Mortgage Loan No. 109, 80-110
          Vinings Drive, delete "If prepayment occurs on a date other than a
          scheduled monthly payment date, Borrower shall make the scheduled
          monthly payment in accordance with the terms of the Note, regardless
          of any prepayment;"

     (9)  With respect to Mortgage Loan No. 31, German Hill Shopping Center,
          Mortgage Loan No. 39, 6550 Dumbarton Circle, Mortgage Loan No. 54,
          Gillette Industrial Building, and Mortgage Loan No. 67, Towne Centre
          Village Retail Center, delete "after the Lockout Date"

     (10) With respect to Mortgage Loan No. 72, 261 West Townline Road, Mortgage
          Loan No. 108, 361 & 471 West Townline Road, insert the following:

               "Following the Anticipated Repayment Date, Borrower shall have
               the right to prepay the principal balance of the Note, at par, in
               whole but not in part, upon (a) not less than 30 days prior
               written notice to the Lender specifying the date on which
               prepayment is to be made. If prepayment occurs on a date other
               than a scheduled monthly payment date, Borrower shall make the
               scheduled monthly payment in accordance with the terms of the
               Note regardless of any prepayment; (b) payment of all accrued and
               unpaid interest on the outstanding principal balance of the Note
               to and including the date on which prepayment is made, (c) Lender
               shall not be obligated to accept any prepayment of the principal
               balance of the Note unless it is accompanied by all sums due in
               connection therewith payment of all other Indebtedness then due
               under the Loan Documents. Notwithstanding anything hereinabove in
               this paragraph (iii) to the contrary, following the Anticipated
               Repayment Date, payments, and prepayments, if any, derived solely
               from Rents, and from no other funds, shall be made and applied in
               accordance with paragraph 11 of the Note."

     (11) With respect to Mortgage Loan No. 31, German Hill Shopping Center,
          insert the following:

               "In the event any proceeds from casualty or Taking of the
               Premises are applied to reduce the principal balance hereof, such
               reduction shall be made without a Make Whole Premium, provided no
               Event of Default then exists under the Loan Documents."

     (12) With respect to Mortgage Loan No. 93, Stewartsboro Crossing, insert
          the following:

               "Notwithstanding anything to the contrary herein, Borrower may
               prepay the principal balance of this Note in part at any time in
               accordance with the provisions set forth in Section 22.18(b) of
               that certain Trust Deed, Fixture Filing, Security Agreement and
               Assignment of Rents, date as the date hereof."
--------------------------------------------------------------------------------


                                     II-17



H    The term "Yield Maintenance Premium" shall mean an amount equal to the
     greater of (A) one percent (1%) of the outstanding principal amount of this
     Note or (B) the present value as of the Prepayment Date of the Calculated
     Payments from the Prepayment Date through the Maturity Date determined by
     discounting such payments at the Discount Rate. As used in this definition,
     the term "Prepayment Date" shall mean the date on which prepayment is made.
     As used in this definition, the term "Calculated Payments" shall mean the
     monthly payments of interest only which would be due based on the principal
     amount of this Note being prepaid on the Prepayment Date and assuming an
     interest rate per annum equal to the difference (if such difference is
     greater than zero) between (y) the Applicable Interest Rate and (z) the
     Yield Maintenance Treasury Rate. As used in this definition, the term
     "Discount Rate" shall mean the rate which, when compounded monthly, is
     equivalent to the Yield Maintenance Treasury Rate, when compounded
     semi-annually. As used in this definition, the term "Yield Maintenance
     Treasury Rate" shall mean the yield calculated by Lender by the linear
     interpolation of the yields, as reported in the Federal Reserve Statistical
     Release H. 15-Selected Interest Rates under the heading U.S. Government
     Securities/Treasury Constant Maturities for the week ending prior to the
     Prepayment Date, of U.S. Treasury Constant Maturities with maturity dates
     (one longer or one shorter) most nearly approximating the Maturity Date. In
     the event Release H.15 is no longer published, Lender shall select a
     comparable publication to determine the Yield Maintenance Treasury Rate. In
     no event, however, shall Lender be required to reinvest any prepayment
     proceeds in U.S. Treasury obligations or otherwise.


                                     II-18



I    The Prepayment Consideration shall equal an amount equal to the greater of
     (A) one percent (1%) of the principal balance of this Note being prepaid or
     (B) the product of (1) the ratio of the amount of the principal balance of
     this Note being prepaid over the outstanding principal balance of this Note
     on the Prepayment Date (after subtracting the scheduled principal payment
     on such Prepayment Date), multiplied by (2) the present value as of the
     Prepayment Date of the remaining scheduled payments of principal and
     interest from the Prepayment Date through the Maturity Date (including any
     balloon payment) determined by discounting such payments at the Discount
     Rate (as hereinafter defined) less the amount of the outstanding principal
     balance of this Note on the Prepayment Date (after subtracting the
     scheduled principal payment on such Prepayment Date). The "Discount Rate"
     is the rate which, when compounded monthly, is equivalent to the Treasury
     Rate (as hereinafter defined), when compounded semi-annually. The "Treasury
     Rate" is the yield calculated by the linear interpolation of the yields, as
     reported in Federal Reserve Statistical Release H.15-Selected Interest
     Rates under the heading U.S. government securities/Treasury constant
     maturities for the week ending prior to the Prepayment Date, of U.S.
     Treasury constant maturities with maturity dates (one longer and one
     shorter) most nearly approximating the Maturity Date. (In the event Release
     H.15 is no longer published, Lender shall select a comparable publication
     to determine the Treasury Rate.) Lender shall notify Borrower of the amount
     and the basis of determination of the required prepayment consideration.


                                     II-19



J    The Prepayment Consideration shall equal an amount equal to the greater of
     (i) one percent (1%) of the principal balance of this Note being prepaid,
     or (ii) the product of (A) the ratio of the amount of the principal balance
     of this Note being prepaid over the outstanding principal balance of this
     Note on the Prepayment Date (after subtracting the scheduled principal
     payment on such Prepayment Date), multiplied by (B) the excess of (1) the
     sum of the respective present values, computed as of the date of such
     prepayment, of the remaining scheduled payments pursuant to this Note at
     the Applicable Interest Rate with respect to the Loan (assuming no
     acceleration of the Loan, and treating such prepayment as if it were a
     scheduled payment of principal), determined by discounting such payments to
     the date on which such payments are made at the Treasury Constant Yield
     plus fifty (50) basis points, over (2) the outstanding principal balance of
     the Loan on such date immediately prior to such payment. The "Treasury
     Constant Yield" means the arithmetic mean of the rates published as
     "Treasury Constant Maturities" as of 5:00 p.m., New York time, for the five
     Business Days preceding the date on which acceleration has been declared or
     the date any prepayment of the Loan is scheduled to occur pursuant to
     Section 2.1 hereof, as shown on the USD screen of the Telerate service, or
     if such service is not available, the Bloomberg service, or if neither the
     Telerate nor the Bloomberg service is available, under Section 504 in the
     weekly statistical release designated H.15(519) (or any successor
     publication) published by the Board of Governors of the Federal Reserve
     System, for "On the Run" U.S. Treasury obligations corresponding to the
     scheduled Maturity Date. If no such maturity shall so exactly correspond,
     yields for the two most closely corresponding published maturities shall be
     calculated pursuant to the foregoing sentence and the Treasury Constant
     Yield shall be interpolated or extrapolated (as applicable) from such
     yields on a straight line basis (rounding, in the case of relevant periods,
     to the nearest month).The calculation of the Prepayment Consideration shall
     be made by Lender and shall, absent manifest error, be final, conclusive
     and binding upon all parties.


                                     II-20



K    Borrower shall pay to Lender the entire Debt plus a prepayment premium (the
     "Yield Maintenance Premium") which shall be equal to the greater of (i) one
     percent (1.0%) of the outstanding principal balance of the Note or (ii) an
     amount equal to (X) the present value as of the Prepayment Date of the
     Calculated Payments from the Prepayment Date through the Maturity Date
     determined by discounting such payments at the Discount Rate, over (Y) the
     outstanding principal balance of the Note. As used herein, the defined
     terms used herein shall have the following meanings: (a) "Prepayment Date"
     shall mean the date on which prepayment is made or with respect to
     subsection (h) below, the date on which a Default Prepayment is due; (b)
     "Calculated Payments" shall mean the monthly payments of interest-only
     which would be due based on the principal amount of the Loan being prepaid
     on the Prepayment Date and assuming an interest rate per annum equal to the
     difference (if such difference is greater than zero) between (y) the
     Applicable Interest Rate and (z) the Yield Maintenance Treasury Rate; (c)
     "Discount Rate" shall mean the rate which, when compounded monthly, is
     equivalent to the Yield Maintenance Treasury Rate, when compounded
     semi-annually; (d) "Yield Maintenance Treasury Rate" shall mean the yield
     calculated by Lender by the linear interpolation of the yields, as reported
     in the Federal Reserve Statistical Release H.15-Selected Interest Rates
     under the heading U.S. Government Securities/Treasury Constant Maturities
     for the week ending prior to the Prepayment Date, of U.S. Treasury Constant
     Maturities with maturity dates (one longer or one shorter) most nearly
     approximating the term of the Loan. In the event Release H.15 is no longer
     published, Lender shall select a comparable publication to determine the
     Yield Maintenance Treasury Rate, In no event, however, shall Lender be
     required to reinvest any prepayment proceeds in U.S. Treasury obligations
     or otherwise.


                                     II-21



L    The Prepayment Consideration shall equal an amount equal to the greater of
     (i) one percent (1%) of the principal balance of this Note being prepaid,
     or (ii) the product of (A) the ratio of the amount of the principal balance
     of this Note being prepaid over the outstanding principal balance of this
     Note on the Prepayment Date (after subtracting the scheduled principal
     payment on such Prepayment Date), multiplied by (B) the present value as of
     the Prepayment Date of the remaining scheduled payments of principal and
     interest from the Prepayment Date through the Maturity Date (including any
     balloon payment) determined by discounting such payments at the Discount
     Rate (as hereinafter defined) less the amount of the outstanding principal
     balance of this Note on the Prepayment Date (after subtracting the
     scheduled principal payment on such Prepayment Date). The "Discount Rate"
     is the rate which, when compounded monthly, is equivalent to the Treasury
     Rate (as hereinafter defined), when compounded semi-annually. The "Treasury
     Rate" is the yield calculated by the linear interpolation of the yields, as
     reported in Federal Reserve Statistical Release H.15-Selected Interest
     Rates under the heading U.S. government securities/Treasury constant
     maturities for the week ending prior to the Prepayment Date, of U.S.
     Treasury constant maturities with maturity dates (one longer and one
     shorter) most nearly approximating the Maturity Date. (In the event Release
     H.15 is no longer published, Lender shall select a comparable publication
     to determine the Treasury Rate.) Lender shall notify Borrower of the amount
     and the basis of determination of the required prepayment consideration.


                                     II-22



M    LOAN PREPAYMENT

     The Make Whole Premium shall be the greater of one percent (1%) of the
     outstanding principal amount of the loan or a premium calculated as
     provided in subparagraphs (1)-(3) below:

          (1)  Determine the "Reinvestment Yield." The Reinvestment Yield will
               be equal to the yield on the applicable *U.S. Treasury Issue
               ("Primary Issue") published one week prior to the date of
               prepayment and converted to an equivalent monthly compounded
               nominal yield. In the event there is no market activity involving
               the Primary Issue at the time of prepayment, the Lender shall
               choose a comparable Treasury Bond, Note or Bill ("Secondary
               Issue") which the Lender reasonably deems to be similar to the
               Primary Issue's characteristics (i.e., rate, remaining time to
               maturity, yield).

          * At this time there is not a U.S. Treasury Issue for this prepayment
          period. At the time of prepayment, Lender shall select in its sole and
          absolute discretion a U.S. Treasury Issue with similar remaining time
          to (1) maturity as the Note.

          (2)  Calculate the "Present Value of the Loan." The Present Value of
               the Loan is the present value of the payments to be made in
               accordance with the Note (all installment payments and any
               remaining payment due on the (2) Maturity Date) discounted at the
               Reinvestment Yield for the number of months remaining from the
               date of prepayment to the (2) Maturity Date.

          (3)  Subtract the amount of the prepaid proceeds from the Present
               Value of the Loan as of the date of prepayment. Any resulting
               positive differential shall be the premium.

     Notwithstanding anything in the above to the contrary, during the last 90
     days prior to the (2) Maturity Date, the Make Whole Premium shall not be
     subject to the one percent (1%) minimum and shall be calculated only as
     provided in (1) through (3) above.

     Borrower shall not have the right or privilege to prepay all or any portion
     of the unpaid principal balance of the Note until the date which is (3) one
     (1) month prior to the (2) Maturity Date. From and after such date,
     provided there is no Event of Default, the principal balance of the Note
     may be prepaid, at par, in whole but not in part, upon: (a) not less than
     15 days prior written notice to Lender specifying the date on which
     prepayment is to be made, which prepayment must occur no later than the
     fifth day of any such month unless Borrower pays to Lender all interest
     that would have accrued for the entire month in which the Note is prepaid
     absent such prepayment. If prepayment occurs on a date other than a
     scheduled monthly payment date, Borrower shall make the scheduled monthly
     payment in accordance with the terms of the Note, regardless of any
     prepayment; (b) payment of all accrued and unpaid interest on the
     outstanding principal balance of the Note to and including the date on
     which prepayment is to be made; and (c) payment of all other Indebtedness
     then due under the Loan Documents. Lender shall not be obligated to accept
     any prepayment of the principal balance of the Note unless it is
     accompanied by all sums due in connection therewith.

     In addition to the Loan Prepayment rights set forth in the above paragraph,
     after the Lockout Date but prior to the date which is (3) one (1) month
     prior to the (2) Maturity Date, Borrower may prepay the principal balance
     of the Note, provided there is no Event of Default, in whole but not in
     part, upon (a) not less than 30 days prior written notice to the Lender
     specifying the date on which prepayment is to be made, which prepayment
     must occur no later than the fifth day of any such month unless Borrower
     pays to Lender all interest that would have accrued for the entire month in
     which the Note is prepaid, absent such prepayment. If prepayment occurs on
     a date other than a scheduled monthly payment date, Borrower shall make the
     scheduled monthly payment in accordance with the terms of the Note
     regardless of any prepayment; (b) payment of all accrued and unpaid
     interest on the outstanding principal balance of the Note to and including
     the date on which prepayment is made, (c) payment of all other Indebtedness
     then due under the Loan Documents, and (d) payment of a "Make Whole
     Premium." Lender shall not be obligated to accept any prepayment of the
     principal balance of the Note unless it is accompanied by all sums due in
     connection therewith.

     (4)

                                     II-23



--------------------------------------------------------------------------------
     NOTES:

     (1)  With respect to Mortgage Loan No. 84, Carob Tree Apartments, delete
          "maturity as the Note" and insert "maturity of the U.S. Treasury Issue
          as to the time remaining to the Anticipated Repayment Date in the
          Note"

     (2)  With respect to Mortgage Loan No. 84, Carob Tree Apartments, delete
          "Maturity Date" and insert "Anticipated Repayment Date"

     (3)  With respect to Mortgage Loan No. 100, 2101 W. 33rd Street, delete
          "one (1) month" and insert "two (2) months"

     (4)  With respect to Mortgage Loan No. 84, Carob Tree Apartments, insert
          the following:

          "Notwithstanding the foregoing, following the Anticipated Repayment
          Date, Borrower shall have the right to prepay the principal balance of
          the Note, at par, in whole but not in part, upon (a) not less than 30
          days prior written notice to the Lender specifying the date on which
          prepayment is to be made. If prepayment occurs on a date other than a
          scheduled monthly payment date, Borrower shall make the scheduled
          monthly payment in accordance with the terms of the Note regardless of
          any prepayment; (b) payment of all accrued and unpaid interest on the
          outstanding principal balance of the Note to and including the date on
          which prepayment is made, (c) Lender shall not be obligated to accept
          any prepayment of the principal balance of the Note unless it is
          accompanied by all sums due in connection therewith payment of all
          other Indebtedness then due under the Loan Documents. Notwithstanding
          anything hereinabove in this paragraph (iii) to the contrary,
          following the Anticipated Repayment Date, payments, and prepayments,
          if any, derived solely from Rents, and from no other funds, shall be
          made and applied in accordance with paragraph 11 of the Note."
--------------------------------------------------------------------------------


                                     II-24



N    After the second (2nd) anniversary of the Month-End Date, Borrower may,
     provided it has given Lender prior written notice in accordance with the
     terms of this Note, prepay the unpaid principal balance of this Note, by
     paying, together with the amount to be prepaid, (a) interest accrued and
     unpaid on the portion of the principal balance of this Note being prepaid
     to and including the date of prepayment, (b) unless prepayment is tendered
     on the first day of a calendar month, an amount equal to the interest that
     would have accrued on the amount being prepaid after the date of prepayment
     through and including the last day of the calendar month in which the
     prepayment occurs had the prepayment not been made (which amount shall
     constitute additional consideration for the prepayment), (c) all other sums
     then due under this Note, the Security Instrument and the Other Security
     Documents, and (d) if the prepayment occurs prior to the Optional
     Prepayment Date, a prepayment consideration (the "Prepayment
     Consideration") equal to the greater of (i) one percent (1%) of the
     principal balance of this Note being prepaid and (ii) the excess, if any,
     of (A) the sum of the present values of (1) all then-scheduled Monthly
     Payments and (2) the amount of interest and principal scheduled to be
     outstanding on the Optional Prepayment Date (without giving effect to any
     payment required to be made on such date, and with each such payment or
     amount discounted to its present value at the date of prepayment at the
     rate which, when compounded monthly, is equivalent to the Prepayment Rate
     (hereinafter defined)) over (B) the principal amount of this Note being
     prepaid. Notwithstanding anything to the contrary herein, upon not less
     than thirty (30) and not more than sixty (60) days' prior written notice,
     Borrower shall have the right to prepay, during the three (3) months
     preceding the Optional Prepayment Date, the principal balance of this Note,
     in whole but not in part, together with (i) any accrued interest or other
     sums due hereunder or under the Security Instrument or Other Security
     Documents, and (ii) unless prepayment is tendered on the first (1st) day of
     a calendar month, an amount equal to the interest that would have accrued
     on the amount being prepaid after the date of such prepayment through and
     including the last day of the calendar month in which such prepayment
     occurs had such prepayment not been made (which amount shall constitute
     additional consideration for such prepayment), but without prepayment
     penalty or other consideration.

     Except for: (i) prepayments made by application of Excess Cash Flow after
     the Optional Prepayment Date; and (ii) prepayments made in connection with
     the release of the Second Security Instrument in accordance with the terms
     of this Note, the Security Instrument and the Other Security Documents,
     prepayments of the principal amount of this Note may be made in whole only,
     and not in part.

     The term "Prepayment Rate" means the bond equivalent yield (in the
     secondary market) on the United States Treasury Security that as of the
     Prepayment Rate Determination Date (hereinafter defined) has a remaining
     term to maturity closest to, but not exceeding, the remaining term to the
     Optional Prepayment Date, as most recently published in the "Treasury
     Bonds, Notes and Bills" section in The Wall Street Journal as of such
     Prepayment Rate Determination Date. If more than one issue of United States
     Treasury Securities has the remaining term to the Optional Prepayment Date
     referred to above, the "Prepayment Rate" shall be the yield on the United
     States Treasury Security most recently issued as of the Prepayment Rate
     Determination Date. The rate so published shall control absent manifest
     error. The term "Prepayment Rate Determination Date" shall mean the date
     which is five (5) Business Days prior to the scheduled prepayment date. As
     used herein, "Business Day" shall mean any day other than Saturday, Sunday
     or any other day on which banks are required or authorized to close in New
     York, New York.

     Lender shall notify Borrower of the amount and the basis of determination
     of the required prepayment consideration. If the publication of the
     Prepayment Rate in The Wall Street Journal is discontinued, Lender shall
     determine the Prepayment Rate on the basis of "Statistical Release H.15
     (519), Selected Interest Rates," or any successor publication, published by
     the Board of Governors of the Federal Reserve System, or on the basis of
     such other publication or statistical guide as Lender may reasonably
     select.


                                     II-25



O    Borrower may, provided it has given Lender prior written notice in
     accordance with the terms of this Note, prepay the unpaid principal balance
     of this Note in whole, but not in part, by paying, together with the amount
     to be prepaid, (a) interest accrued and unpaid on the portion of the
     principal balance of this Note being prepaid to and including the date of
     prepayment, (b) unless prepayment is tendered on the first day of a
     calendar month, an amount equal to the interest that would have accrued on
     the amount being prepaid after the date of prepayment through and including
     the last day of the calendar month in which the prepayment occurs had the
     prepayment not been made (which amount shall constitute additional
     consideration for the prepayment), (c) all other sums then due under this
     Note, the Security Instrument and the Other Security Documents, and (d) a
     prepayment consideration (the "Prepayment Consideration") equal to the
     greater of (i) one percent (1%) of the principal balance of this Note being
     prepaid and (ii) the excess, if any, of (A) the sum of the present values
     of all then-scheduled payments of principal and interest under this Note
     including, but not limited to, principal and interest on the Maturity Date
     (with each such payment discounted to its present value at the date of
     prepayment at the rate which, when compounded monthly, is equivalent to the
     Prepayment Rate (hereinafter defined)), over (B) the principal amount of
     this Note being prepaid.

     The term "Prepayment Rate" means the bond equivalent yield (in the
     secondary market) on the United States Treasury Security that as of the
     Prepayment Rate Determination Date (hereinafter defined) has a remaining
     term to maturity closest to, but not exceeding, the remaining term to the
     Maturity Date, as most recently published in the "Treasury Bonds, Notes and
     Bills" section in The Wall Street Journal as of such Prepayment Rate
     Determination Date. If more than one issue of United States Treasury
     Securities has the remaining term to the Maturity Date referred to above,
     the "Prepayment Rate" shall be the yield on the United States Treasury
     Security most recently issued as of the Prepayment Rate Determination Date.
     The rate so published shall control absent manifest error. The term
     "Prepayment Rate Determination Date" shall mean the date which is five (5)
     Business Days prior to the scheduled prepayment date. The term "REMIC
     Trust" shall mean a "real estate mortgage investment conduit" within the
     meaning of Section 860D of the Code that holds this Note. As used herein,
     "Business Day" shall mean any day other than Saturday, Sunday or any other
     day on which banks are required or authorized to close in New York, New
     York.

     Lender shall notify Borrower of the amount and the basis of determination
     of the required Prepayment Consideration. If the publication of the
     Prepayment Rate in The Wall Street Journal is discontinued, Lender shall
     determine the Prepayment Rate on the basis of "Statistical Release H.15
     (519), Selected Interest Rates," or any successor publication, published by
     the Board of Governors of the Federal Reserve System, or on the basis of
     such other publication or statistical guide as Lender may reasonably
     select.


                                     II-26

APPENDIX III
SIGNIFICANT LOAN SUMMARIES

--------------------------------------------------------------------------------
                     MORTGAGE LOAN NO. 1 - US BANCORP TOWER
--------------------------------------------------------------------------------

                     [4 PHOTOS OF US BANCORP TOWER OMITTED]


                                     III-1



--------------------------------------------------------------------------------
                     MORTGAGE LOAN NO. 1 - US BANCORP TOWER
--------------------------------------------------------------------------------

              [MAP INDICATING LOCATION OF US BANCORP TOWER OMITTED]


                                     III-2



--------------------------------------------------------------------------------
                     MORTGAGE LOAN NO. 1 - US BANCORP TOWER
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
ORIGINAL BALANCE:                      $186,550,000

CUT-OFF DATE BALANCE:                  $186,550,000

LOAN PURPOSE:                          Acquisition

SHADOW RATING (MOODY'S/FITCH):         NAP

FIRST PAYMENT DATE:                    September 3, 2006

INTEREST RATE:                         6.131%

AMORTIZATION:                          Interest Only

ARD:                                   NAP

HYPERAMORTIZATION:                     NAP

MATURITY DATE:                         August 3, 2016

EXPECTED MATURITY BALANCE:             $186,550,000

SPONSORS:                              JP Morgan Investment Management; Unico
                                       Properties; and US Bancorp

INTEREST CALCULATION:                  Actual/360

CALL PROTECTION:                       Locked out until the earlier of August 3,
                                       2009 or 2 years after the REMIC
                                       "start-up" day, with U.S. Treasury
                                       defeasance or the payment of the greater
                                       of a yield maintenance premium and 1% of
                                       the principal balance thereafter.
                                       Prepayable without penalty from and after
                                       February 3, 2016.

LOAN PER SF:                           $169.77

UP-FRONT RESERVES:                     None

ONGOING RESERVES:                      Cap Ex:      Springing
                                       RE Tax:      Springing
                                       Insurance:   Springing
                                       TI/LC:       Springing

LOCKBOX:                               Hard
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:                Single Asset

PROPERTY TYPE:                         Office

PROPERTY SUB-TYPE:                     Urban

LOCATION:                              Portland, OR

YEAR BUILT/RENOVATED:                  1974 - 1983 / NAP

PERCENT LEASED(1):                     93.6%

SQUARE FOOTAGE:                        1,098,843

THE COLLATERAL:                        42-story Class A office tower; contiguous
                                       7-story office and retail center; and
                                       13-story parking structure.

OWNERSHIP INTEREST:                    Fee

PROPERTY MANAGEMENT                    Unico Properties LLC

3RD MOST RECENT NET OP. INCOME:        $16,415,597

2ND MOST RECENT NET OP. INCOME:        $15,987,102

MOST RECENT NET OP. INCOME:            $17,698,017

U/W NET OP. INCOME:                    $17,946,890

U/W NET CASH FLOW:                     $16,933,611

U/W OCCUPANCY:                         93.6%

APPRAISED VALUE:                       $290,000,000

CUT-OFF DATE LTV:                      64.3%

MATURITY DATE LTV:                     64.3%

DSCR:                                  1.46x

POST IO DSCR:                          NAP
--------------------------------------------------------------------------------

(1)  Percent leased is based on the rent roll dated July 18, 2006.

THE US BANCORP TOWER LOAN

     THE LOAN. The largest loan (the "US Bancorp Tower Loan") as evidenced by
the three Promissory Notes (collectively, the "US Bancorp Tower Note") is
secured by a first priority fee Deed of Trust, Assignment of Leases and Rents,
Security Agreement and Fixture Filing (the "US Bancorp Tower Mortgage")
encumbering the 1,098,843 square foot 42-story Class A office tower, a
contiguous 7-story office and retail center, and a 13-story parking structure
known as US Bancorp Tower, located in Portland, Oregon (the "US Bancorp Tower
Property"). The US Bancorp Tower Loan was originated on August 3, 2006 by or on
behalf of Morgan Stanley Mortgage Capital Inc.

     THE BORROWER. The borrower is One Eleven Tower LLC, a Delaware limited
liability company (the "US Bancorp Tower Borrower") that owns no material asset
other than the US Bancorp Tower Property and related interests. The US Bancorp
Tower Borrower is owned


                                     III-3



by JP Morgan Investment Management (91%), Unico Properties (5%), and US Bancorp
(4%), the sponsors of the US Bancorp Tower Loan. JP Morgan Investment Management
is an institutional investor with a reported $873 billion of assets under its
management and a team of 189 real estate professionals. Unico Properties is a
privately-owned real estate investment and operating company in the Pacific
Northwest, operating over 5.3 million square feet of office space.

     THE PROPERTY. The US Bancorp Tower Property is a Class A office building
located in Portland, Oregon, at 111 SW Fifth Avenue. The US Bancorp Tower
Property consists of a 764,136 square foot, 42-story office tower with
parallelogram-shaped floor plates averaging 18,600 square feet; a contiguous
316,423 square foot, 7-story office and retail plaza with floor plates averaging
43,000 SF; and a 13-story parking structure. The US Bancorp Tower Property
contains a total of 994 parking spaces in the parking structure and the
underbuilding parking levels at the office towers. The 7-story office and retail
center was originally constructed in 1974, and the 42-story office tower and the
13-story parking structure were originally constructed in 1983. Other than the
improvements and upgrades made in the ordinary course of business, there is no
planned renovation program. The average total rent per square foot at US Bancorp
Tower for 2003, 2004, and 2005 was $23.69 psf, $23.97 psf, and $25.74 psf
respectively. Since 2001, the US Bancorp Tower Property has maintained an annual
average occupancy of at least 91%.

     LARGEST TENANT. The only tenant that occupies 10% or more of the total
rentable square footage of the US Bancorp Tower Property is US Bancorp, which
occupies 43.9% of the US Bancorp Tower Property. US Bancorp is the sixth largest
bank holding company in the United States with a reported $209 billion of
assets. US Bancorp occupies approximately 482,686 square feet of the US Bancorp
Tower Property and its annual rent is approximately $10,160,513. US Bancorp's
lease expires on June 30, 2015, and US Bancorp has four five-year options to
renew its lease.

     The following table presents certain information relating to the lease
rollover at the US Bancorp Tower Property:

                             LEASE ROLLOVER SCHEDULE



                                                                                                  CUMULATIVE % OF
                               AVERAGE                                           % OF TOTAL            TOTAL
                 # OF       UNDERWRITTEN                                     UNDERWRITTEN BASE   UNDERWRITTEN BASE
                LEASES    BASE RENT PER SF   % OF TOTAL SF    CUMULATIVE %    RENTAL REVENUES     RENTAL REVENUES
    YEAR        ROLLING        ROLLING          ROLLING      OF SF ROLLING        ROLLING             ROLLING
-------------   -------   ----------------   -------------   -------------   -----------------   -----------------

   Vacant         --               --              6%               6%               --                  --
     MTM           2           $ 0.00              0%               7%                0%                  0%
    2006           8           $23.42              1%               8%                2%                  2%
    2007           9           $23.44              6%              14%                7%                  8%
    2008           9           $22.57              4%              18%                5%                 13%
    2009          17           $18.94              7%              25%                7%                 20%
    2010           9           $20.97              3%              29%                4%                 23%
    2011           6           $21.93              7%              36%                8%                 31%
    2012           7           $17.33              9%              44%                8%                 39%
    2013           7           $25.41             10%              54%               13%                 52%
    2014          --               --             --               54%               --                  52%
    2015          27           $21.05             44%              98%               47%                 98%
2016 & Beyond      1           $20.08              2%             100%                2%                100%


     The following table presents certain information relating to the major
tenants at the US Bancorp Tower Property:



                                                                                       % OF TOTAL     ANNUALIZED
                             CREDIT RATING                              ANNUALIZED     ANNUALIZED    UNDERWRITTEN
                                (FITCH/         TENANT                 UNDERWRITTEN   UNDERWRITTEN     BASE RENT       LEASE
       TENANT NAME          MOODY'S S&P)(1)      NRSF     % OF NRSF   BASE RENT ($)     BASE RENT    ($ PER NRSF)   EXPIRATION
-------------------------   ---------------   ---------   ---------   -------------   ------------   ------------   ----------

US Bancorp                  AA- / Aa2 / AA-     482,686       44%      $10,160,513         47%          $21.05      06/30/2015
Miller Nash LLP                 --/--/--         72,453        7%      $ 1,909,170          9%          $26.35      11/30/2013
KPFF Consulting Engineers       --/--/--         49,210        4%      $   967,707          4%          $19.66      05/31/2012
                                              ---------      ---       -----------        ---           ------
TOTAL/WEIGHTED AVERAGE                          604,349       55%      $13,037,390         60%          $21.57
                                              =========      ===       ===========        ===           ======

Other Tenants                     NAP           423,966       39%      $ 8,789,143         40%          $20.73        Various
Vacant Space                      NAP            70,528        6%      $         0          0%          $ 0.00          NAP
                                              ---------      ---       -----------        ---           ------
TOTAL/WEIGHTED AVERAGE                        1,098,843      100%      $21,826,533        100%          $21.23
                                              =========      ===       ===========        ===           ======


(1)  Certain ratings are those of the parent company whether or not the parent
     guarantees the lease.

     ESCROWS AND RESERVES. Upon the occurrence and continuance of an Escrow
Period, the US Bancorp Tower Borrower is required to deposit into separate
escrow accounts (a) 1/12 of the annual real estate taxes on a monthly basis; (b)
1/12 of the annual insurance premiums


                                      III-4



on a monthly basis; and (c) 1/12 of the product of 0.25 times the rentable
square footage at the US Bancorp Tower Property in respect of capital
expenditures. An "Escrow Period" occurs upon either (i) the occurrence and
continuance of an event of default or (ii) any period of time during which the
actual DSCR for any test period is less than 1.15x. An "Escrow Period" ends when
(i) an event of default no longer exists or has been waived by the lender and
(ii) the actual DSCR for 2 consecutive fiscal quarters is at least 1.15x. The US
Bancorp Tower Borrower is required to deposit $10,000,000 in the US Bancorp
Account in respect of tenant improvements and leasing commissions within 10 days
following US Bancorp sending notice to the US Bancorp Tower Borrower that it
will not extend its lease or the failure of US Bancorp to extend or renew its
lease at the US Bancorp Tower Property by the deadline set forth in the lease
with US Bancorp. In addition, the US Bancorp Tower Borrower shall deposit into a
lease termination account any termination fee it receives in respect of any
leases that are terminated, and so long as there is no event of default, such
termination fee shall be disbursed from the lease termination account to the US
Bancorp Tower Borrower.

     LOCKBOX AND CASH MANAGEMENT. A hard lockbox is in place with respect to the
US Bancorp Tower Loan.

     PROPERTY MANAGEMENT. The US Bancorp Tower Property is managed by Unico
Properties LLC, which is one of the sponsors of the US Bancorp Tower Loan. The
management agreement is subordinate to the US Bancorp Tower Loan.

     MEZZANINE LOAN AND PREFERRED EQUITY INTEREST. Certain owners of the US
Bancorp Tower Borrower are permitted to obtain mezzanine financing up to the
amount of $28,000,000, subject to the execution of an intercreditor agreement
and satisfaction of certain conditions in the US Bancorp Tower Loan, including
but not limited to a DSCR of no less than 1.10x and an LTV of no greater than
75%.

     ADDITIONAL INDEBTEDNESS (NOT INCLUDING TRADE DEBTS). Not allowed.

     RELEASE OF PARCELS. Not allowed.

     COMPETITION. The general competitive conditions to which the US Bancorp
Tower Property is subject includes the six office buildings outlined below:



                            YEAR BUILT /               NUMBER OF     AVERAGE     DIRECT VACANT                DISTANCE
PROPERTY                      RENOVATED    TOTAL GLA     FLOORS    ASKING RENT    SQUARE FEET    OCCUPANCY   TO SUBJECT
-------------------------   ------------   ---------   ---------   -----------   -------------   ---------   ----------

ODS TOWER                       1999        398,412        24         $25.68             --         100%      0.4 miles
601 SW 2nd Avenue
Portland, OR

FOX TOWER                       2000        527,252        26         $26.25          7,679          99%      0.9 miles
805 SW Broadway
Portland, OR

WELLS FARGO BUILDING            1972        694,000        40         $23.48         43,264          94%      0.8 miles
1300 SW Fifth Avenue
Portland, OR

BANK OF AMERICA FINANCIAL       1987        295,067        18         $22.61         12,076          96%      0.5 miles
CENTER
121 SW Morrison
Portland, OR

PACWEST CENTER                  1984        512,000        29         $25.00         26,174          95%      0.8 miles
1200 SW Fifth Avenue
Portland, OR

1000 BROADWAY                   1991        240,000        24         $23.00         31,675          87%      1.0 miles
1000 SW Broadway
Portland, OR


Source: Cushman & Wakefield of Oregon, Inc.

     Certain additional information regarding the US Bancorp Tower Loan and the
US Bancorp Tower Property is set forth on Appendix II hereto.


                                      III-5



                      [THIS PAGE INTENTIONALLY LEFT BLANK.]


                                      III-6



--------------------------------------------------------------------------------
                  MORTGAGE LOAN NO. 2 - 225 SOUTH SIXTH STREET
--------------------------------------------------------------------------------

                  [5 PHOTOS OF 225 SOUTH SIXTH STREET OMITTED]


                                      III-7



--------------------------------------------------------------------------------
                  MORTGAGE LOAN NO. 2 - 225 SOUTH SIXTH STREET
--------------------------------------------------------------------------------

           [MAP INDICATING LOCATION OF 225 SOUTH SIXTH STREET OMITTED]


                                      III-8



--------------------------------------------------------------------------------
                  MORTGAGE LOAN NO. 2 - 225 SOUTH SIXTH STREET
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
ORIGINAL BALANCE(1):                   $152,500,000

CUT-OFF DATE BALANCE(1):               $152,500,000

LOAN PURPOSE:                          Acquisition

SHADOW RATING (MOODY'S/FITCH):         NAP

FIRST PAYMENT DATE:                    October 9, 2006

INTEREST RATE:                         5.860%

AMORTIZATION:                          Interest Only

ARD:                                   NAP

HYPERAMORTIZATION:                     NAP

MATURITY DATE:                         September 9, 2011

EXPECTED MATURITY BALANCE(1):          $152,500,000

SPONSOR:                               ASB Capital Management

INTEREST CALCULATION:                  Actual/360

CALL PROTECTION:                       Locked out until the earlier of September
                                       9, 2009 or 2 years after the REMIC
                                       "start-up" day, with the payment of the
                                       greater of a yield maintenance premium
                                       and 1% of the principal balance
                                       thereafter. Prepayable without penalty
                                       from and after June 9, 2011.

LOAN PER SF(1):                        $116.83

UP-FRONT RESERVES:                     None

ONGOING RESERVES:                      RE Tax:      Springing
                                       Insurance:   Springing
                                       Cap Ex:      Springing
                                       TI/LC:       Springing
                                       Other:       Springing

LOCKBOX:                               Hard
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:                Single Asset

PROPERTY TYPE:                         Office

PROPERTY SUB-TYPE:                     Urban

LOCATION:                              Minneapolis, MN

YEAR BUILT/RENOVATED:                  1992 / NAP

PERCENT LEASED(2):                     75.8%

SQUARE FOOTAGE:                        1,390,894

THE COLLATERAL:                        53-story office building

OWNERSHIP INTEREST:                    Fee

PROPERTY MANAGEMENT:                   Hines Interests Limited Partnership

3RD MOST RECENT NET OP. INCOME:        $13,267,369

2ND MOST RECENT NET OP. INCOME:        $13,506,490

MOST RECENT NET OP. INCOME:            $13,216,613

U/W NET OP. INCOME:                    $14,723,682

U/W NET CASH FLOW:                     $12,862,370

U/W OCCUPANCY:                         75.8%

APPRAISED VALUE(1):                    $250,000,000

CUT-OFF DATE LTV(1):                   65.0%

MATURITY DATE LTV(1):                  65.0%

DSCR(1):                               1.33x

POST IO DSCR:                          NAP
--------------------------------------------------------------------------------

(1)  The subject $152,500,000 loan represents a 93.8% pari passu interest in a
     $162,500,000 mortgage loan. All LTV, DSCR and Loan per SF numbers in this
     table are based on the total $162,500,000 financing. The Appraised Value is
     the current "as is value". The appraiser provided an estimated stabilized
     value of $280,000,000, effective when the property reaches stabilized
     occupancy, estimated at January 1, 2008.

(2)  Percent leased is based on the rent roll dated September 11, 2006.

THE 225 SOUTH SIXTH STREET LOAN

     THE LOAN. The second largest loan (the "225 South Sixth Street Loan") as
evidenced by the Promissory Note (the "225 South Sixth Street Note") is secured
by a first priority fee Mortgage, Assignment of Leases and Rents, Fixture Filing
and Security Agreement (the "225 South Sixth Street Mortgage") encumbering the
1,390,894 square foot office building known as 225 South Sixth Street, located
in Minneapolis, Minnesota (the "225 South Sixth Street Property"). The 225 South
Sixth Street Loan was originated on August 16, 2006 by or on behalf of Morgan
Stanley Mortgage Capital Inc.

     THE BORROWER. The borrower is Minneapolis 225 Holdings, LLC, a Delaware
limited liability company (the "225 South Sixth Street Borrower") that owns no
material asset other than the 225 South Sixth Street Property and related
interests. The 225 South Sixth Street Borrower is a wholly-owned subsidiary of
Chevy Chase Trust Company Collective Investment Trust Employee Benefit Real
Estate Fund. The sponsor of the 225 South Sixth Street Loan, ASB Capital
Management, is a wholly-owned subsidiary of Chevy Chase Bank. ASB


                                     III-9



Capital Management manages a reported $1.3 billion in assets on behalf of its
real estate clients, and its portfolio includes 63 properties totaling 7.8
million square feet of office, retail, industrial, residential, and hotel
properties in 28 markets across the United States.

     THE PROPERTY. The 225 South Sixth Street Property is located in
Minneapolis, Minnesota, at 225 South Sixth Street. The 225 South Sixth Street
Property was originally constructed in 1992. It consists of a 1,390,894 square
foot, 53-story office building. The 225 South Sixth Street Property is situated
on approximately 1.7 acres and includes 563 parking spaces.

     The following table presents certain information relating to the lease
rollover at the 225 South Sixth Street Property:

                             LEASE ROLLOVER SCHEDULE



                                                                                                  CUMULATIVE % OF
                              AVERAGE                                           % OF TOTAL              TOTAL
                  # OF      UNDERWRITTEN                                     UNDERWRITTEN BASE   UNDERWRITTEN BASE
                 LEASES   BASE RENT PER SF   % OF TOTAL SF    CUMULATIVE %    RENTAL REVENUES     RENTAL REVENUES
    YEAR        ROLLING       ROLLING          ROLLING       OF SF ROLLING        ROLLING              ROLLING
-------------   -------   ----------------   -------------   -------------   -----------------   -----------------

   Vacant          --            --                24%             24%                --                  --
     MTM            2           $1.60               0%             24%                0%                  0%
    2006            1           $5.00               0%             24%                0%                  0%
    2007            7          $19.88               4%             28%                7%                  7%
    2008           27          $17.19              22%             50%               33%                 40%
    2009            7          $15.29               3%             53%                4%                 44%
    2010           18          $15.24              19%             72%               26%                 69%
    2011            7          $12.12               6%             78%                6%                 75%
    2012            4          $17.33               1%             79%                2%                 77%
    2013            4          $11.93               3%             82%                3%                 80%
    2014            3          $11.40               1%             83%                1%                 81%
    2015            7          $12.22               4%             87%                4%                 85%
2016 & Beyond      10          $12.74              13%            100%               15%                100%


     The following table presents certain information relating to the major
tenants at the 225 South Sixth Street Property:



                                                                                          % OF TOTAL     ANNUALIZED
                                     CREDIT RATING                        ANNUALIZED      ANNUALIZED    UNDERWRITTEN
                                        (FITCH/         TENANT    % OF    UNDERWRITTEN   UNDERWRITTEN     BASE RENT       LEASE
        TENANT NAME                 MOODY'S S&P)(1)      NRSF     NRSF   BASE RENT ($)     BASE RENT    ($ PER NRSF)   EXPIRATION(2)
---------------------------------   ---------------   ---------   ----   -------------   ------------   ------------   -------------

Ameriprise Financial Services (3)      A-/A3/A-         221,188    16%    $ 3,795,427          24%         $17.16        06/30/2008
Capella University                     --/--/--         203,321    15%    $ 3,054,201          19%         $15.02        10/31/2010
Winthrop & Weinstine                   --/--/--          79,815     6%    $ 1,451,037           9%         $18.18        02/28/2017
                                                      ---------   ---     -----------         ---          ------
TOTAL/WEIGHTED AVERAGE                                  504,324    36%    $ 8,300,665          52%         $16.46
                                                      =========   ===     ===========         ===          ======
Other Tenants                             NAP           549,894    40%    $ 7,556,923          48%         $13.74         Various
Vacant Space                              NAP           336,676    24%    $         0           0%         $ 0.00           NAP
                                                      ---------   ---     -----------         ---          ------
TOTAL/WEIGHTED AVERAGE                                1,390,894   100%    $15,857,588         100%         $15.04
                                                      =========   ===     ===========         ===          ======


(1)  Certain ratings are those of the parent company whether or not the parent
     guarantees the lease.

(2)  Each of the three largest tenants lease their respective spaces pursuant to
     multiple leases; however, each of the leases for each individual tenant
     expire on the same day.

(3)  The Ameriprise Financial Services tenant subleases 158,217 square feet of
     its space to various tenants and the remaining 62,971 square feet is
     currently vacant. In addition, Ameriprise Financial Services previously
     leased 142,049 of additional square footage at the property, which is now
     part of the Capella University space. Ameriprise Financial Services remains
     obligated for the difference between the Capella University rental payments
     and its original lease rate.

     ESCROWS AND RESERVES. The 225 South Sixth Street Borrower is required to
escrow 1/12 of annual real estate taxes and insurance premiums monthly. However,
as long as no Event of Default has occurred and is continuing and proof of
payment is provided to Lender that all payments were made on-time, the real
estate tax escrow and the insurance escrow shall be waived. The 225 South Sixth
Street Borrower is also required to escrow $23,151 monthly for capital
expenditures and $123,692 monthly for tenant improvements and leasing
commissions. However, as long as no Event of Default has occurred and is
continuing and Borrower continues to maintain the 225 South Sixth Street
Property as a "Class A" office building, the capital expenditures escrow and the
tenant improvements and leasing commissions escrows shall be waived. In the
event that the 225 South Sixth Street Borrower receives a fee, payment, or other
compensation from any tenant relating to, or in exchange for, the termination of
such tenant's lease, the 225 South Sixth Street Borrower shall immediately
deposit such lease termination fee with the Lender.

     LOCKBOX AND CASH MANAGEMENT. A hard lockbox is in place with respect to the
225 South Sixth Street Loan.


                                     III-10



     PROPERTY MANAGEMENT. The 225 South Sixth Street Property is managed by
Hines Interests Limited Partnership. The management agreement is subordinate to
the 225 South Sixth Street Loan.

     MEZZANINE LOAN AND PREFERRED EQUITY INTEREST. The immediate parent company
of the 225 South Sixth Street Borrower, Minneapolis 225 Member, LLC, has
obtained a mezzanine financing commitment in the amount of $25,000,000, from
Morgan Stanley Mortgage Capital Inc. The commitment is for five years, including
a three-year draw period. Any funds drawn pursuant to this commitment must be
used for building tenanting costs. If the funding commitment is not fully
utilized by the end of the second extension option, the borrower may request any
remaining funds and place them into the property TI/LC reserve account.

     ADDITIONAL INDEBTEDNESS (NOT INCLUDING TRADE DEBTS). Not allowed.

     RELEASE OF PARCELS. Not allowed.

     Certain additional information regarding the 225 South Sixth Street Loan
and the 225 South Sixth Street Property is set forth on Appendix II hereto.


                                     III-11



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                                     III-12



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                  MORTGAGE LOAN NO. 3 - DULLES EXECUTIVE PLAZA
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                                     III-13



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                  MORTGAGE LOAN NO. 3 - DULLES EXECUTIVE PLAZA
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                                    III-14



--------------------------------------------------------------------------------
                   MORTGAGE LOAN NO. 3- DULLES EXECUTIVE PLAZA
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
ORIGINAL BALANCE:                      $68,750,000

CUT-OFF DATE BALANCE:                  $68,750,000

LOAN PURPOSE:                          Acquisition

SHADOW RATING (MOODY'S/FITCH):         NAP

FIRST PAYMENT DATE:                    October 1, 2006

INTEREST RATE:                         5.851%

AMORTIZATION:                          Interest Only

ARD:                                   NAP

HYPERAMORTIZATION:                     NAP

MATURITY DATE:                         September 1, 2016

EXPECTED MATURITY BALANCE:             $68,750,000

SPONSORS:                              Minto Holdings Inc. and Inland
                                       American Real Estate Trust, Inc.

INTEREST CALCULATION:                  30/360

CALL PROTECTION:                       Locked out through August 31, 2009. In
                                       connection with any voluntary prepayment,
                                       the borrower must pay a premium equal to
                                       the greater of a yield maintenance
                                       premium and 1% of the principal balance.
                                       Prepayable without penalty from and after
                                       August 1, 2016.

LOAN PER SF:                           $181.11

UP-FRONT RESERVES:                     None

ONGOING RESERVES:                      RE Tax:      Springing
                                       Insurance:   Springing
                                       Cap Ex:      Springing

LOCKBOX:                               Springing Hard
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                      PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:                Single Asset

PROPERTY TYPE:                         Office

PROPERTY SUB-TYPE:                     Suburban

LOCATION:                              Herndon, VA

YEAR BUILT/RENOVATED:                  2001 / NAP

PERCENT LEASED(1):                     91.3%

SQUARE FOOTAGE:                        379,596

THE COLLATERAL:                        Two Class A suburban office buildings

OWNERSHIP INTEREST:                    Fee

PROPERTY MANAGEMENT:                   Inland American Office Management, LLC

3RD MOST RECENT NET OP. INCOME:        NAP

2ND MOST RECENT NET OP. INCOME:        $5,410,339

MOST RECENT NET OP. INCOME:            $5,252,831

U/W NET OP. INCOME:                    $7,494,943

U/W NET CASH FLOW:                     $7,121,223

U/W OCCUPANCY:                         89.3%

APPRAISED VALUE:                       $125,100,000

CUT-OFF DATE LTV:                      55.0%

MATURITY LTV:                          55.0%

DSCR:                                  1.77x

POST IO DSCR:                          NAP
--------------------------------------------------------------------------------

(1)  Percent leased is based on the rent roll dated June 1, 2006.

THE DULLES EXECUTIVE PLAZA LOAN

     THE LOAN. The third largest loan (the "Dulles Executive Plaza Loan") is
evidenced by one promissory note and is secured by a first priority mortgage on
the Dulles Executive Plaza office buildings located in Herndon, VA (the "Dulles
Executive Plaza Property"). The Dulles Executive Plaza Loan was originated on
August 30, 2006 by Bear Stearns Commercial Mortgage, Inc.

     THE BORROWER. The borrower is MB Herndon, L.L.C., a Delaware limited
liability company (the "Dulles Executive Plaza Borrower") that owns no material
assets other than the Dulles Executive Plaza Property. The sole member of the
Dulles Executive Plaza Borrower is Minto Builders (Florida), Inc., a Florida
corporation, which is jointly owned by Minto (Delaware), LLC ("Minto") and
Inland American Real Estate Trust, Inc. ("Inland American"). Minto is in turn
owned by Minto Holdings, Inc. Inland American, an affiliate of The Inland Group,
Inc., is a newly formed real estate investment trust. The Inland Group, Inc.,
together with its subsidiaries and affiliates, is a fully-integrated real estate
company providing property management, leasing, marketing, acquisition,
development, redevelopment, syndication, renovation, construction finance and
other related services. Currently, the Inland group of companies employs more
than


                                     III-15



1,000 people and manages over $13 billion in assets and more than 100 million
square feet of commercial property. Minto Holdings, Inc. is a real estate
development, construction and management company with operations in Ottawa,
Toronto and Florida.

     THE PROPERTY. The Dulles Executive Plaza Property is a two building,
379,596 square foot, Class A office complex located in Herndon, Virginia. Built
in 2001, the two six-story buildings are situated on 14.7 acres, which also
include 392 parking spaces within a three-story parking deck and 1,118 surface
parking spaces. The Dulles Executive Plaza Property is located less than one
mile from Route 267 (the "Dulles Toll Road") in the Dulles Corridor of metro
Washington, D.C. The Dulles Toll Road is an eight lane divided highway that
provides access to Dulles Airport, which is located only three miles to the west
of the property. The Dulles Executive Plaza Property is currently approximately
91% leased to seven tenants. Investment grade rated tenants or their affiliates
at the Dulles Executive Plaza Property account for approximately 88% of the net
rentable area and approximately 97% of the in-place base rent. The largest lease
is to Cisco Systems, which accounts for approximately 50% of total net rentable
area at the property. The Cisco space has been subleased in its entirety to
Lockheed Martin Corp. ("Lockheed"). Lockheed also directly leases 98,868 square
feet to bring its total square footage at the Dulles Executive Plaza Property to
288,632 square feet or 76% of the total net rentable area. Other notable tenants
at the Dulles Executive Plaza Property include Exostar, LLC (a collaborative
venture between Boeing, Raytheon, and others) and Nokia Internet Communications.

     The following table presents certain information relating to the lease
rollover at the Dulles Executive Plaza Property:

                             LEASE ROLLOVER SCHEDULE



                             AVERAGE                                         % OF TOTAL       CUMULATIVE % OF
                 # OF      UNDERWRITTEN                                     UNDERWRITTEN     TOTAL UNDERWRITTEN
                LEASES    BASE RENT PER   % OF TOTAL SF   CUMULATIVE %       BASE RENTAL        BASE RENTAL
     YEAR       ROLLING     SF ROLLING       ROLLING      OF SF ROLLING   REVENUES ROLLING    REVENUES ROLLING
-------------   -------   -------------   -------------   -------------   ----------------   ------------------

    Vacant         --             --            9%               9%              --                  --
     2006           1         $28.50            0%               9%               1%                  1%
     2007           1         $34.04            4%              13%               5%                  6%
     2008           1         $25.32            1%              14%               1%                  7%
     2009          --             --           --               14%              --                   7%
     2010          --             --           --               14%              --                   7%
     2011           4         $27.44           68%              83%              75%                 82%
     2012          --             --           --               83%              --                  82%
     2013           1         $25.50           17%             100%              18%                100%
     2014          --             --           --              100%              --                 100%
     2015          --             --           --              100%              --                 100%
2016 & Beyond      --             --           --              100%              --                 100%


     The following table presents certain information relating to the tenants at
the Dulles Executive Plaza Property:



                                                                                     % OF TOTAL     ANNUALIZED
                             CREDIT RATING                            ANNUALIZED     ANNUALIZED    UNDERWRITTEN
                               (FITCH/         TENANT               UNDERWRITTEN    UNDERWRITTEN     BASE RENT       LEASE
        TENANT NAME         MOODY'S/S&P)(1)     NRSF    % OF NRSF   BASE RENT ($)     BASE RENT    ($ PER NRSF)   EXPIRATION
-------------------------   ---------------   -------   ---------   -------------   ------------   ------------   ----------

Cisco Systems (2)               --/A1/A+      189,764       50%      $4,944,295          52%          $26.05      05/31/2011
Lockheed Martin Corp. (3)     A-/Baa1/BBB+     98,868       26%      $2,554,171          27%          $25.83      02/28/2013
ExoStar, LLC                       (4)         31,565        8%      $1,156,542          12%          $36.64      05/31/2011
Nokia Internet
Communications                   A+/A1/A       14,777        4%      $  503,061           5%          $34.04      12/31/2007
netASPx, Inc.                   --/--/--        5,515        1%      $  154,420           2%          $28.00      06/30/2011
NetMasterClass, LLC             --/--/--        4,326        1%      $  109,534           1%          $25.32      01/31/2008
CBRE (Management Office)       --/Ba1/BB+       1,744        0%      $   49,704           1%          $28.50      12/31/2006
                                              -------      ---       ----------         ---           ------
TOTAL/WEIGHTED AVERAGE                        346,559       91%      $9,471,727         100%          $27.33
                                              =======      ===       ==========         ===           ======

Other Tenants                      NAP              0        0%      $        0           0%          $ 0.00         NAP
Vacant Space                       NAP         33,037        9%      $        0           0%          $ 0.00         NAP
                                              -------      ---       ----------         ---           ------
TOTAL/WEIGHTED AVERAGE                        379,596      100%      $9,471,727         100%          $24.95
                                              =======      ===       ==========         ===           ======


(1)  Certain ratings are those of the parent company whether or not the parent
     guarantees the lease.

(2)  The entire 189,764 square foot space is subleased to Lockheed Martin Corp.

(3)  33,037 square feet of the Lockheed Martin Corp. space expire on December
     31, 2011.

(4)  ExoStar, LLC is a consortium of BAE Systems (BBB/Baa2/BBB), Boeing
     (A+/A2/A), Lockheed Martin (A-/Baa1/BBB+), Raytheon (BBB/Baa2/BBB) and
     Rolls-Royce (BBB+/Baa1/A-).


                                     III-16



     ESCROWS AND RESERVES. Real estate tax and insurance reserves spring if the
Dulles Executive Plaza Borrower fails to provide evidence of payment. Cap Ex
reserve springs if the Dulles Executive Plaza Borrower fails to provide evidence
of property maintenance or an event of default occurs.

     LOCKBOX AND CASH MANAGEMENT. A hard lockbox is triggered upon a DSCR less
than or equal to 1.75x or a cash management event. A cash management event is
triggered upon (i) the date the DSCR is less than or equal to 1.25x for the
preceding six months annualized, (ii) the occurrence of an event of default,
(iii) the bankruptcy of the Dulles Executive Plaza Borrower, the property
manager or the anchor tenant (collectively Cisco Systems, Inc. and Lockheed
Martin Corporation), (iv) the Cisco lease (expiring May 31, 2011) is not renewed
on or before June 1, 2010, (v) the Lockheed lease for suite 500 & 600 (expiring
February 28, 2013) is not renewed on or before March 1, 2012, or (vi) the
Lockheed lease for suite 300 is not renewed on or before January 1, 2011. In
such case, all receivables will be swept daily to a cash management account
controlled by the lender. Such cash sweep may be terminated (not more than twice
during the term of the loan), subject to certain conditions, including but not
limited to, the DSCR for the preceding six month period being greater than or
equal to 1.35x for two complete, consecutive calendar quarters or the receipt of
new leases, as applicable, with Cisco, Lockheed, or an approved replacement
tenant.

     PROPERTY MANAGEMENT. The Dulles Executive Plaza Property is managed by
Inland American Office Management, LLC, an affiliate of the Dulles Executive
Plaza Borrower.

     MEZZANINE LOAN AND PREFERRED EQUITY INTEREST. Not allowed.

     ADDITIONAL SECURED INDEBTEDNESS (NOT INCLUDING TRADE DEBTS). Not allowed.

     RELEASE OF PARCELS. The Dulles Executive Plaza Borrower may obtain a
release of a designated out-parcel, without any required prepayment of the
Dulles Executive Plaza Loan, provided the Dulles Executive Plaza Borrower
satisfies certain legal conditions. BSCMI attributed no income to the designated
out-parcel and the appraisal attributed no value to it.

     Certain additional information regarding the Dulles Executive Plaza Loan
and the Dulles Executive Plaza Property is set forth on Appendix II hereto.


                                     III-17



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                                     III-18



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                     MORTGAGE LOAN NO. 4 - W HOTEL SAN DIEGO
--------------------------------------------------------------------------------

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                                     III-19



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                     MORTGAGE LOAN NO. 4 - W HOTEL SAN DIEGO
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                                     III-20



--------------------------------------------------------------------------------
                     MORTGAGE LOAN NO. 4 - W HOTEL SAN DIEGO
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
ORIGINAL BALANCE:                      $65,000,000

CUT-OFF DATE BALANCE:                  $65,000,000

LOAN PURPOSE:                          Acquisition

SHADOW RATING (MOODY'S/FITCH):         NAP

FIRST PAYMENT DATE:                    August 1, 2006

INTEREST RATE:                         6.14175%

AMORTIZATION:                          Interest only through April 1, 2012.
                                       Principal and interest payments of
                                       $395,651.19 monthly beginning May 1, 2012
                                       through the maturity date.

ARD:                                   NAP

HYPERAMORTIZATION:                     NAP

MATURITY DATE:                         January 1, 2018

EXPECTED MATURITY BALANCE:             $60,277,384

SPONSOR:                               Sunstone Hotels Investors, Inc.

INTEREST CALCULATION:                  Actual/360

CALL PROTECTION:                       Locked out until the earlier of June 26,
                                       2009 or 2 years after the REMIC
                                       "start-up" day, with U.S. Treasury
                                       defeasance thereafter. Prepayable without
                                       penalty from and after October 1, 2017.

LOAN PER ROOM:                         $251,938

UP-FRONT RESERVES:                     RE Tax:                 $321,417
                                       Deferred Maintenance:   $16,500

ONGOING RESERVES:                      RE Tax:                 $80,354 / month
                                       Insurance:              Springing

LOCKBOX:                               Springing Hard
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:                Single Asset

PROPERTY TYPE:                         Hospitality

PROPERTY SUB-TYPE:                     Full Service

LOCATION:                              San Diego, CA

YEAR BUILT/RENOVATED:                  2002 / NAP

OCCUPANCY(1):                          77.3%

ROOMS:                                 258

THE COLLATERAL:                        19-story, full service hotel

OWNERSHIP INTEREST:                    Fee

PROPERTY MANAGEMENT:                   Starwood Hotels & Resorts Worldwide, Inc.

3RD MOST RECENT NET OP. INCOME:        $6,451,480

2ND MOST RECENT NET OP. INCOME:        $7,132,095

MOST RECENT NET OP. INCOME:            $6,757,303

U/W NET OP. INCOME:                    $7,786,014

U/W NET CASH FLOW:                     $6,651,848

U/W OCCUPANCY:                         75.5%

APPRAISED VALUE:                       $100,000,000

CUT-OFF DATE LTV:                      65.0%

MATURITY DATE LTV:                     60.3%

DSCR:                                  1.64x

POST IO DSCR:                          1.40x
--------------------------------------------------------------------------------

(1)  Occupancy is based on the trailing twelve months financials dated June 30,
     2006.

THE W HOTEL SAN DIEGO LOAN

     THE LOAN. The fourth largest loan (the "W Hotel San Diego Loan") is
evidenced by one promissory note and is secured by a first priority deed of
trust and security agreement on the W Hotel San Diego and an adjacent 5,000
square foot building, both located in San Diego, California (the "W Hotel San
Diego Property"). The W Hotel San Diego Loan was originated on June 26, 2006 by
Bear Stearns Commercial Mortgage, Inc.

     THE BORROWER. The borrower is Sunstone Downtown, LLC, a Delaware limited
liability company (the "W Hotel San Diego Borrower") that owns no material
assets other than the W Hotel San Diego Property. The sponsor, Sunstone Hotel
Investors, Inc. ("Sunstone"; NYSE: SHO), is a southern California-based real
estate investment trust that owns hotels throughout the United States. As of
September 13, 2006, Sunstone owned 50 hotels with an aggregate of 15,928 rooms
primarily in the upper-upscale and upscale segments, operated under franchises
from nationally recognized hotel companies such as Marriott, Hyatt, Hilton,
Starwood and Fairmont.


                                     III-21



     THE PROPERTY. The W Hotel San Diego Property is a 19-story, 258-room full
service hotel located in downtown San Diego, California. Adjacent to the hotel,
and part of the collateral for the W Hotel San Diego Loan, is a 5,000 square
foot 1-story building leased to Karl Strauss Brewery. The W Hotel San Diego
Property is situated on State Street and B Street and is in close proximity to
the San Diego Convention Center and the downtown San Diego office space corridor
and Cruise Ship Terminal. The property is also situated near the restaurant and
entertainment areas of Little Italy, Seaport Village, the San Diego bayfront and
the Gaslamp Quarter. Amtrak and the San Diego trolley station are in close
proximity to the property. The W Hotel San Diego features three levels of
subterranean parking, five meeting rooms with approximately 4,026 square feet of
meeting space, an outdoor pool, fitness center, spa (4 treatment rooms), a
business center and the Beach bar night club. Typical room amenities include a
king or queen size bed, 32" Plasma TV and DVD player, high-speed Internet access
and a mini-bar.

              SUBJECT AND MARKET HISTORICAL OCCUPANCY, ADR, REVPAR



                     COMPETITIVE SET (1)             W HOTEL SAN DIEGO (2)           PENETRATION FACTOR
               -------------------------------   -----------------------------   --------------------------
    YEAR       OCCUPANCY      ADR       REVPAR   OCCUPANCY     ADR      REVPAR   OCCUPANCY    ADR    REVPAR
------------   ---------   ---------   -------   ---------   -------   -------   ---------   -----   ------

    2003          78.8%     $158.10    $124.60      69.6%    $201.88   $140.60      88.3%    127.7%   112.8%
    2004          77.9%     $159.16    $123.93      74.1%    $209.10   $154.91      95.1%    131.4%   125.0%
    2005          80.7%     $174.63    $140.94      78.4%    $229.44   $179.79      97.1%    131.4%   127.6%
T-12 06/2006      79.5%     $172.37    $137.03      77.3%    $235.84   $182.28      97.2%    136.8%   133.0%


(1)  Based data provided by STR Reports.

(2)  Based on operating statements provided by the W Hotel San Diego Borrower.

     ESCROWS AND RESERVES. An upfront escrow of $16,500 was taken for 125% of
identified deferred maintenance at the W Hotel San Diego Property. The W Hotel
San Diego Borrower is required to escrow 1/12 of annual real estate taxes
monthly. Insurance reserves spring if the W Hotel San Diego Borrower fails to
provide evidence of payment. An FF&E reserve of 4% of total gross revenues is
collected on a monthly basis by the manager of the W Hotel San Diego Property
and as such, the W Hotel San Diego Borrower is not required to escrow for FF&E.

     LOCKBOX AND CASH MANAGEMENT. A hard lockbox is triggered in the event (i)
the property is not managed by Starwood Hotels & Resorts Worldwide, Inc.
("Starwood"), pursuant to the management agreement or (ii) the property is not
managed by a qualified manager pursuant to the Replacement Management Agreement.

     PROPERTY MANAGEMENT. The W Hotel San Diego Property is managed by Starwood.
Starwood (NYSE: HOT) is a hotel and leisure company with approximately 850
properties in more than 95 countries and 145,000 employees at its owned and
managed properties. Starwood is an owner, operator and franchisor of hotels and
resorts with the following brands: St. Regis, The Luxury Collection, Sheraton,
Westin, Four Points by Sheraton, W, Le Meridien and the recently announced
Aloft. Starwood also owns Starwood Vacation Ownership, Inc., a developer and
operator of vacation interval ownership resorts.

     MEZZANINE LOAN AND PREFERRED EQUITY INTEREST. Not allowed.

     ADDITIONAL SECURED INDEBTEDNESS (NOT INCLUDING TRADE DEBTS). Not allowed.

     RELEASE OF PARCELS. Not allowed.

     Certain additional information regarding the W Hotel San Diego Loan and the
W Hotel San Diego Property is set forth on Appendix II hereto.


                                     III-22



--------------------------------------------------------------------------------
                      MORTGAGE LOAN NO. 5 - HILTON TAPATIO
--------------------------------------------------------------------------------

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                                     III-23



--------------------------------------------------------------------------------
                      MORTGAGE LOAN NO. 5 - HILTON TAPATIO
--------------------------------------------------------------------------------

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                                     III-24



--------------------------------------------------------------------------------
                      MORTGAGE LOAN NO. 5 - HILTON TAPATIO
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
ORIGINAL BALANCE:                      $55,250,000

CUT-OFF DATE BALANCE:                  $55,250,000

LOAN PURPOSE:                          Acquisition

SHADOW RATING (MOODY'S/FITCH):         NAP

FIRST PAYMENT DATE:                    October 1, 2006

INTEREST RATE:                         6.280%

AMORTIZATION:                          Interest only through September 1, 2008.
                                       Principal and interest payments of
                                       $341,262.45 monthly beginning October 1,
                                       2008 through the anticipated repayment
                                       date.

ARD:                                   September 1, 2016

HYPERAMORTIZATION:                     After the ARD, the loan interest rate
                                       steps up to five percent (5%) above the
                                       greater of (i) the initial interest rate
                                       and (ii) the Treasury Rate.

MATURITY DATE:                         September 1, 2036

EXPECTED ARD BALANCE:                  $49,340,401

SPONSOR:                               Highland Hospitality LP

INTEREST CALCULATION:                  Actual/360

CALL PROTECTION:                       Locked out until the earlier of September
                                       1, 2009 or 2 years after the REMIC
                                       "start-up" day, with U.S. Treasury
                                       defeasance thereafter. Prepayable without
                                       penalty from and after August 1, 2016.

LOAN PER ROOM:                         $94,444

UP-FRONT RESERVES:                     RE Tax:      $249,227
                                       Insurance:   $72,234

ONGOING RESERVES:                      RE Tax:      Springing
                                       Insurance:   Springing
                                       FF&E:        Springing
                                       Other:       Springing

LOCKBOX:                               Springing Hard
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:                Single Asset

PROPERTY TYPE:                         Hospitality

PROPERTY SUB-TYPE:                     Full Service

LOCATION:                              Phoenix, AZ

YEAR BUILT/RENOVATED:                  1981 - 1983 / 2001 - 2006

OCCUPANCY(1):                          73.2%

ROOMS:                                 585

THE COLLATERAL:                        Full Service Hotel and Resort

OWNERSHIP INTEREST:                    Fee and Leasehold

PROPERTY MANAGEMENT:                   Hilton Hotels Corporation

3RD MOST RECENT NET OP. INCOME:        $6,917,415

2ND MOST RECENT NET OP. INCOME:        $6,979,750

MOST RECENT NET OP. INCOME(2):         $8,246,791

U/W NET OP. INCOME:                    $8,668,899

U/W NET CASH FLOW:                     $6,712,977

U/W OCCUPANCY:                         75.0%

APPRAISED VALUE:                       $85,000,000

CUT-OFF DATE LTV:                      65.0%

ARD LTV:                               58.0%

DSCR:                                  1.91x

POST IO DSCR:                          1.64x
--------------------------------------------------------------------------------

(1)  Occupancy is based on the trailing twelve month financials dated June 30,
     2006.

(2)  Most Recent NOI is based on the trailing twelve months as of June 30, 2006.

THE HILTON TAPATIO LOAN

     THE LOAN. The fifth largest loan (the "Hilton Tapatio Loan") as evidenced
by the Promissory Note (the "Hilton Tapatio Note") is secured by a first
priority fee and leasehold Deed of Trust and Absolute Assignment of Rents and
Leases and Security Agreement (the "Hilton Tapatio Mortgage") encumbering the
585-suite full-service hotel and resort known as Hilton Tapatio, located in
Phoenix, Arizona (the "Hilton Tapatio Property"). The Hilton Tapatio Loan was
originated on August 29, 2006 by or on behalf of Wells Fargo Bank, National
Association.

     THE BORROWER. The borrower is HH Tapatio Phoenix LLC, a Delaware limited
liability company (the "Hilton Tapatio Borrower") that owns no material asset
other than the Hilton Tapatio Property and related interests. The sponsor is
Highland Hospitality LP, which owns a 100% partnership interest of the Hilton
Tapatio Borrower, while Highland Hospitality Corporation ("HHC" NYSE: HIH) owns
a


                                     III-25



98.9% limited partnership interest in Highland Hospitality LP. HHC is a
Maryland-based real estate investment trust that owns approximately 25 hotels
consisting of 7,795 guestrooms in 13 states and the District of Columbia. The
properties are operated under a number of flags including Marriott, Hilton,
Westin, Hyatt, Sheraton, Renaissance, Crowne Plaza, Courtyard, Hilton Garden
Inn, Wyndham, and Residence Inn. As of December 31, 2005, HHC had total
shareholder equity of over $500 million.

     THE PROPERTY. The Hilton Tapatio Property is operated by Hilton Hotels
Corporation, and consists of a resort lodging facility, originally constructed
from 1981 to 1983 and extensively renovated from 2001 to 2006, on approximately
232 acres, and includes 585 hotel suites. There are 226 king rooms; 321
double-queen rooms; 28 presidential suites; 9 ambassador suites and 1 grande
suite. The Hilton Tapatio Property also contains 25,840 square feet of meeting
space, four restaurants, eight pools, a spa, workout center, and two tennis
courts. The hotel also offers an 18-hole golf championship course called the
Lookout Mountain Golf Club, which has been consistently ranked as one of the top
25 golf courses in Arizona. The Hilton Tapatio Property also has The Falls Water
Village, a 3-acre water park with a 138-foot waterslide, 23 private cabanas, a
restaurant pavilion and 2 hot plunge spas. The Hilton Tapatio Property has
undergone approximately $27 million in renovations from 2001 through 2005 and an
additional $15.1 million is proposed to be spent through 2008 in accordance with
Hilton Hotel Corporation's property improvement plan ("PIP"). Highland
Hospitality LP has guaranteed the related PIP expenditures. The subject property
buildings overlook the slopes of the Phoenix North Mountain Preserve,
approximately 20 minutes from the Sky Harbor International Airport. A 32-acre
portion of the golf course is leased pursuant to a ground lease that expires in
March 2054, and which has been subordinated to the Hilton Tapatio Mortgage.

             SUBJECT AND MARKET HISTORICAL OCCUPANCY, ADR, REVPAR(1)



                    COMPETITIVE SET                  HILTON TAPATIO              PENETRATION FACTOR
             -----------------------------   -----------------------------   --------------------------
   YEAR      OCCUPANCY     ADR      REVPAR   OCCUPANCY     ADR      REVPAR   OCCUPANCY    ADR    REVPAR
----------   ---------   -------   -------   ---------   -------   -------   ---------   -----   ------

TTM 6/2004     64.3%     $128.98   $ 82.88     69.3%     $129.60   $ 89.85     107.9%    100.5%   108.4%
TTM 6/2005     70.1%     $133.46   $ 93.54     72.7%     $133.59   $ 97.17     103.8%    100.1%   103.9%
TTM 6/2006     73.4%     $145.30   $106.61     73.2%     $140.46   $102.87      99.8%     96.7%    96.5%


(1)  The above table is based on data provided by STR Reports.

     ESCROWS AND RESERVES. The Hilton Tapatio Borrower is not required to escrow
for real estate taxes or insurance monthly provided Hilton Hotel Corporation is
making payments pursuant to the management agreement and no default exists. The
FF&E impound is waived provided the Manager is maintaining the FF&E Fund in
accordance with the management agreement. If the FF&E impound is restored, the
Hilton Tapatio Borrower is required to escrow four percent (4%) of Gross
Revenues for FF&E on a monthly basis with the lender, or such other amount as
required pursuant to the management agreement.

     If the Hilton Tapatio Borrower fails to complete any of the repairs
excluded from the property improvement plan (as outlined in the Promissory Note,
Exhibit C) by September 1, 2009, the Hilton Tapatio Borrower will deposit an
amount equal to 120% of the amount ascribed to each excluded repair. The
excluded repairs are guaranteed by Highland Hospitality LP.

     In addition, within two business days of a Cash Flow Sweep Period (defined
in the "Lockbox and Cash Management" section), borrower must deposit: the sum of
one interest only or principal and interest payment, any impounds, and a $500
minimum account balance deposit.

     LOCKBOX AND CASH MANAGEMENT. A hard lockbox will spring and a Cash Flow
Sweep Period is triggered on the earlier of the following events: (i) occurrence
of default or (ii) the Hilton Tapatio Loan has not been paid in full on or
before the Anticipated Repayment Date, and such Cash Flow Sweep Period shall
continue until the date three months after the default has been cured or the
loan has been paid in full.

     PROPERTY MANAGEMENT. The Hilton Tapatio Property is managed by Hilton
Hotels Corporation. Hilton Hotels Corporation (NYSE: HLT; rated BB/Ba2 by
S&P/Moody's) is a hospitality company with more than 2,300 franchised and
managed hotels with approximately 350,000 rooms in 50 states and the District of
Columbia. Hilton Hotels Corporation has approximately 70,000 team members
worldwide. The management agreement is subordinate to the Hilton Tapatio Loan.

     MEZZANINE LOAN AND PREFERRED EQUITY INTEREST. Not allowed.

     ADDITIONAL SECURED INDEBTEDNESS (NOT INCLUDING TRADE DEBTS). Not allowed.

     RELEASE OF PARCELS. Not allowed.

     Certain additional information regarding the Hilton Tapatio Loan and the
Hilton Tapatio Property is set forth on Appendix II hereto.


                                     III-26



--------------------------------------------------------------------------------
                       MORTGAGE LOAN NO. 6 - POTOMAC PLACE
--------------------------------------------------------------------------------

                       [4 PHOTOS OF POTOMAC PLACE OMITTED]


                                     III-27



--------------------------------------------------------------------------------
                       MORTGAGE LOAN NO. 6 - POTOMAC PLACE
--------------------------------------------------------------------------------

               [MAP INDICATING LOCATION OF POTOMAC PLACE OMITTED]


                                     III-28



--------------------------------------------------------------------------------
                       MORTGAGE LOAN NO. 6 - POTOMAC PLACE
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
ORIGINAL BALANCE:                      $44,000,000

CUT-OFF DATE BALANCE:                  $44,000,000

LOAN PURPOSE:                          Refinance

SHADOW RATING (MOODY'S/FITCH):         NAP

FIRST PAYMENT DATE:                    November 1, 2006

INTEREST RATE:                         5.940%

AMORTIZATION:                          Interest Only

ARD:                                   NAP

HYPERAMORTIZATION:                     NAP

MATURITY DATE:                         October 1, 2016

EXPECTED MATURITY BALANCE:             $44,000,000

SPONSORS:                              Shelton Zuckerman

INTEREST CALCULATION:                  Actual/360

CALL PROTECTION:                       Locked out until the earlier of
                                       September 29, 2011 or 2 years after
                                       the REMIC "start-up" day, with U.S.
                                       Treasury defeasance or the payment
                                       of the greater of a yield
                                       maintenance premium and 1% of the
                                       principal balance thereafter.
                                       Prepayable without penalty from and
                                       after July 1, 2016.

LOAN PER SF:                           $552.39

UP-FRONT RESERVES:                     None

ONGOING RESERVES:                      Cap Ex:      Springing
                                       RE Tax:      Springing
                                       Insurance:   Springing
                                       TI/LC:       Springing

LOCKBOX:                               None

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:                Single Asset

PROPERTY TYPE:                         Retail

PROPERTY SUB-TYPE:                     Anchored

LOCATION:                              Potomac, MD

YEAR BUILT/RENOVATED:                  1967 / 1989

PERCENT LEASED(1):                     100.0%

SQUARE FOOTAGE:                        79,654

THE COLLATERAL:                        Anchored retail
                                       center

OWNERSHIP INTEREST:                    Fee

PROPERTY MANAGEMENT:                   Zuckermann Gravely Management,
                                       Inc.

3RD MOST RECENT NET OP. INCOME:        $3,393,906

2ND MOST RECENT NET OP. INCOME:        $3,750,390

MOST RECENT NET OP. INCOME:            $4,180,352

U/W NET OP. INCOME:                    $3,944,214

U/W NET CASH FLOW:                     $3,831,105

U/W OCCUPANCY:                         96.2%

APPRAISED VALUE:                       $63,900,000

CUT-OFF DATE LTV:                      68.9%

MATURITY DATE LTV:                     68.9%

DSCR:                                  1.45x

POST IO DSCR:                          NAP
--------------------------------------------------------------------------------

(1)  Percent Leased is based on the rent roll dated July 31, 2006.

THE POTOMAC PLACE LOAN

     THE LOAN. The sixth largest loan (the "Potomac Place Loan") as evidenced by
the Promissory Note (the "Potomac Place Note") is secured by a first priority
fee Indemnity Deed of Trust and Security Agreement (the "Potomac Place
Mortgage") encumbering the 79,654 square foot anchored retail center known as
Potomac Place, located in Potomac, Maryland (the "Potomac Place Property"). The
Potomac Place Loan was originated on September 29, 2006 by or on behalf of
Morgan Stanley Mortgage Capital Inc.

     THE BORROWER. The borrower is Potomac Shopping Center, LLC, a Maryland
limited liability company (the "Potomac Place Borrower"). The Potomac Place
Mortgage was granted by an indemnitor that is affiliated with the Potomac Place
Borrower and that owns no material asset other than the Potomac Place Property
and related interests. The sponsor of the Potomac Place Loan is Shelton
Zuckerman, an owner of Gravely Development, Inc., a full service real estate
company. Gravely Development, Inc. reportedly owns approximately 1,400,000 net
rentable square feet of existing commercial office and retail space, as well as
approximately 1,700 apartment units in the Washington metropolitan area.


                                     III-29



     THE PROPERTY. The Potomac Place Property is located in Potomac, Maryland,
at 10102 River Road. The Potomac Place Property was originally constructed in
1967. It consists of a 79,654 square foot, one-story anchored retail center with
second floor offices. The Potomac Place Property is situated on approximately
6.0 acres and includes 389 parking spaces. The Potomac Place Property is
anchored by Safeway and Rite Aid. Safeway occupies 20,159 square feet, its lease
expires on September 30, 2027. Rite Aid occupies 8,720 square feet and its lease
expires on September 30, 2017.

     The following table presents certain information relating to the lease
rollover at the Potomac Place Property:



                             LEASE ROLLOVER SCHEDULE

                               AVERAGE                                            % OF TOTAL        CUMULATIVE % OF
                  # OF    UNDERWRITTEN BASE                                   UNDERWRITTEN BASE   TOTAL UNDERWRITTEN
                 LEASES      RENT PER SF      % OF TOTAL SF    CUMULATIVE %    RENTAL REVENUES        BASE RENTAL
     YEAR       ROLLING        ROLLING           ROLLING      OF SF ROLLING        ROLLING         REVENUES ROLLING
-------------   -------   -----------------   -------------   -------------   -----------------   ------------------

    Vacant        --                --             --               --               --                   --
     2006          1            $60.10              3%               3%               4%                   4%
     2007          3            $55.30              6%               9%               7%                  10%
     2008          9            $51.50             14%              23%              14%                  24%
     2009          5            $57.43             13%              36%              14%                  38%
     2010          5            $65.15              9%              45%              11%                  49%
     2011          3            $53.87              4%              49%               4%                  52%
     2012         --                --             --               49%              --                   52%
     2013          2            $59.87             12%              60%              13%                  65%
     2014         --                --             --               60%              --                   65%
     2015          1            $75.00              2%              62%               2%                  68%
2016 & Beyond      3            $44.17             38%             100%              32%                 100%


     The following table presents certain information relating to the major
tenants at the Potomac Place Property:



                                                                                 % OF TOTAL     ANNUALIZED
                          CREDIT RATING                           ANNUALIZED     ANNUALIZED    UNDERWRITTEN
                             (FITCH/       TENANT                UNDERWRITTEN   UNDERWRITTEN     BASE RENT        LEASE
      TENANT NAME        MOODY'S S&P)(1)    NRSF    % OF NRSF   BASE RENT ($)     BASE RENT    ($ PER NRSF)   EXPIRATION(2)
----------------------   ---------------   ------   ---------   -------------   ------------   ------------   -------------

Safeway                   BBB/Baa1/BBB-    20,159       25%      $  635,009          15%          $31.50       09/30/2027
Rite Aid                   CCC+/Caa1/B+     8,720       11%      $  654,000          16%          $75.00       09/30/2017
Strosniders Hardware         --/--/--       7,240        9%      $  426,791          10%          $58.95       04/30/2013
PNC Bank                      A/A1/A        4,971        6%      $  372,825           9%          $75.00       10/07/2009
Rockys Video                 --/--/--       4,008        5%      $  124,433           3%          $31.05       08/31/2009
                                           ------      ---       ----------         ---           ------
TOTAL/WEIGHTED AVERAGE                     45,098       57%      $2,213,057          53%          $49.07
                                           ======      ===       ==========         ===           ======
Other Tenants                  NAP         34,556       43%      $1,983,630          47%          $57.40         Various
Vacant Space                   NAP              0        0%      $        0           0%          $ 0.00           NAP
                                           ------      ---       ----------         ---           ------
TOTAL/WEIGHTED AVERAGE                     79,654      100%      $4,196,689         100%          $52.69
                                           ======      ===       ==========         ===           ======


(1)  Certain ratings are those of the parent company whether or not the parent
     guarantees the lease.

     ESCROWS AND RESERVES. The Potomac Place Borrower is required to escrow 1/12
of annual real estate taxes and insurance premiums monthly. However, as long as
no Event of Default has occurred and is continuing, proof of payment is provided
to lender that all payments were made on-time, and, in regard to the insurance
escrow, the Potomac Place Borrower provides lender with a blanket insurance
policy acceptable to lender and in accordance with the Potomac Place Loan, the
real estate tax escrow and the insurance escrow shall be waived. The Potomac
Place Borrower is also required to escrow $996 monthly for capital expenditures
and $11,550 monthly for tenant improvements and leasing commissions. However, as
long as no Event of Default has occurred and is continuing, the capital
expenditures escrow and the tenant improvements and leasing commissions escrow
shall be waived. The Potomac Place Borrower shall also remit to lender in
reserve any lease termination fees it receives in respect of any leases that are
terminated.

     LOCKBOX AND CASH MANAGEMENT. None.

     PROPERTY MANAGEMENT. The Potomac Place Property is managed by Zuckerman
Gravely Management, Inc., an affiliate of the Potomac Place Loan's sponsor. The
management agreement is subordinate to the Potomac Place Loan.


                                     III-30



     MEZZANINE LOAN AND PREFERRED EQUITY INTEREST. The limited partners of the
Potomac Place Borrower are permitted to obtain mezzanine financing, subject to
the execution of an intercreditor agreement and the satisfaction of certain
conditions in the Potomac Place Loan, including a DSCR of no less than 1.10x and
an LTV of no greater than 85%.

     ADDITIONAL INDEBTEDNESS (NOT INCLUDING TRADE DEBTS). In addition to the
permitted mezzanine loan described above, the Potomac Place Borrower is
permitted to obtain a second priority mortgage, subject to the execution of a
standstill agreement and the satisfaction of certain conditions, including an
aggregate (together with any mezzanine loan) DSCR of no less that 1.30x and a
combined LTV of no greater than 75%.

     RELEASE OF PARCELS. Not allowed.

     Certain additional information regarding the Potomac Place Loan and the
Potomac Place Property is set forth on Appendix II hereto.


                                     III-31



                      [THIS PAGE INTENTIONALLY LEFT BLANK.]


                                     III-32



--------------------------------------------------------------------------------
              MORTGAGE LOAN NO. 7 - GRESHAM STATION SHOPPING CENTER
--------------------------------------------------------------------------------

              [5 PHOTOS OF GRESHAM STATION SHOPPING CENTER OMITTED]


                                     III-33



--------------------------------------------------------------------------------
              MORTGAGE LOAN NO. 7 - GRESHAM STATION SHOPPING CENTER
--------------------------------------------------------------------------------

      [MAP INDICATING LOCATION OF GRESHAM STATION SHOPPING CENTER OMITTED]


                                     III-34



--------------------------------------------------------------------------------
              MORTGAGE LOAN NO. 7 - GRESHAM STATION SHOPPING CENTER
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
ORIGINAL BALANCE(1):                   $41,500,000

CUT-OFF DATE BALANCE:                  $41,500,000

LOAN PURPOSE:                          Refinance

SHADOW RATING (MOODY'S/FITCH):         NAP

FIRST PAYMENT DATE:                    November 1, 2006

INTEREST RATE:                         5.990%

AMORTIZATION:                          Interest only through October 1, 2009.
                                       Principal and interest payments of
                                       $248,546.74 monthly beginning November 1,
                                       2009 through the maturity date.

ARD:                                   NAP

HYPERAMORTIZATION:                     NAP

MATURITY DATE:                         October 1, 2016

EXPECTED MATURITY BALANCE:             $37,557,001

SPONSOR:                               Chang Management LLC

INTEREST CALCULATION:                  Actual/360

CALL PROTECTION:                       Locked out until the earlier of October
                                       1, 2010 or 2 years after the REMIC
                                       "start-up" day, with U.S. Treasury
                                       defeasance thereafter. Prepayable without
                                       penalty from and after July 1, 2016.

LOAN PER SF:                           $140.29

UP-FRONT RESERVES:                     Deferred Maintenance:   $66,750
                                       Cap Ex:                 $623,299
                                       Other:                  $500,000

ONGOING RESERVES:                      RE Tax:                 Springing
                                       Insurance:              Springing

LOCKBOX:                               None
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:                Single Asset

PROPERTY TYPE:                         Retail

PROPERTY SUB-TYPE:                     Anchored

LOCATION:                              Gresham, OR

YEAR BUILT/RENOVATED:                  2001 / NAP

PERCENT LEASED(1):                     90.8%

SQUARE FOOTAGE:                        295,809

THE COLLATERAL:                        Anchored retail center

OWNERSHIP INTEREST:                    Fee

PROPERTY MANAGEMENT:                   Westlake Realty Group, Inc

3RD MOST RECENT NET OP. INCOME:        $4,241,581

2ND MOST RECENT NET OP. INCOME:        $3,241,932

MOST RECENT NET OP. INCOME:            $3,522,832

U/W NET OP. INCOME:                    $4,269,728

U/W NET CASH FLOW:                     $4,029,983

U/W OCCUPANCY:                         89.7%

APPRAISED VALUE:                       $64,000,000

CUT-OFF DATE LTV:                      64.8%

MATURITY DATE LTV:                     58.7%

DSCR:                                  1.60x

POST IO DSCR:                          1.35x
--------------------------------------------------------------------------------

(1)  Percent Leased is based on the underwritten rent roll as of August 1, 2006.

THE GRESHAM STATION SHOPPING CENTER LOAN

     THE LOAN. The seventh largest loan (the "Gresham Station Shopping Center
Loan") as evidenced by the Promissory Note (the "Gresham Station Shopping Center
Note") is secured by a first priority fee Deed of Trust and Absolute Assignment
of Rents and Leases and Security Agreement (the "Gresham Station Shopping Center
Mortgage") encumbering the 295,809 square foot anchored retail center known as
Gresham Station Shopping Center, located in Gresham, Oregon (the "Gresham
Station Shopping Center Property"). The Gresham Station Shopping Center Loan was
originated on September 18, 2006 by or on behalf of Wells Fargo Bank, National
Association.

     THE BORROWER. The borrower is Westlake Gresham Center, LLC, a Delaware
limited liability company (the "Gresham Station Shopping Center Borrower") that
owns no material asset other than the Gresham Station Shopping Center Property
and related interests. The Gresham Station Shopping Center borrower is 100%
owned by Chang Income Property Partnership, LP. Chang Income Property
Partnership, LP is 40% owned by Westlake Development Group, LLC and 60% owned by
the TM & YF Chang Revocable Trust. Chang Income Property Partnership is a
subsidiary of Chang Management LLC. Chang Management LLC had total assets of
over $382 million and a total net worth in excess of $211 million as of December
31, 2005.


                                     III-35



     THE PROPERTY. The Gresham Station Shopping Center Property is located in
Gresham, Oregon, approximately 13 miles east of Portland. The subject was
constructed in 2001 and consists of 295,809 square feet in 15 buildings. It is
situated on approximately 16.2 acres and includes a total of 1,010 parking
spaces, including 41 handicapped spaces. The major tenants at the subject are
Best Buy (38,600 square feet), Bed, Bath and Beyond, Inc. (30,000 square feet),
Border's Books (25,085 square feet), Old Navy (25,000 square feet) and Cost Plus
(18,300 square feet).

     The following table presents certain information relating to the lease
rollover at the Gresham Station Shopping Center Property:

                             LEASE ROLLOVER SCHEDULE



                                                                                              CUMULATIVE % OF
                            AVERAGE                                                            UNDERWRITTEN
                 # OF     UNDERWRITTEN                                    % OF UNDERWRITTEN     TOTAL BASE
                 LEASES   BASE RENT PER   % OF TOTAL SF    CUMULATIVE %   TOTAL BASE RENTAL   RENTAL REVENUES
     YEAR       ROLLING    SF ROLLING       ROLLING       OF SF ROLLING    REVENUES ROLLING       ROLLING
-------------   -------   -------------   -------------   -------------   -----------------   ---------------

    Vacant        --              --             9%              9%               --                  --
     MTM           1          $17.75             0%              9%               0%                  0%
     2006          2          $18.41             5%             14%               6%                  6%
     2007          4          $24.23             5%             19%               7%                 13%
     2008          3          $21.02             2%             21%               2%                 15%
     2009          1          $29.00             1%             22%               2%                 16%
     2010          7          $15.51            16%             38%              15%                 31%
     2011         15          $19.34            30%             68%              35%                 66%
     2012          5          $24.86             4%             72%               5%                 72%
     2013          2          $22.55             3%             75%               5%                 76%
     2014         --              --             --             75%               --                 76%
     2015         --              --             --             75%               --                 76%
2016 & Beyond      4          $15.71            25%            100%              24%                100%


     The following table presents certain information relating to the major
tenants at the Gresham Station Shopping Center Property:



                                                                                          % OF TOTAL     ANNUALIZED
                                                                           ANNUALIZED     ANNUALIZED    UNDERWRITTEN
                                CREDIT RATING (FITCH/    TENANT   % OF    UNDERWRITTEN   UNDERWRITTEN   BASE RENT ($     LEASE
       TENANT NAME                MOODY'S/ S&P) (1)       NRSF    NRSF   BASE RENT ($)     BASE RENT      PER NRSF)    EXPIRATION
-----------------------------   ---------------------   -------   ----   -------------   ------------   ------------   ----------

Best Buy                           BBB+/Baa2/BBB         38,600    13%     $  607,950           12%         $15.75     01/31/2017
Bed, Bath & Beyond, Inc.             --/--/BBB           30,000    10%     $  427,500            9%         $14.25     01/31/2011
Border's Books                       --/--/--            25,085     8%     $  337,500            7%         $13.45     01/31/2016
Cost Plus                            --/--/--            18,300     6%     $  322,080            7%         $17.60     01/31/2011
Old Navy                           BBB-/Baa3/BBB-        25,000     8%     $  302,500            6%         $12.10     11/30/2010
Men's Wearhouse                      --/--/--             7,000     2%     $  154,000            3%         $22.00     02/28/2007
Dress Barn                           --/--/--             9,097     3%     $  150,101            3%         $16.50     12/31/2006
Hallmark                             --/--/--             6,500     2%     $  143,000            3%         $22.00     02/28/2011
Famous Footwear                      --/--/--             8,075     3%     $  137,275            3%         $17.00     11/30/2010
                                                        -------   ---      ----------          ---          ------
TOTAL/WEIGHTED AVERAGE                                  167,657    57%     $2,581,905           53%         $15.40
                                                        =======   ===      ==========          ===          ======
Other Tenants                           NAP             101,010    34%     $2,334,970           47%         $23.12      Various
Vacant Space                            NAP              27,142     9%     $        0            0%         $ 0.00        NAP
                                                        -------   ---      ----------          ---          ------
TOTAL/WEIGHTED AVERAGE(2)                               295,809   100%     $4,916,875          100%         $18.30
                                                        =======   ===      ==========          ===          ======


(1)  Certain ratings are those of the parent company whether or not the parent
     guarantees the lease.

(2)  Average Annualized Underwritten Base Rent ($ Per NRSF) excludes vacant
     space

     ESCROWS AND RESERVES. The Gresham Station Shopping Center Borrower is not
required to escrow for real estate taxes or insurance monthly provided no
default exists. The Gresham Station Shopping Center Borrower was required to
deposit $623,299 at loan closing for short-term capital expenditures including
parking lot repairs, facade improvements, and roof replacement within one year
from the date of the Gresham Station Shopping Center Note. The Gresham Station
Shopping Center Borrower also deposited $500,000 at loan closing to secure the
delivery of the outstanding tenant estoppels. Lender shall disburse all of the
funds upon receipt of executed estoppels from 90% of the NRA. In addition, an
upfront reserve was required in the amount of $66,750 for deferred maintenance.
This amount represents 125% of the $53,400 estimated in the engineering report.

     LOCKBOX AND CASH MANAGEMENT. None.


                                     III-36



     PROPERTY MANAGEMENT. The Gresham Station Shopping Center Property is
managed by Westlake Realty Group, Inc., a subsidiary of Westlake Development
Company, Inc., an affiliate of the Gresham Station Shopping Center Borrower.
Westlake Realty Group, Inc. manages over 2 million square feet of commercial
space and has 33 years of real estate management experience. The management
agreement is subordinate to the Gresham Station Shopping Center Loan.

     MEZZANINE LOAN AND PREFERRED EQUITY INTEREST. Not allowed.

     ADDITIONAL SECURED INDEBTEDNESS (NOT INCLUDING TRADE DEBTS). Not allowed.

     RELEASE OF PARCELS. Not allowed.

     Certain additional information regarding the Gresham Station Shopping
Center Loan and the Gresham Station Shopping Center Property is set forth in
Appendix II.


                                     III-37



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                                     III-38



--------------------------------------------------------------------------------
                     MORTGAGE LOAN NO. 8 - CASA MONICA HOTEL
--------------------------------------------------------------------------------

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                                     III-39



--------------------------------------------------------------------------------
                     MORTGAGE LOAN NO. 8 - CASA MONICA HOTEL
--------------------------------------------------------------------------------

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                                     III-40



--------------------------------------------------------------------------------
                     MORTGAGE LOAN NO. 8 - CASA MONICA HOTEL
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
ORIGINAL BALANCE:                      $40,000,000

CUT-OFF DATE BALANCE:                  $40,000,000

LOAN PURPOSE:                          Refinance

SHADOW RATING (MOODY'S/FITCH):         NAP

FIRST PAYMENT DATE:                    November 1, 2006

INTEREST RATE:                         5.800%

AMORTIZATION:                          Interest only through October 1, 2008.
                                       Principal and interest payments of
                                       $234,701.22 beginning November 1, 2008
                                       through the maturity date.

ARD:                                   NAP

HYPERAMORTIZATION:                     NAP

MATURITY DATE:                         October 1, 2016

EXPECTED MATURITY BALANCE:             $35,350,394

SPONSOR:                               Richard C. Kessler

INTEREST CALCULATION:                  Actual/360

CALL PROTECTION:                       Locked out until the earlier of November
                                       1, 2010 or 2 years after the REMIC
                                       "start-up" day, with U.S. Treasury
                                       defeasance thereafter. Prepayable without
                                       penalty from and after October 1, 2016.

LOAN PER ROOM:                         $289,855

UP-FRONT RESERVES:                     RE Tax:      $300,667
                                       FF&E:        $42,118

ONGOING RESERVES:                      RE Tax:      $37,583 / month
                                       Insurance:   Springing
                                       FF&E:        $42,118

LOCKBOX:                               Hard
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:                Single Asset

PROPERTY TYPE:                         Hospitality

PROPERTY SUB-TYPE:                     Full Service

LOCATION:                              St. Augustine, FL

YEAR BUILT/RENOVATED:                  1888 / 1999, 2004-2006

OCCUPANCY(1):                          76.6%

ROOMS:                                 138

THE COLLATERAL:                        138-room, full service hotel

OWNERSHIP INTEREST:                    Fee

PROPERTY MANAGEMENT:                   Enterprise Hotels of Orlando, Inc.

3RD MOST RECENT NET OP. INCOME:        $3,779,290

2ND MOST RECENT NET OP. INCOME:        $4,835,221

MOST RECENT NET OP. INCOME:            $5,073,326

U/W NET OP. INCOME:                    $5,192,824

U/W NET CASH FLOW:                     $4,518,943

U/W OCCUPANCY:                         76.6%

APPRAISED VALUE:                       $62,000,000

CUT-OFF DATE LTV:                      64.5%

MATURITY DATE LTV:                     57.0%

DSCR:                                  1.92x

POST IO DSCR:                          1.60x
--------------------------------------------------------------------------------

(1)  Occupancy is based on the trailing twelve months financials dated July 31,
     2006.

THE CASA MONICA HOTEL LOAN

     THE LOAN. The eighth largest loan (the "Casa Monica Hotel Loan") is
evidenced by one promissory note and is secured by a first priority mortgage on
the Casa Monica Hotel located in St. Augustine, Florida (the "Casa Monica Hotel
Property"). The Casa Monica Hotel Loan was originated on September 28, 2006 by
Bear Stearns Commercial Mortgage, Inc.

     THE BORROWER. The borrower is The Flagler Resort, Ltd., a Florida limited
partnership (the "Casa Monica Hotel Borrower") that owns no material assets
other than the Casa Monica Hotel Property. The sponsor, Richard C. Kessler, has
over 30 years of experience in hotel development and operations, including nine
years as President of Days Inn of America and fifteen years as President/CEO of
The Kessler Enterprise, Inc. Per audited financial statements provided, Richard
Kessler had total assets of $133.2 million and a net worth of $117.9 million as
of year end 2005. Through his real estate development and management company,
The Kessler Enterprise, Inc., Richard Kessler has accumulated a portfolio of ten
boutique and luxury hotels since 1995.


                                     III-41



     THE PROPERTY. The Casa Monica Hotel Property is a 138-room full service
luxury boutique hotel located in St. Augustine, Florida. The hotel is located in
the downtown historic district of St. Augustine at the northwest corner of King
and Cordova Streets, across the street from the St. Augustine City Hall and
Lightner Museum. Originally built as a hotel in 1888, the Casa Monica Hotel
Property was converted to county offices in the 1960's and then restored back to
a hotel by the sponsors in 1999 through a substantial renovation totaling
approximately $20 million. The Casa Monica Hotel Property features Spanish
architecture with five distinguishing towers and a three-story corner tower
which includes views of the old town, Matanzas Bay and the Atlantic Ocean. The
hotel's lobby features handmade chandeliers, gilded iron tables and chairs, a
decor of jewel-toned velvet tapestries and a large fountain. The Casa Monica
Hotel Property has been awarded with several distinctions including the National
Registry of Historic Places and the AAA Four-Diamond Award. Room amenities
include king or queen sized beds, 25-inch color TVs, a mini bar, writing desk
and an electronic key system. Other amenities at the property include lobby
artwork, an outdoor pool, a fitness center, a business center, the AAA
Four-Diamond 95 Cordova Restaurant, and over 12,000 square feet of meeting and
function space. Additionally, the property includes championship golf privileges
and access to the Serenata Beach Club. The sponsors have spent in excess of $1.8
million in continual upgrades at the property from 2004-2006.

              SUBJECT AND MARKET HISTORICAL OCCUPANCY, ADR, REVPAR



                     COMPETITIVE SET (1)            CASA MONICA HOTEL (2)           PENETRATION FACTOR
               -----------------------------   -----------------------------   ---------------------------
    YEAR       OCCUPANCY     ADR      REVPAR   OCCUPANCY     ADR      REVPAR   OCCUPANCY     ADR    REVPAR
------------   ---------   -------   -------   ---------   -------   -------   ---------   ------   ------

    2003         63.0%     $169.57   $106.82     76.6%     $161.05   $123.29     121.5%     95.0%   115.4%
    2004         65.7%     $173.73   $114.09     73.5%     $172.20   $126.62     112.0%     99.1%   111.0%
    2005         69.4%     $187.64   $130.22     79.4%     $188.23   $149.44     114.4%    100.3%   114.8%
T-12 07/2006     69.1%     $189.92   $131.25     76.6%     $196.02   $150.06     110.8%    103.2%   114.3%


(1)  Data provided by Smith Travel Research based on the competitive set
     provided in the appraisal.

(2)  Based on operating statements provided by the Casa Monica Hotel Borrower.

     ESCROWS AND RESERVES. The Casa Monica Hotel Borrower is required to escrow
1/12 of annual real estate taxes monthly. Insurance reserves spring if the Casa
Monica Hotel Borrower fails to provide evidence of payment or upon the
occurrence of an event of default. The Casa Monica Hotel Borrower is also
required to escrow 1/12 of three percent (3%) of gross revenues for FF&E on a
monthly basis. Current collections are shown in the table on the previous page.

     LOCKBOX AND CASH MANAGEMENT. A hard lockbox is in place with respect to the
Casa Monica Hotel Loan.

     PROPERTY MANAGEMENT. The Casa Monica Hotel Property is managed by
Enterprise Hotels of Orlando, Inc., an affiliate of the Casa Monica Hotel
Borrower.

     MEZZANINE LOAN AND PREFERRED EQUITY INTEREST. Not allowed.

     ADDITIONAL SECURED INDEBTEDNESS (NOT INCLUDING TRADE DEBTS). Not allowed.

     RELEASE OF PARCELS. Not allowed.

     Certain additional information regarding the Casa Monica Hotel Loan and the
Casa Monica Hotel Property is set forth on Appendix II hereto.


                                     III-42



--------------------------------------------------------------------------------
                       MORTGAGE LOAN NO. 9 - LINCOLN MALL
--------------------------------------------------------------------------------

                       [4 PHOTOS OF LINCOLN MALL OMITTED]


                                     III-43



--------------------------------------------------------------------------------
                       MORTGAGE LOAN NO. 9 - LINCOLN MALL
--------------------------------------------------------------------------------

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                                     III-44



--------------------------------------------------------------------------------
                       MORTGAGE LOAN NO. 9 - LINCOLN MALL
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
ORIGINAL BALANCE:                      $33,835,000

CUT-OFF DATE BALANCE:                  $33,835,000

LOAN PURPOSE:                          Acquisition

SHADOW RATING (MOODY'S/FITCH):         Baa3 / BBB-

FIRST PAYMENT DATE:                    October 1, 2006

INTEREST RATE:                         5.275%

AMORTIZATION:                          Interest Only

ARD:                                   NAP

HYPERAMORTIZATION:                     NAP

MATURITY DATE:                         September 1, 2013

EXPECTED MATURITY BALANCE:             $33,835,000

SPONSORS:                              Minto Holdings Inc. and Inland
                                       American Real Estate Trust, Inc.

INTEREST CALCULATION:                  30/360

CALL PROTECTION:                       Locked out through August 31, 2009. In
                                       connection with any voluntary prepayment,
                                       the borrower must pay a premium equal to
                                       the greater of a yield maintenance
                                       premium and 1% of the principal balance.
                                       Prepayable without penalty from and after
                                       August 1, 2013.

LOAN PER SF:                           $77.05

UP-FRONT RESERVES:                     None

ONGOING RESERVES:                      RE Tax:      Springing
                                       Insurance:   Springing
                                       Cap Ex:      Springing

LOCKBOX:                               Springing Hard
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:                Single Asset

PROPERTY TYPE:                         Retail

PROPERTY SUB-TYPE:                     Anchored

LOCATION:                              Lincoln, RI

YEAR BUILT/RENOVATED:                  1974, 2002, 2005 / NAP

PERCENT LEASED(1):                     98.7%

SQUARE FOOTAGE:                        439,132

THE COLLATERAL:                        Anchored retail center

OWNERSHIP INTEREST:                    Fee

PROPERTY MANAGEMENT:                   Inland American Retail Management, LLC

3RD MOST RECENT NET OP. INCOME:        NAP

2ND MOST RECENT NET OP. INCOME:        $1,700,695

MOST RECENT NET OP. INCOME:            $2,263,678

U/W NET OP. INCOME:                    $4,365,227

U/W NET CASH FLOW:                     $4,058,447

U/W OCCUPANCY:                         95.0%

APPRAISED VALUE:                       $66,200,000

CUT-OFF DATE LTV:                      51.1%

MATURITY LTV:                          51.1%

DSCR:                                  2.27x

POST IO DSCR:                          NAP
--------------------------------------------------------------------------------

(1)  Percent Leased is based on the rent roll dated May 30, 2006.

THE LINCOLN MALL LOAN

     THE LOAN.  The ninth largest loan (the "Lincoln Mall Loan") is evidenced by
one promissory  note and is secured by a first priority  mortgage on the Lincoln
Mall  retail  property  located in Lincoln,  Rhode  Island  (the  "Lincoln  Mall
Property").  The  Lincoln  Mall  Loan was  originated  on August 9, 2006 by Bear
Stearns Commercial Mortgage, Inc.

     THE BORROWER.  The borrower is MB Lincoln Mall,  L.L.C., a Delaware limited
liability  company (the "Lincoln Mall  Borrower")  that owns no material  assets
other than the  Lincoln  Mall  Property.  The sole  member of the  Lincoln  Mall
Borrower is Minto  Builders  (Florida),  Inc., a Florida  corporation,  which is
jointly owned by Minto (Delaware), LLC ("Minto") and Inland American Real Estate
Trust, Inc. ("Inland American").  Minto is in turn owned by Minto Holdings, Inc.
Inland American,  an affiliate of The Inland Group, Inc., is a newly formed real
estate investment trust. The Inland Group, Inc.,  together with its subsidiaries
and affiliates,  is a  fully-integrated  real estate company providing  property
management,  leasing,  marketing,   acquisition,   development,   redevelopment,
syndication,  renovation,  construction  finance  and  other  related  services.
Currently,  the Inland  group of  companies  employs  more than 1,000 people and
manages


                                     III-45



over $13 billion in assets and more than 100 million square feet of commercial
property. Minto Holdings, Inc. is a real estate development, construction and
management company with operations in Ottawa, Toronto and Florida.

     THE PROPERTY.  The Lincoln Mall Property is a 439,132  square foot anchored
retail center located in Lincoln,  Rhode Island,  approximately 8 miles north of
the Providence Central Business District.  The Lincoln Mall Property is situated
at the intersection of I-295 and Highway 146, both of which are primary roadways
connecting to downtown  Providence to the south and to the city's north and east
suburbs.  Lincoln Mall was originally  constructed in 1974 but has recently been
repositioned  and  expanded  by the  sponsors.  In  2002,  the  first  phase  of
re-development  was completed with Stop & Shop,  Marshalls and Home Goods taking
occupancy. In late 2005, the second phase of redevelopment was completed,  which
included a newly  constructed  Target  (which  serves as a shadow  anchor to the
collateral),  a 14-screen,  stadium  seating,  Cinema World theater,  as well as
several in-line spaces and pad sites.  The property is currently 98.7% leased by
over 40 tenants.

     The following  table presents  certain  information  relating to the anchor
tenants at the Lincoln Mall Property:



                                                       CREDIT RATING OF                            OPERATING
                                                        PARENT COMPANY               COLLATERAL    COVENANT
ANCHOR                          PARENT COMPANY(1)    (FITCH/MOODY'S/S&P)     GLA      INTEREST    EXPIRATION
---------------------------   --------------------   -------------------   -------   ----------   ----------

Target                        Target Corporation           A+/A1/A+        123,800        No         None
Cinema World (Ground Lease)   Cinemaworld Theatres         --/--/--         60,000       Yes         None
Stop & Shop                   Koninklijke Ahold NV        BB/Ba1/BB+        56,040       Yes         None
                                                                           -------
TOTAL                                                                      239,840
                                                                           =======


(1)  Certain ratings are those of the parent company whether or not the parent
     guarantees the lease.

     The following table presents certain information relating to the tenants at
the Lincoln Mall Property:



                                                                                           % OF TOTAL     ANNUALIZED
                               CREDIT RATING                                ANNUALIZED     ANNUALIZED    UNDERWRITTEN
                                  (FITCH/                                  UNDERWRITTEN   UNDERWRITTEN     BASE RENT        LEASE
        TENANT NAME           MOODY'S/S&P)(1)   TENANT NRSF   % OF NRSF   BASE RENT ($)     BASE RENT    ($ PER NRSF)    EXPIRATION
---------------------------   ---------------   -----------   ---------   -------------   ------------   ------------   -----------

Cinema World (Ground Lease)       --/--/--         60,000         14%       $  325,000          7%          $ 5.42       11/30/2024
Stop & Shop                      BB/Ba1/BB+        56,040         13%       $  924,660         19%          $16.50       08/31/2020
Lincoln Tech (2)                  --/--/--         58,881         13%       $  588,810         12%          $10.00       05/31/2014
Marshalls                          --/A3/A         39,239          9%       $  309,203          6%          $ 7.88       10/31/2012
Ocean State Job Lot               --/--/--         25,780          6%       $  109,565          2%          $ 4.25       01/31/2013
Home Goods                         --/A3/A         25,000          6%       $  281,250          6%          $11.25       08/31/2010
VNA of Rhode Island               --/--/--         24,700          6%       $  247,000          5%          $10.00       03/31/2008
                                                  -------        ---        ----------        ---           ------
TOTAL/WEIGHTED AVERAGE                            289,640         66%       $2,785,488         57%          $ 9.62
                                                  =======        ===        ==========        ===           ======
Other Tenants                       NAP           143,766         33%       $2,077,166         43%          $14.45        Various
Vacant Space                        NAP             5,726          1%       $        0          0%          $ 0.00          NAP
                                                  -------        ---        ----------        ---           ------
TOTAL/WEIGHTED AVERAGE                            439,132        100%       $4,862,654        100%          $11.07
                                                  =======        ===        ==========        ===           ======


(1)  Certain ratings are those of the parent company whether or not the parent
     guarantees the lease.

(2)  18,881 square feet of the Lincoln Tech space expires on August 31, 2011.


                                     III-46




The following table presents certain information relating to the lease rollover
at the Lincoln Mall Property:



                                            LEASE ROLLOVER SCHEDULE
---------------------------------------------------------------------------------------------------------------
                             AVERAGE                                         % OF TOTAL       CUMULATIVE % OF
                 # OF      UNDERWRITTEN                                     UNDERWRITTEN     TOTAL UNDERWRITTEN
                LEASES    BASE RENT PER   % OF TOTAL SF    CUMULATIVE %      BASE RENTAL        BASE RENTAL
     YEAR       ROLLING     SF ROLLING       ROLLING      OF SF ROLLING   REVENUES ROLLING    REVENUES ROLLING
-------------   -------   -------------   -------------   -------------   ----------------   ------------------

    Vacant         --           --              1%               1%              --                  --
     2006          --           --              --               1%              --                  --
     2007          --           --              --               1%              --                  --
     2008           5         $10.24           10%              11%               9%                  9%
     2009           2         $16.23            0%              12%               1%                 10%
     2010           5         $13.33            7%              19%               9%                 19%
     2011           5         $12.22            7%              26%               8%                 26%
     2012           3         $ 8.95           11%              37%               9%                 36%
     2013           2         $ 5.77            7%              44%               4%                 39%
     2014           2         $10.67           12%              55%              11%                 51%
     2015           9         $16.29            8%              63%              12%                 62%
2016 & Beyond      10         $11.26           36%             100%              38%                100%


     ESCROWS AND RESERVES.  Real estate tax and insurance reserves spring if the
Lincoln  Mall  Borrower  fails to provide  evidence of  payment.  Cap Ex reserve
springs if the  Lincoln  Mall  Borrower  fails to provide  evidence  of property
maintenance or an event of default occurs.

     LOCKBOX AND CASH  MANAGEMENT.  A hard lockbox is triggered upon a DSCR less
than or equal to 1.75x or a cash management  event. A cash  management  event is
triggered  upon (i) the date  the  DSCR is less  than or equal to 1.25x  for the
preceding six months annualized,  (ii) the occurrence of an event of default, or
(iii) the  bankruptcy of the Lincoln Mall Borrower or the property  manager.  In
such case,  all  receivables  will be swept daily to a cash  management  account
controlled by the lender. Such cash sweep may be terminated (not more than twice
during the term of the loan) if the DSCR for the  preceding  six month period is
greater than or equal to 1.35x for two complete, consecutive calendar quarters.

     PROPERTY  MANAGEMENT.  The  Lincoln  Mall  Property  is  managed  by Inland
American Retail Management, LLC, an affiliate of the Lincoln Mall Borrower.

     MEZZANINE LOAN AND PREFERRED EQUITY INTEREST. Not allowed.

     ADDITIONAL SECURED INDEBTEDNESS (NOT INCLUDING TRADE DEBTS). Not allowed.

     RELEASE OF PARCELS. Not allowed.

     Certain  additional  information  regarding  the Lincoln  Mall Loan and the
Lincoln Mall Property is set forth on Appendix II hereto.


                                     III-47



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                                     III-48



--------------------------------------------------------------------------------
                MORTGAGE LOAN NO. 10 - BALA POINTE OFFICE CENTER
--------------------------------------------------------------------------------

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                                     III-49



--------------------------------------------------------------------------------
                MORTGAGE LOAN NO. 10 - BALA POINTE OFFICE CENTER
--------------------------------------------------------------------------------

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                                     III-50



--------------------------------------------------------------------------------
                MORTGAGE LOAN NO. 10 - BALA POINTE OFFICE CENTER
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
ORIGINAL BALANCE:                      $24,000,000

CUT-OFF DATE BALANCE:                  $24,000,000

LOAN PURPOSE:                          Acquisition

SHADOW RATING (MOODY'S/FITCH):         NAP

FIRST PAYMENT DATE:                    October 1, 2006

INTEREST RATE:                         5.891%

AMORTIZATION:                          Interest Only

ARD:                                   September 1, 2016

HYPERAMORTIZATION:                     After the ARD, the loan interest rate
                                       steps up to two percent (2%) above the
                                       greater of (i) the initial interest rate
                                       and (ii) the Ten Year Treasury Yield. In
                                       no event shall the rate after the ARD
                                       exceed 10.891%.

MATURITY DATE:                         September 1, 2036

EXPECTED ARD BALANCE:                  $24,000,000

SPONSORS:                              Amerimar Enterprises, Inc. and Dividend
                                       Capital Total Realty Trust

INTEREST CALCULATION:                  Actual/360

CALL PROTECTION:                       No lockout. In connection with any
                                       voluntary prepayment, the borrower must
                                       pay a premium equal to the greater of a
                                       yield maintenance premium and 2% of the
                                       principal balance until October 1, 2008.
                                       Thereafter, the borrower must pay a
                                       premium equal to the greater of a yield
                                       maintenance premium and 1% of the
                                       principal balance. Prepayable without
                                       penalty from and after June 1, 2016.

LOAN PER SF:                           $138.81

UP-FRONT RESERVES:                     RE Tax:      $151,011

                                       Cap Ex:      $2,161

ONGOING RESERVES:                      RE Tax:      $37,753 / month

                                       Insurance:   Springing

                                       Cap Ex:      $2,161 / month

LOCKBOX:                               Springing Hard
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:                Single Asset

PROPERTY TYPE:                         Office

PROPERTY SUB-TYPE:                     Suburban

LOCATION:                              Bala Cynwyd, PA

YEAR BUILT/RENOVATED:                  1974 / 1997, 2005

PERCENT LEASED(1):                     91.6%

SQUARE FOOTAGE:                        172,894

THE COLLATERAL:                        Two-story suburban office building

OWNERSHIP INTEREST:                    Fee

PROPERTY MANAGEMENT:                   Amerimar Bala Pointe Management Co., Inc.

3RD MOST RECENT NET OP. INCOME:        NAP

2ND MOST RECENT NET OP. INCOME:        NAP

MOST RECENT NET OP. INCOME:            $1,594,416

U/W NET OP. INCOME:                    $2,402,195

U/W NET CASH FLOW:                     $2,158,779

U/W OCCUPANCY:                         92.0%

APPRAISED VALUE:                       $35,000,000

CUT-OFF DATE LTV:                      68.6%

ARD LTV:                               68.6%

DSCR:                                  1.51x

POST IO DSCR:                          NAP
--------------------------------------------------------------------------------

(1)  Percent leased is based on the rent roll dated June 8, 2006.

THE BALA POINTE OFFICE CENTER LOAN

     THE LOAN. The tenth largest loan (the "Bala Pointe Office Center Loan") is
evidenced by one promissory note and is secured by a first priority mortgage on
the Bala Pointe Office Center office property located in Bala Cynwyd,
Pennsylvania (the "Bala Pointe Office Center Property"). The Bala Pointe Office
Center Loan was originated on August 28, 2006 by Bear Stearns Commercial
Mortgage, Inc.

     THE BORROWER. The borrower is Bala Pointe Owner LP, a Delaware limited
partnership (the "Bala Pointe Office Center Borrower") that owns no material
assets other than the Bala Pointe Office Center Property. The borrower is
indirectly owned by Amerimar


                                     III-51



Enterprises, Inc. ("Amerimar") and Dividend Capital Total Realty Trust
("Dividend Capital"). Amerimar is a Philadelphia-based national real estate
investment company focused on the repositioning and redevelopment of real estate
assets. The company currently owns and manages a portfolio of 20 properties
(approximately 9.4 million square feet) with a reported aggregate market value
in excess of $800 million. Dividend Capital is a non-traded real estate
investment trust (REIT) designed to provide diversification across the
commercial real estate asset class.

     THE PROPERTY. The Bala Pointe Office Center Property is a two-story,
172,894 square foot suburban office building on 8.6 acres located in Bala
Cynwyd, Pennsylvania, approximately 5 miles from the Philadelphia CBD. The
property is situated at 111 Presidential Boulevard, less than 1/2 mile from
I-76. The Bala Pointe Office Center Property is currently 92% leased to 48 total
tenants. The largest tenant, Clear Channel Broadcasting (NYSE: CCU), accounts
for approximately 37% of total net rentable area at the property. As of December
31, 2005, Clear Channel Broadcasting owned 1,182 radio stations in the United
States, and owned or operated outdoor advertising display faces in the United
States, Europe, Australia, Asia, and Africa. Other notable tenants at the Bala
Pointe Office Center Property include International Communications, the Celeron
Corporation, and the Fxpress Corporation, none of which individually account for
more than 5% of the total net rentable area of the property.

     The following table presents certain information relating to the lease
rollover at the Bala Pointe Office Center Property:

                             LEASE ROLLOVER SCHEDULE



                                 AVERAGE                                       % OF TOTAL      CUMULATIVE % OF TOTAL
                               UNDERWRITTEN                   CUMULATIVE   UNDERWRITTEN BASE     UNDERWRITTEN BASE
                # OF LEASES   BASE RENT PER   % OF TOTAL SF     % OF SF     RENTAL REVENUES       RENTAL REVENUES
     YEAR         ROLLING       SF ROLLING       ROLLING        ROLLING         ROLLING               ROLLING
-------------   -----------   -------------   -------------   ----------   -----------------   ---------------------

    Vacant           --               --             8%             8%             --                    --
     2006             4           $27.96             1%            10%              2%                    2%
     2007             9           $24.76             5%            15%              6%                    7%
     2008             8           $27.05             7%            22%              9%                   16%
     2009             9           $26.59            14%            36%             16%                   32%
     2010             8           $24.09            10%            46%             11%                   42%
     2011             6           $25.63            11%            57%             12%                   55%
     2012             3           $25.36             6%            63%              7%                   61%
     2013            --               --            --             63%             --                    61%
     2014            --               --            --             63%             --                    61%
     2015             1           $23.70            37%           100%             39%                  100%
2016 & Beyond        --               --            --            100%             --                   100%


     The following table presents certain information relating to the tenants at
the Bala Pointe Office Center Property:



                                                                                        % OF TOTAL     ANNUALIZED
                                CREDIT RATING                            ANNUALIZED     ANNUALIZED    UNDERWRITTEN
                                   (FITCH/        TENANT                UNDERWRITTEN   UNDERWRITTEN     BASE RENT       LEASE
         TENANT NAME           MOODY'S/S&P)(1)     NRSF    % OF NRSF   BASE RENT ($)     BASE RENT    ($ PER NRSF)   EXPIRATION
----------------------------   ---------------   -------   ---------   -------------   ------------   ------------   ----------

Clear Channel Broadcasting      BBB-/Baa3/BBB-    64,172       37%       $1,520,805          39%         $23.70      04/30/2015
International Communications       --/--/--        7,092        4%       $  198,576           5%         $28.00      09/30/2008
Celeren Corp.                      --/--/--        6,853        4%       $  171,325           4%         $25.00      09/30/2011
Fxpress Corporation                --/--/--        6,794        4%       $  186,835           5%         $27.50      11/30/2012
                                                 -------      ---        ----------         ---          ------
TOTAL/WEIGHTED AVERAGE                            84,911       49%       $2,077,541          53%         $24.47
                                                 =======      ===        ==========         ===          ======
Other Tenants                        NAP          73,521       43%       $1,868,008          47%         $25.41        Various
Vacant Space                         NAP          14,462        8%       $        0           0%         $ 0.00          NAP
                                                 -------      ---        ----------         ---          ------
TOTAL/WEIGHTED AVERAGE                           172,894      100%       $3,945,549         100%         $22.82
                                                 =======      ===        ==========         ===          ======


(1)  Certain ratings are those of the parent company whether or not the parent
     guarantees the lease.

     ESCROWS AND RESERVES. The Bala Pointe Office Center Borrower is required to
escrow 1/12 of annual real estate taxes monthly. The amounts shown are the
current monthly collections. Insurance reserves spring if the Bala Pointe Office
Center Borrower fails to provide evidence of payment or upon the occurrence of
an event of default. The Bala Pointe Office Center Borrower is also required to
escrow $2,161 on a monthly basis for capital expenditures.


                                     III-52



     LOCKBOX AND CASH MANAGEMENT. A hard lockbox is triggered upon (i) the date
the DSCR is less than or equal to 1.10x for the preceding six months annualized,
(ii) the occurrence of an event of default, (iii) the insolvency or filing of a
bankruptcy petition of the Bala Pointe Office Center Borrower or the property
manager, (iv) the termination of the Clear Channel Broadcasting lease, or (v) if
the loan is not repaid on or prior to the anticipated repayment date.

     PROPERTY MANAGEMENT. The Bala Pointe Office Center Property is managed by
Amerimar Bala Pointe Management Co., Inc., an affiliate of the Bala Pointe
Office Center Borrower.

     MEZZANINE LOAN AND PREFERRED EQUITY INTEREST. Not allowed.

     ADDITIONAL SECURED INDEBTEDNESS (NOT INCLUDING TRADE DEBTS). Not allowed.

     RELEASE OF PARCELS. Not allowed.

     Certain additional information regarding the Bala Pointe Office Center Loan
and the Bala Pointe Office Center Property is set forth on Appendix II hereto.


                                     III-53

                           BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.   For Additional Information please contact
                                                                                       CTSLink Customer Service
   [WELLS FARGO LOGO]        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                  (301) 815-6600
                                                                               Reports Available @ www.ctslink.com/cmbs
WELLS FARGO BANK, N.A.                     SERIES 2006-TOP24
CORPORATE TRUST SERVICES                                                      PAYMENT DATE:                  11/13/2006
9062 OLD ANNAPOLIS ROAD                                                       RECORD DATE:                   10/31/2006
COLUMBIA, MD 21045-1951                                                       DETERMINATION DATE:            11/03/2006


                          DISTRIBUTION DATE STATEMENT

                               TABLE OF CONTENTS

STATEMENT SECTIONS                                                       PAGE(S)
----------------------------------------------------------------------   -------
Certificate Distribution Detail                                            2
Certificate Factor Detail                                                  3
Reconciliation Detail                                                      4
Other Required Information                                                 5
Cash Reconciliation Detail                                                 6
Ratings Detail                                                             8
Current Mortgage Loan and Property Stratification Tables                 8 - 10
Mortgage Loan Detail                                                       11
NOI Detail                                                                 12
Principal Prepayment Detail                                                13
Historical Detail                                                          14
Delinquency Loan Detail                                                    15
Specially Serviced Loan Detail                                           16 - 17
Advance Summary                                                            18
Modified Loan Detail                                                       19
Historical Liquidated Loan Detail                                          20
Historical Bond / Collateral Realized Loss Reconciliation                  21
Interest Shortfall Reconciliation Detail                                 22 - 23
Defeased Loan Detail                                                       24
Supplemental Reporting                                                     25

                                    DEPOSITOR

Bear Stearns Commercial Mortgage
Securities Inc.
383 Madison Avenue
New York, NY 10179

Contact: General Information Number
Phone Number: (212) 272-2000

                                 MASTER SERVICER

Wells Fargo Bank, N.A.
1320 Willow Pass Road, Suite 300
investorreporting@wellsfargo.com
Concord, CA 94520

Contact: Myung J. Nam
Phone Number:

                                SPECIAL SERVICER

ARCap Servicing, Inc.
5221 N. O'Connor Blvd., Ste. 600
Irving, TX 75039

Contact: Chris Crouch
Phone Number: (972) 868-5300

This report has been compiled from information provided to Wells Fargo Bank,
N.A. by various third parties, which may include the Master Servicer, Special
Servicer and others. Wells Fargo Bank, N.A. has not independently confirmed the
accuracy of information received from these third parties and assumes no duty to
do so. Wells Fargo Bank, N.A. expressly disclaims any responsibility for the
accuracy or completeness of information furnished by third parties.


Copyright, Wells Fargo Bank, N.A.                                   Page 1 of 25





                           BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.   For Additional Information please contact
                                                                                       CTSLink Customer Service
   [WELLS FARGO LOGO]        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                  (301) 815-6600
                                                                               Reports Available @ www.ctslink.com/cmbs
WELLS FARGO BANK, N.A.                     SERIES 2006-TOP24
CORPORATE TRUST SERVICES                                                      PAYMENT DATE:                  11/13/2006
9062 OLD ANNAPOLIS ROAD                                                       RECORD DATE:                   10/31/2006
COLUMBIA, MD 21045-1951                                                       DETERMINATION DATE:            11/03/2006


                        CERTIFICATE DISTRIBUTION DETAIL






                 Pass-Through   Original   Beginning    Principal       Interest
Class    CUSIP       Rate       Balance     Balance    Distribution   Distribution
----------------------------------------------------------------------------------

 A-1               0.000000%      0.00        0.00         0.00           0.00
 A-2               0.000000%      0.00        0.00         0.00           0.00
 A-3               0.000000%      0.00        0.00         0.00           0.00
 A-AB              0.000000%      0.00        0.00         0.00           0.00
 A-4               0.000000%      0.00        0.00         0.00           0.00
 A-M               0.000000%      0.00        0.00         0.00           0.00
 A-J               0.000000%      0.00        0.00         0.00           0.00
  B                0.000000%      0.00        0.00         0.00           0.00
  C                0.000000%      0.00        0.00         0.00           0.00
  D                0.000000%      0.00        0.00         0.00           0.00
  E                0.000000%      0.00        0.00         0.00           0.00
  F                0.000000%      0.00        0.00         0.00           0.00
  G                0.000000%      0.00        0.00         0.00           0.00
  H                0.000000%      0.00        0.00         0.00           0.00
  J                0.000000%      0.00        0.00         0.00           0.00
  K                0.000000%      0.00        0.00         0.00           0.00
  L                0.000000%      0.00        0.00         0.00           0.00
  M                0.000000%      0.00        0.00         0.00           0.00
  N                0.000000%      0.00        0.00         0.00           0.00
  O                0.000000%      0.00        0.00         0.00           0.00
  P                0.000000%      0.00        0.00         0.00           0.00
 R-I               0.000000%      0.00        0.00         0.00           0.00
 R-II              0.000000%      0.00        0.00         0.00           0.00
R-III              0.000000%      0.00        0.00         0.00           0.00
----------------------------------------------------------------------------------
Totals                            0.00        0.00         0.00           0.00
==================================================================================


                      Realized
                        Loss/
                     Additional                               Current
        Prepayment   Trust Fund       Total       Ending   Subordination
Class    Premium      Expenses    Distribution   Balance     Level (1)
------------------------------------------------------------------------

 A-1       0.00         0.00          0.00         0.00         0.00
 A-2       0.00         0.00          0.00         0.00         0.00
 A-3       0.00         0.00          0.00         0.00         0.00
 A-AB      0.00         0.00          0.00         0.00         0.00
 A-4       0.00         0.00          0.00         0.00         0.00
 A-M       0.00         0.00          0.00         0.00         0.00
 A-J       0.00         0.00          0.00         0.00         0.00
  B        0.00         0.00          0.00         0.00         0.00
  C        0.00         0.00          0.00         0.00         0.00
  D        0.00         0.00          0.00         0.00         0.00
  E        0.00         0.00          0.00         0.00         0.00
  F        0.00         0.00          0.00         0.00         0.00
  G        0.00         0.00          0.00         0.00         0.00
  H        0.00         0.00          0.00         0.00         0.00
  J        0.00         0.00          0.00         0.00         0.00
  K        0.00         0.00          0.00         0.00         0.00
  L        0.00         0.00          0.00         0.00         0.00
  M        0.00         0.00          0.00         0.00         0.00
  N        0.00         0.00          0.00         0.00         0.00
  O        0.00         0.00          0.00         0.00         0.00
  P        0.00         0.00          0.00         0.00         0.00
 R-I       0.00         0.00          0.00         0.00         0.00
 R-II      0.00         0.00          0.00         0.00         0.00
R-III      0.00         0.00          0.00         0.00         0.00
------------------------------------------------------------------------
Totals     0.00         0.00          0.00         0.00         0.00
========================================================================




                                 Original   Beginning                                               Ending
                 Pass-Through    Notional   Notional       Interest    Prepayment      Total       Notional
Class   CUSIP        Rate         Amount     Amount     Distribution    Premium     Distribution    Amount
-----------------------------------------------------------------------------------------------------------

X-1                0.000000        0.00       0.00          0.00           0.00        0.00          0.00
X-2                0.000000        0.00       0.00          0.00           0.00        0.00          0.00
===========================================================================================================


(1)  Calculated by taking (A) the sum of the ending certificate balance of all
     classes less (B) the sum of (i) the ending balance of the designated class
     and (ii) the ending certificate balance of all classes which are not
     subordinate to the designated class and dividing the result by (A).


Copyright, Wells Fargo Bank, N.A.                                   Page 2 of 25





                           BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.   For Additional Information please contact
                                                                                       CTSLink Customer Service
   [WELLS FARGO LOGO]        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                  (301) 815-6600
                                                                               Reports Available @ www.ctslink.com/cmbs
WELLS FARGO BANK, N.A.                     SERIES 2006-TOP24
CORPORATE TRUST SERVICES                                                      PAYMENT DATE:                  11/13/2006
9062 OLD ANNAPOLIS ROAD                                                       RECORD DATE:                   10/31/2006
COLUMBIA, MD 21045-1951                                                       DETERMINATION DATE:            11/03/2006


                           CERTIFICATE FACTOR DETAIL



                                                                              Realized Loss/
                      Beginning    Principal       Interest     Prepayment   Additional Trust     Ending
Class      CUSIP       Balance    Distribution   Distribution    Premium      Fund Expenses      Balance
----------------------------------------------------------------------------------------------------------

 A-1                 0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
 A-2                 0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
 A-3                 0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
 A-AB                0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
 A-4                 0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
 A-M                 0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
 A-J                 0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
  B                  0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
  C                  0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
  D                  0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
  E                  0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
  F                  0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
  G                  0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
  H                  0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
  J                  0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
  K                  0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
  L                  0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
  M                  0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
  N                  0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
  O                  0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
  P                  0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
 R-I                 0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
 R-II                0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
R-III                0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
==========================================================================================================


                      Beginning                                   Ending
                       Notional     Interest      Prepayment     Notional
Class      CUSIP        Amount    Distribution     Premium        Amount
--------------------------------------------------------------------------
X-1                  0.00000000    0.00000000     0.00000000    0.00000000
X-2                  0.00000000    0.00000000     0.00000000    0.00000000
==========================================================================


Copyright, Wells Fargo Bank, N.A.                                   Page 3 of 25





                           BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.   For Additional Information please contact
                                                                                       CTSLink Customer Service
   [WELLS FARGO LOGO]        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                  (301) 815-6600
                                                                               Reports Available @ www.ctslink.com/cmbs
WELLS FARGO BANK, N.A.                     SERIES 2006-TOP24
CORPORATE TRUST SERVICES                                                      PAYMENT DATE:                  11/13/2006
9062 OLD ANNAPOLIS ROAD                                                       RECORD DATE:                   10/31/2006
COLUMBIA, MD 21045-1951                                                       DETERMINATION DATE:            11/03/2006


                             RECONCILIATION DETAIL

PRINCIPAL RECONCILIATION



         Stated      Unpaid                                                         Stated      Unpaid        Current
        Beginning   Beginning                                                       Ending      Ending       Principal
        Principal   Principal   Scheduled   Unscheduled    Principal    Realized   Principal   Principal   Distribution
         Balance     Balance    Principal    Principal    Adjustments     Loss      Balance     Balance       Amount
-----------------------------------------------------------------------------------------------------------------------

Total     0.00        0.00         0.00        0.00           0.00        0.00        0.00        0.00         0.00
=======================================================================================================================


CERTIFICATE INTEREST RECONCILIATION



                                           Net                                                                          Remaining
                                        Aggregate                 Distributable                                          Unpaid
                            Accrued    Prepayment  Distributable   Certificate              Additional                Distributable
        Accrual  Accrual  Certificate   Interest    Certificate     Interest      WAC CAP   Trust Fund    Interest     Certificate
Class    Dates    Days      Interest    Shortfall    Interest      Adjustment    Shortfall   Expenses   Distribution    Interest
-----------------------------------------------------------------------------------------------------------------------------------

A-1        0        0         0.00        0.00          0.00           0.00         0.00       0.00         0.00           0.00
A-2        0        0         0.00        0.00          0.00           0.00         0.00       0.00         0.00           0.00
A-3        0        0         0.00        0.00          0.00           0.00         0.00       0.00         0.00           0.00
A-AB       0        0         0.00        0.00          0.00           0.00         0.00       0.00         0.00           0.00
A-4        0        0         0.00        0.00          0.00           0.00         0.00       0.00         0.00           0.00
A-M        0        0         0.00        0.00          0.00           0.00         0.00       0.00         0.00           0.00
A-J        0        0         0.00        0.00          0.00           0.00         0.00       0.00         0.00           0.00
X-1        0        0         0.00        0.00          0.00           0.00         0.00       0.00         0.00           0.00
X-2        0        0         0.00        0.00          0.00           0.00         0.00       0.00         0.00           0.00
B          0        0         0.00        0.00          0.00           0.00         0.00       0.00         0.00           0.00
C          0        0         0.00        0.00          0.00           0.00         0.00       0.00         0.00           0.00
D          0        0         0.00        0.00          0.00           0.00         0.00       0.00         0.00           0.00
E          0        0         0.00        0.00          0.00           0.00         0.00       0.00         0.00           0.00
F          0        0         0.00        0.00          0.00           0.00         0.00       0.00         0.00           0.00
G          0        0         0.00        0.00          0.00           0.00         0.00       0.00         0.00           0.00
H          0        0         0.00        0.00          0.00           0.00         0.00       0.00         0.00           0.00
J          0        0         0.00        0.00          0.00           0.00         0.00       0.00         0.00           0.00
K          0        0         0.00        0.00          0.00           0.00         0.00       0.00         0.00           0.00
L          0        0         0.00        0.00          0.00           0.00         0.00       0.00         0.00           0.00
M          0        0         0.00        0.00          0.00           0.00         0.00       0.00         0.00           0.00
N          0        0         0.00        0.00          0.00           0.00         0.00       0.00         0.00           0.00
O          0        0         0.00        0.00          0.00           0.00         0.00       0.00         0.00           0.00
P          0        0         0.00        0.00          0.00           0.00         0.00       0.00         0.00           0.00
-----------------------------------------------------------------------------------------------------------------------------------
Totals              0         0.00        0.00          0.00           0.00         0.00       0.00         0.00           0.00
===================================================================================================================================



Copyright, Wells Fargo Bank, N.A.                                   Page 4 of 25





                           BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.   For Additional Information please contact
                                                                                       CTSLink Customer Service
   [WELLS FARGO LOGO]        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                  (301) 815-6600
                                                                               Reports Available @ www.ctslink.com/cmbs
WELLS FARGO BANK, N.A.                     SERIES 2006-TOP24
CORPORATE TRUST SERVICES                                                      PAYMENT DATE:                  11/13/2006
9062 OLD ANNAPOLIS ROAD                                                       RECORD DATE:                   10/31/2006
COLUMBIA, MD 21045-1951                                                       DETERMINATION DATE:            11/03/2006


                           OTHER REQUIRED INFORMATION

Available Distribution Amount (1)                                           0.00

Master Servicing Fee Summary

   Current Period Accrued Master Servicing Fees                             0.00
   Less Delinquent Master Servicing Fees                                    0.00
   Less Reductions to Master Servicing Fees                                 0.00
   Plus Master Servicing Fees for Delinquent Payments                       0.00
   Plus Adjustments for Prior Master Servicing Calculation                  0.00
   Total Master Servicing Fees Collected                                    0.00

(1) The Available Distribution Amount includes any Prepayment Premiums.

Appraisal Reduction Amount

         Appraisal   Cumulative   Most Recent
 Loan    Reduction      ASER       App. Red.
Number    Effected     Amount        Date
---------------------------------------------










---------------------------------------------
Total
=============================================


Copyright, Wells Fargo Bank, N.A.                                   Page 5 of 25





                           BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.   For Additional Information please contact
                                                                                       CTSLink Customer Service
   [WELLS FARGO LOGO]        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                  (301) 815-6600
                                                                               Reports Available @ www.ctslink.com/cmbs
WELLS FARGO BANK, N.A.                     SERIES 2006-TOP24
CORPORATE TRUST SERVICES                                                      PAYMENT DATE:                  11/13/2006
9062 OLD ANNAPOLIS ROAD                                                       RECORD DATE:                   10/31/2006
COLUMBIA, MD 21045-1951                                                       DETERMINATION DATE:            11/03/2006


                           CASH RECONCILIATION DETAIL

TOTAL FUNDS COLLECTED
   INTEREST:
      Interest paid or advanced                               0.00
      Interest reductions due to Non-Recoverability
         Determinations                                       0.00
      Interest Adjustments                                    0.00
      Deferred Interest                                       0.00
      Net Prepayment Interest Shortfall                       0.00
      Net Prepayment Interest Excess                          0.00
      Extension Interest                                      0.00
      Interest Reserve Withdrawal                             0.00
                                                                     ----
         TOTAL INTEREST COLLECTED                                    0.00

   PRINCIPAL:
      Scheduled Principal                                     0.00
      Unscheduled Principal                                   0.00
         Principal Prepayments                                0.00
         Collection of Principal after Maturity Date          0.00
         Recoveries from Liquidation and Insurance Proceeds   0.00
         Excess of Prior Principal Amounts paid               0.00
         Curtailments                                         0.00
      Negative Amortization                                   0.00
      Principal Adjustments                                   0.00
                                                                     ----
         TOTAL PRINCIPAL COLLECTED                                   0.00

   OTHER:
      Prepayment Penalties/Yield Maintenance                  0.00
      Repayment Fees                                          0.00
      Borrower Option Extension Fees                          0.00
      Equity Payments Received                                0.00
      Net Swap Counterparty Payments Received                 0.00
                                                                     ----
         TOTAL OTHER COLLECTED                                       0.00
                                                                     ----
TOTAL FUNDS COLLECTED                                                0.00
                                                                     ====

TOTAL FUNDS DISTRIBUTED
   FEES:
      Master Servicing Fee                                    0.00
      Trustee Fee                                             0.00
      Certificate Administration Fee                          0.00
      Insurer Fee                                             0.00
      Miscellaneous Fee                                       0.00
                                                                     ----
         TOTAL FEES                                                  0.00

   ADDITIONAL TRUST FUND EXPENSES:

      Reimbursement for Interest on Advances                  0.00
      ASER Amount                                             0.00
      Special Servicing Fee                                   0.00
      Rating Agency Expenses                                  0.00
      Attorney Fees & Expenses                                0.00
      Bankruptcy Expense                                      0.00
      Taxes Imposed on Trust Fund                             0.00
      Non-Recoverable Advances                                0.00
      Other Expenses                                          0.00
                                                                     ----
         TOTAL ADDITIONAL TRUST FUND EXPENSES                        0.00

   INTEREST RESERVE DEPOSIT                                          0.00

   PAYMENTS TO CERTIFICATEHOLDERS & OTHERS:
      Interest Distribution                                   0.00
      Principal Distribution                                  0.00
      Prepayment Penalties/Yield Maintenance                  0.00
      Borrower Option Extension Fees                          0.00
      Equity Payments Paid                                    0.00
      Net Swap Counterparty Payments Paid                     0.00
                                                                     ----
         TOTAL PAYMENTS TO CERTIFICATEHOLDERS & OTHERS               0.00
                                                                     ----
TOTAL FUNDS DISTRIBUTED                                              0.00
                                                                     ====


Copyright, Wells Fargo Bank, N.A.                                   Page 6 of 25





                           BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.   For Additional Information please contact
                                                                                       CTSLink Customer Service
   [WELLS FARGO LOGO]        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                  (301) 815-6600
                                                                               Reports Available @ www.ctslink.com/cmbs
WELLS FARGO BANK, N.A.                     SERIES 2006-TOP24
CORPORATE TRUST SERVICES                                                      PAYMENT DATE:                  11/13/2006
9062 OLD ANNAPOLIS ROAD                                                       RECORD DATE:                   10/31/2006
COLUMBIA, MD 21045-1951                                                       DETERMINATION DATE:            11/03/2006


                                 RATINGS DETAIL

                   Original Ratings      Current Ratings (1)
                ---------------------   ---------------------
Class   CUSIP   Fitch   Moody's   S&P   Fitch   Moody's   S&P
-------------------------------------------------------------
 A-1
 A-2
 A-3
 A-AB
 A-4
 A-M
 A-J
 X-1
 X-2
 B
 C
 D
 E
 F
 G
 H
 J
 K
 L
 M
 N
 O
 P
-------------------------------------------------------------

NR  - Designates that the class was not rated by the above agency at the time
      of original issuance.

X   - Designates that the above rating agency did not rate any classes in this
      transaction at the time of original issuance.

N/A - Data not available this period.

1)   For any class not rated at the time of original issuance by any particular
     rating agency, no request has been made subsequent to issuance to obtain
     rating information, if any, from such rating agency. The current ratings
     were obtained directly from the applicable rating agency within 30 days of
     the payment date listed above. The ratings may have changed since they were
     obtained. Because the ratings may have changed, you may want to obtain
     current ratings directly from the rating agencies.



Fitch, Inc.                     Moody's Investors Service        Standard & Poor's Rating Services
One State Street Plaza          99 Church Street                 55 Water Street
New York, New York 10004        New York, New York 10007         New York, New York 10041
(212) 908-0500                  (212) 553-0300                   (212) 438-2430


Copyright, Wells Fargo Bank, N.A.                                   Page 7 of 25





                           BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.   For Additional Information please contact
                                                                                       CTSLink Customer Service
   [WELLS FARGO LOGO]        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                  (301) 815-6600
                                                                               Reports Available @ www.ctslink.com/cmbs
WELLS FARGO BANK, N.A.                     SERIES 2006-TOP24
CORPORATE TRUST SERVICES                                                      PAYMENT DATE:                  11/13/2006
9062 OLD ANNAPOLIS ROAD                                                       RECORD DATE:                   10/31/2006
COLUMBIA, MD 21045-1951                                                       DETERMINATION DATE:            11/03/2006


            CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES

                                SCHEDULED BALANCE

                                % of
 Scheduled   # of   Scheduled   Agg.   WAM            Weighted
  Balance   loans    Balance    Bal.   (2)   WAC    Avg DSCR (1)
----------------------------------------------------------------














----------------------------------------------------------------
Totals
================================================================

                                    STATE (3)

                                 % of
            # of     Scheduled   Agg.   WAM           Weighted
   State    Props.    Balance    Bal.   (2)   WAC   Avg DSCR (1)
----------------------------------------------------------------














----------------------------------------------------------------
Totals
================================================================

See footnotes on last page of this section.


Copyright, Wells Fargo Bank, N.A.                                   Page 8 of 25





                           BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.   For Additional Information please contact
                                                                                       CTSLink Customer Service
   [WELLS FARGO LOGO]        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                  (301) 815-6600
                                                                               Reports Available @ www.ctslink.com/cmbs
WELLS FARGO BANK, N.A.                     SERIES 2006-TOP24
CORPORATE TRUST SERVICES                                                      PAYMENT DATE:                  11/13/2006
9062 OLD ANNAPOLIS ROAD                                                       RECORD DATE:                   10/31/2006
COLUMBIA, MD 21045-1951                                                       DETERMINATION DATE:            11/03/2006


            CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES

                           DEBT SERVICE COVERAGE RATIO

Debt Service                        % of
  Coverage       # of   Scheduled   Agg.   WAM           Weighted
    Ratio       loans    Balance    Bal.   (2)   WAC   Avg DSCR (1)
-------------------------------------------------------------------







-------------------------------------------------------------------
Totals
===================================================================

                                    NOTE RATE

                                    % of
     Note       # of    Scheduled   Agg.   WAM           Weighted
     Rate       loans    Balance    Bal.   (2)   WAC   Avg DSCR (1)
-------------------------------------------------------------------







-------------------------------------------------------------------
Totals
===================================================================

                                PROPERTY TYPE (3)

                                     % of
                 # of    Scheduled   Agg.   WAM           Weighted
Property Type   Props.    Balance    Bal.   (2)   WAC   Avg DSCR (1)
--------------------------------------------------------------------







--------------------------------------------------------------------
Totals
====================================================================

                                    SEASONING

                                    % of
                # of    Scheduled   Agg.   WAM           Weighted
  Seasoning     loans    Balance    Bal.   (2)   WAC   Avg DSCR (1)
-------------------------------------------------------------------







-------------------------------------------------------------------
Totals
===================================================================

See footnotes on last page of this section.


Copyright, Wells Fargo Bank, N.A.                                   Page 9 of 25





                           BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.   For Additional Information please contact
                                                                                       CTSLink Customer Service
   [WELLS FARGO LOGO]        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                  (301) 815-6600
                                                                               Reports Available @ www.ctslink.com/cmbs
WELLS FARGO BANK, N.A.                     SERIES 2006-TOP24
CORPORATE TRUST SERVICES                                                      PAYMENT DATE:                  11/13/2006
9062 OLD ANNAPOLIS ROAD                                                       RECORD DATE:                   10/31/2006
COLUMBIA, MD 21045-1951                                                       DETERMINATION DATE:            11/03/2006


            CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES

               ANTICIPATED REMAINING TERM (ARD AND BALLOON LOANS)

                                          % of
    Anticipated      # of    Scheduled    Agg.   WAM           Weighted
Remaining Term (2)   loans    Balance     Bal.   (2)   WAC   Avg DSCR (1)
-------------------------------------------------------------------------







-------------------------------------------------------------------------
Totals
=========================================================================

               REMAINING AMORTIZATION TERM (ARD AND BALLOON LOANS)

                                          % of
    Remaining        # of    Scheduled    Agg.   WAM           Weighted
Amortization Term    loans    Balance     Bal.   (2)   WAC   Avg DSCR (1)
-------------------------------------------------------------------------







-------------------------------------------------------------------------
Totals
=========================================================================

                 REMAINING STATED TERM (FULLY AMORTIZING LOANS)

                                          % of
    Remaining        # of    Scheduled   Agg.    WAM           Weighted
   Stated Term       loans    Balance    Bal.    (2)   WAC   Avg DSCR (1)
-------------------------------------------------------------------------







-------------------------------------------------------------------------
Totals
=========================================================================

                             AGE OF MOST RECENT NOI

      Age of                              % of
       Most           #of    Scheduled    Agg.   WAM           Weighted
    Recent NOI       loans    Balance     Bal.   (2)   WAC   Avg DSCR (1)
-------------------------------------------------------------------------







-------------------------------------------------------------------------
Totals
=========================================================================

(1)  Debt Service Coverage Ratios are updated periodically as new NOI figures
     become available from borrowers on an asset level. In all cases, the most
     recent DSCR provided by the Servicer is used. To the extent that no DSCR is
     provided by the Servicer, information from the offering document is used.
     The Trustee makes no representations as to the accuracy of the data
     provided by the borrower for this calculation.

(2)  Anticipated Remaining Term and WAM are each calculated based upon the term
     from the current month to the earlier of the Anticipated Repayment Date, if
     applicable, and the maturity date.

(3)  Data in this table was calculated by allocating pro-rata the current loan
     information to the properties based upon the Cut-off Date balance of each
     property as disclosed in the offering document.


Copyright, Wells Fargo Bank, N.A.                                  Page 10 of 25





                           BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.   For Additional Information please contact
                                                                                       CTSLink Customer Service
   [WELLS FARGO LOGO]        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                  (301) 815-6600
                                                                               Reports Available @ www.ctslink.com/cmbs
WELLS FARGO BANK, N.A.                     SERIES 2006-TOP24
CORPORATE TRUST SERVICES                                                      PAYMENT DATE:                  11/13/2006
9062 OLD ANNAPOLIS ROAD                                                       RECORD DATE:                   10/31/2006
COLUMBIA, MD 21045-1951                                                       DETERMINATION DATE:            11/03/2006


                              MORTGAGE LOAN DETAIL



                                                                          Anticipated
 Loan           Property                  Interest   Principal    Gross    Repayment    Maturity
Number   ODCR    Type(1)   City   State    Payment    Payment    Coupon       Date        Date
------------------------------------------------------------------------------------------------















------------------------------------------------------------------------------------------------
Totals
================================================================================================


          Neg.   Beginning     Ending    Paid   Appraisal   Appraisal    Res.    Mod.
 Loan    Amort   Scheduled   Scheduled   Thru   Reduction   Reduction   Strat.   Code
Number   (Y/N)    Balance     Balance    Date      Date       Amount     (2)      (3)
-------------------------------------------------------------------------------------















-------------------------------------------------------------------------------------
Totals
=====================================================================================


                             (1) Property Type Code

MF - Multi-Family

RT - Retail

HC - Health Care

IN - Industrial

WH - Warehouse

MH - Mobile Home Park

OF - Office

MU - Mixed Use

LO - Lodging

SS - Self Storage

OT - Other

                          (2) Resolution Strategy Code

1  - Modification

2  - Foreclosure

3  - Bankruptcy

4  - Extension

5  - Note Sale

6  - DPO

7  - REO

8  - Resolved

9  - Pending Return to Master Servicer

10 - Deed in Lieu Of Foreclosure

11 - Full Payoff

12 - Reps and Warranties

13 - Other or TBD

                              (3) Modification Code

1 - Maturity Date Extension

2 - Amortization Change

3 - Principal Write-Off

4 - Combination


Copyright, Wells Fargo Bank, N.A.                                  Page 11 of 25





                           BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.   For Additional Information please contact
                                                                                       CTSLink Customer Service
   [WELLS FARGO LOGO]        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                  (301) 815-6600
                                                                               Reports Available @ www.ctslink.com/cmbs
WELLS FARGO BANK, N.A.                     SERIES 2006-TOP24
CORPORATE TRUST SERVICES                                                      PAYMENT DATE:                  11/13/2006
9062 OLD ANNAPOLIS ROAD                                                       RECORD DATE:                   10/31/2006
COLUMBIA, MD 21045-1951                                                       DETERMINATION DATE:            11/03/2006


                                   NOI DETAIL



                                           Ending        Most       Most    Most Recent   Most Recent
 Loan           Property                  Scheduled     Recent     Recent    NOI Start      NOI End
Number   ODCR     Type     City   State    Balance    Fiscal NOI     NOI        Date         Date
-----------------------------------------------------------------------------------------------------















-----------------------------------------------------------------------------------------------------
Total
=====================================================================================================



Copyright, Wells Fargo Bank, N.A.                                  Page 12 of 25





                           BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.   For Additional Information please contact
                                                                                       CTSLink Customer Service
   [WELLS FARGO LOGO]        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                  (301) 815-6600
                                                                               Reports Available @ www.ctslink.com/cmbs
WELLS FARGO BANK, N.A.                     SERIES 2006-TOP24
CORPORATE TRUST SERVICES                                                      PAYMENT DATE:                  11/13/2006
9062 OLD ANNAPOLIS ROAD                                                       RECORD DATE:                   10/31/2006
COLUMBIA, MD 21045-1951                                                       DETERMINATION DATE:            11/03/2006


                           PRINCIPAL PREPAYMENT DETAIL



                                                   Principal Prepayment Amount                    Prepayment Penalties
                           Offering Document   ----------------------------------   ----------------------------------------------
Loan Number   Loan Group    Cross-Reference    Payoff Amount   Curtailment Amount   Prepayment Premium   Yield Maintenance Premium
----------------------------------------------------------------------------------------------------------------------------------















----------------------------------------------------------------------------------------------------------------------------------
Totals
==================================================================================================================================



Copyright, Wells Fargo Bank, N.A.                                  Page 13 of 25





                           BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.   For Additional Information please contact
                                                                                       CTSLink Customer Service
   [WELLS FARGO LOGO]        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                  (301) 815-6600
                                                                               Reports Available @ www.ctslink.com/cmbs
WELLS FARGO BANK, N.A.                     SERIES 2006-TOP24
CORPORATE TRUST SERVICES                                                      PAYMENT DATE:                  11/13/2006
9062 OLD ANNAPOLIS ROAD                                                       RECORD DATE:                   10/31/2006
COLUMBIA, MD 21045-1951                                                       DETERMINATION DATE:            11/03/2006


                                HISTORICAL DETAIL



                                                Delinquencies
------------------------------------------------------------------------------------------------------
Distribution    30-59 Days    60-89 Days   90 Days or More   Foreclosure       REO       Modifications
    Date       #   Balance   #   Balance     #   Balance     #   Balance   #   Balance    #   Balance
------------------------------------------------------------------------------------------------------















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


                      Prepayments              Rate and Maturities
--------------------------------------------------------------------
Distribution   Curtailments      Payoff     Next Weighted Avg.
    Date        #   Balance   #   Balance     Coupon   Remit     WAM
--------------------------------------------------------------------















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


Note: Foreclosure and REO Totals are excluded from the delinquencies.


Copyright, Wells Fargo Bank, N.A.                                  Page 14 of 25





                           BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.   For Additional Information please contact
                                                                                       CTSLink Customer Service
   [WELLS FARGO LOGO]        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                  (301) 815-6600
                                                                               Reports Available @ www.ctslink.com/cmbs
WELLS FARGO BANK, N.A.                     SERIES 2006-TOP24
CORPORATE TRUST SERVICES                                                      PAYMENT DATE:                  11/13/2006
9062 OLD ANNAPOLIS ROAD                                                       RECORD DATE:                   10/31/2006
COLUMBIA, MD 21045-1951                                                       DETERMINATION DATE:            11/03/2006


                             DELINQUENCY LOAN DETAIL



                 Offering        # of       Paid     Current   Outstanding   Status of   Resolution
                 Document       Months    Through     P & I       P & I       Mortgage    Strategy
Loan Number   Cross-Reference   Delinq.     Date    Advances   Advances **    Loan (1)    Code (2)
---------------------------------------------------------------------------------------------------















---------------------------------------------------------------------------------------------------
Totals
===================================================================================================


              Servicing                   Actual     Outstanding
              Transfer     Foreclosure   Principal    Servicing    Bankruptcy    REO
Loan Number     Date          Date        Balance     Advances        Date      Date
------------------------------------------------------------------------------------















------------------------------------------------------------------------------------
Totals
====================================================================================


                          (1) Status of Mortgage Loan

A - Payments Not Received But Still in Grace Period

B - Late Payment But Less Than 1 Month Delinquent

0 - Current

1 - One Month Delinquent

2 - Two Months Delinquent

3 - Three or More Months Delinquent

4 - Assumed Scheduled Payment (Performing Matured Loan)

7 - Foreclosure

9 - REO

                          (2) Resolution Strategy Code

1  - Modification

2  - Foreclosure

3  - Bankruptcy

4  - Extension

5  - Note Sale

6  - DPO

7  - REO

8  - Resolved

9  - Pending Return to Master Servicer

10 - Deed In Lieu Of Forclosure

11 - Full Payoff

12 - Reps and Warranties

13 - Other or TBD


Copyright, Wells Fargo Bank, N.A.                                  Page 15 of 25





                           BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.   For Additional Information please contact
                                                                                       CTSLink Customer Service
   [WELLS FARGO LOGO]        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                  (301) 815-6600
                                                                               Reports Available @ www.ctslink.com/cmbs
WELLS FARGO BANK, N.A.                     SERIES 2006-TOP24
CORPORATE TRUST SERVICES                                                      PAYMENT DATE:                  11/13/2006
9062 OLD ANNAPOLIS ROAD                                                       RECORD DATE:                   10/31/2006
COLUMBIA, MD 21045-1951                                                       DETERMINATION DATE:            11/03/2006


                     SPECIALLY SERVICED LOAN DETAIL - PART 1



                           Offering       Servicing   Resolution
Distribution    Loan       Document       Transfer     Strategy    Scheduled   Property
    Date       Number   Cross-Reference     Date       Code (1)     Balance    Type (2)   State
--------------------------------------------------------------------------------------------------















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


                                       Net                                        Remaining
Distribution   Interest   Actual    Operating    NOI          Note   Maturity   Amortization
    Date         Rate     Balance    Income     Date   DSCR   Date     Date         Term
--------------------------------------------------------------------------------------------















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


                          (1) Resolution Strategy Code

1  - Modification

2  - Foreclosure

3  - Bankruptcy

4  - Extension

5  - Note Sale

6  - DPO

7  - REO

8  - Resolved

9  - Pending Return to Master Servicer

10 - Deed In Lieu Of Foreclosure

11 - Full Payoff

12 - Reps and Warranties

13 - Other or TBD

                             (2) Property Type Code

MF - Multi-Family

RT - Retail

HC - Health Care

IN - Industrial

WH - Warehouse

MH - Mobile Home Park

OF - Office

MU - Mixed use

LO - Lodging

SS - Self Storage

OT - Other


Copyright, Wells Fargo Bank, N.A.                                  Page 16 of 25





                           BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.   For Additional Information please contact
                                                                                       CTSLink Customer Service
   [WELLS FARGO LOGO]        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                  (301) 815-6600
                                                                               Reports Available @ www.ctslink.com/cmbs
WELLS FARGO BANK, N.A.                     SERIES 2006-TOP24
CORPORATE TRUST SERVICES                                                      PAYMENT DATE:                  11/13/2006
9062 OLD ANNAPOLIS ROAD                                                       RECORD DATE:                   10/31/2006
COLUMBIA, MD 21045-1951                                                       DETERMINATION DATE:            11/03/2006


                     SPECIALLY SERVICED LOAN DETAIL - PART 2



                           Offering       Resolution      Site                                        Other REO
Distribution    Loan       Document        Strategy    Inspection   Phase 1   Appraisal   Appraisal    Property
    Date       Number   Cross-Reference     Code(1)       Date        Date       Date       Value      Revenue    Comment
-------------------------------------------------------------------------------------------------------------------------















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


                          (1) Resolution Strategy Code

1  - Modification

2  - Foreclosure

3  - Bankruptcy

4  - Extension

5  - Note Sale

6  - DPO

7  - REO

8  - Resolved

9  - Pending Return to Master Servicer

10 - Deed In Lieu Of Foreclosure

11 - Full Payoff

12 - Reps and Warranties

13 - Other or TBD


Copyright, Wells Fargo Bank, N.A.                                  Page 17 of 25





                           BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.   For Additional Information please contact
                                                                                       CTSLink Customer Service
   [WELLS FARGO LOGO]        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                  (301) 815-6600
                                                                               Reports Available @ www.ctslink.com/cmbs
WELLS FARGO BANK, N.A.                     SERIES 2006-TOP24
CORPORATE TRUST SERVICES                                                      PAYMENT DATE:                  11/13/2006
9062 OLD ANNAPOLIS ROAD                                                       RECORD DATE:                   10/31/2006
COLUMBIA, MD 21045-1951                                                       DETERMINATION DATE:            11/03/2006


                                 ADVANCE SUMMARY

                                                         Current Period
          Current                                       Interest on P&I
            P&I      Outstanding       Outstanding       and Servicing
         Advances   P&I Advances   Servicing Advances    Advances Paid
-----------------------------------------------------------------------
Totals     0.00         0.00              0.00                0.00
=======================================================================


Copyright, Wells Fargo Bank, N.A.                                  Page 18 of 25





                           BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.   For Additional Information please contact
                                                                                       CTSLink Customer Service
   [WELLS FARGO LOGO]        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                  (301) 815-6600
                                                                               Reports Available @ www.ctslink.com/cmbs
WELLS FARGO BANK, N.A.                     SERIES 2006-TOP24
CORPORATE TRUST SERVICES                                                      PAYMENT DATE:                  11/13/2006
9062 OLD ANNAPOLIS ROAD                                                       RECORD DATE:                   10/31/2006
COLUMBIA, MD 21045-1951                                                       DETERMINATION DATE:            11/03/2006


                              MODIFIED LOAN DETAIL



             Offering                                             Pre-Modification
 Loan        Document      Pre-Modification   Post-Modification       Interest       Post-Modification   Modification   Modification
Number   Cross-Reference        Balance            Balance              Rate           Interest Rate        Date         Description
------------------------------------------------------------------------------------------------------------------------------------















------------------------------------------------------------------------------------------------------------------------------------
Totals
====================================================================================================================================



Copyright, Wells Fargo Bank, N.A.                                  Page 19 of 25





                           BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.   For Additional Information please contact
                                                                                       CTSLink Customer Service
   [WELLS FARGO LOGO]        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                  (301) 815-6600
                                                                               Reports Available @ www.ctslink.com/cmbs
WELLS FARGO BANK, N.A.                     SERIES 2006-TOP24
CORPORATE TRUST SERVICES                                                      PAYMENT DATE:                  11/13/2006
9062 OLD ANNAPOLIS ROAD                                                       RECORD DATE:                   10/31/2006
COLUMBIA, MD 21045-1951                                                       DETERMINATION DATE:            11/03/2006


                        HISTORICAL LIQUIDATED LOAN DETAIL



                                                  Most      Gross       Net
                                      Fees,      Recent     Sales     Proceeds
                        Beginning   Advances,  Appraised  Proceeds    Received
  Distribution          Scheduled     and       Value or  or Other      on
     Date         ODCR   Balance   Expenses *     BPO     Proceeds  Liquidation
-------------------------------------------------------------------------------















-------------------------------------------------------------------------------
Current Total
===============================================================================
Cumulative Total
===============================================================================


                       Net                Date of
                    Proceeds              Current    Current                Loss to
                    Available   Realized   Period    Period    Cumulative  Loan with
  Distribution        for        Loss to  Adj. to  Adjustment  Adjustment   Cum Adj.
     Date         Distribution    Trust    Trust    to Trust    to Trust    to Trust
------------------------------------------------------------------------------------















------------------------------------------------------------------------------------
Current Total
====================================================================================
Cumulative Total
====================================================================================


*    Fees, Advances and Expenses also include outstanding P & I advances and
     unpaid fees (servicing, trustee, etc.).


Copyright, Wells Fargo Bank, N.A.                                  Page 20 of 25





                           BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.   For Additional Information please contact
                                                                                       CTSLink Customer Service
   [WELLS FARGO LOGO]        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                  (301) 815-6600
                                                                               Reports Available @ www.ctslink.com/cmbs
WELLS FARGO BANK, N.A.                     SERIES 2006-TOP24
CORPORATE TRUST SERVICES                                                      PAYMENT DATE:                  11/13/2006
9062 OLD ANNAPOLIS ROAD                                                       RECORD DATE:                   10/31/2006
COLUMBIA, MD 21045-1951                                                       DETERMINATION DATE:            11/03/2006


              HISTORICAL BOND/COLLATERAL LOSS RECONCILIATION DETAIL




                                               Aggregate    Prior Realized
                   Offering       Beginning     Realized        Loss             Amounts        Interest
Distribution       Document       Balance at       Loss        Applied         Covered by     (Shortages)/
    Date       Cross-Reference   Liquidation    on Loans   to Certificates   Credit Support     Excesses
----------------------------------------------------------------------------------------------------------















----------------------------------------------------------------------------------------------------------
Totals
==========================================================================================================


                                                                                (Recoveries)/
                                               Realized Loss   Recoveries of   Losses Applied
                Modification     Additional      Applied to      Realized           to
Distribution     /Appraisal     (Recoveries)    Certificates      Losses        Certificate
    Date       Reduction Adj.     /Expenses       to Date      Paid as Cash       Interest
---------------------------------------------------------------------------------------------















---------------------------------------------------------------------------------------------
Totals
=============================================================================================



Copyright, Wells Fargo Bank, N.A.                                  Page 21 of 25





                           BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.   For Additional Information please contact
                                                                                       CTSLink Customer Service
   [WELLS FARGO LOGO]        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                  (301) 815-6600
                                                                               Reports Available @ www.ctslink.com/cmbs
WELLS FARGO BANK, N.A.                     SERIES 2006-TOP24
CORPORATE TRUST SERVICES                                                      PAYMENT DATE:                  11/13/2006
9062 OLD ANNAPOLIS ROAD                                                       RECORD DATE:                   10/31/2006
COLUMBIA, MD 21045-1951                                                       DETERMINATION DATE:            11/03/2006


                INTEREST SHORTFALL RECONCILIATION DETAIL - PART 1



                                                                                                             Modified
                    Stated      Current     Special Servicing Fees                      Non-                 Interest   Additional
    Offering       Principal     Ending   --------------------------                Recoverable  Interest      Rate        Trust
    Document      Balance at   Scheduled                        Work        (PPIS)  (Scheduled      on     (Reduction)    Fund
Cross-Reference  Contribution   Balance   Monthly  Liquidation   Out  ASER  Excess   Interest)   Advances    /Excess      Expense
----------------------------------------------------------------------------------------------------------------------------------















----------------------------------------------------------------------------------------------------------------------------------
Totals
==================================================================================================================================



Copyright, Wells Fargo Bank, N.A.                                  Page 22 of 25





                           BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.   For Additional Information please contact
                                                                                       CTSLink Customer Service
   [WELLS FARGO LOGO]        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                  (301) 815-6600
                                                                               Reports Available @ www.ctslink.com/cmbs
WELLS FARGO BANK, N.A.                     SERIES 2006-TOP24
CORPORATE TRUST SERVICES                                                      PAYMENT DATE:                  11/13/2006
9062 OLD ANNAPOLIS ROAD                                                       RECORD DATE:                   10/31/2006
COLUMBIA, MD 21045-1951                                                       DETERMINATION DATE:            11/03/2006


                INTEREST SHORTFALL RECONCILIATION DETAIL - PART 2



                                                Reimb of Advances
                                                 to the Servicer
                                               ------------------
                    Stated                               Left to
    Offering       Principal   Current Ending           Reimburse      Other
    Document      Balance at      Scheduled    Current    Master   (Shortfalls)/
Cross-Reference  Contribution      Balance      Month    Servicer     Refunds     Comments
------------------------------------------------------------------------------------------















------------------------------------------------------------------------------------------
Totals
==========================================================================================
Interest Shortfall Reconciliation Detail
Part 2 Total                                                  0.00
------------------------------------------------------------------------------------------
Interest Shortfall Reconciliation Detail
Part 1 Total                                                  0.00
------------------------------------------------------------------------------------------
Total Interest Shortfall Allocated to
Trust                                                         0.00
==========================================================================================



Copyright, Wells Fargo Bank, N.A.                                  Page 23 of 25





                           BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.   For Additional Information please contact
                                                                                       CTSLink Customer Service
   [WELLS FARGO LOGO]        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                  (301) 815-6600
                                                                               Reports Available @ www.ctslink.com/cmbs
WELLS FARGO BANK, N.A.                     SERIES 2006-TOP24
CORPORATE TRUST SERVICES                                                      PAYMENT DATE:                  11/13/2006
9062 OLD ANNAPOLIS ROAD                                                       RECORD DATE:                   10/31/2006
COLUMBIA, MD 21045-1951                                                       DETERMINATION DATE:            11/03/2006


                              DEFEASED LOAN DETAIL



             Offering Document  Ending Scheduled
Loan Number   Cross-Reference       Balance       Maturity Date  Note Rate  Defeasance Status
---------------------------------------------------------------------------------------------















---------------------------------------------------------------------------------------------
Totals
=============================================================================================



Copyright, Wells Fargo Bank, N.A.                                  Page 24 of 25





                           BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.   For Additional Information please contact
                                                                                       CTSLink Customer Service
   [WELLS FARGO LOGO]        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                  (301) 815-6600
                                                                               Reports Available @ www.ctslink.com/cmbs
WELLS FARGO BANK, N.A.                     SERIES 2006-TOP24
CORPORATE TRUST SERVICES                                                      PAYMENT DATE:                  11/13/2006
9062 OLD ANNAPOLIS ROAD                                                       RECORD DATE:                   10/31/2006
COLUMBIA, MD 21045-1951                                                       DETERMINATION DATE:            11/03/2006


                             SUPPLEMENTAL REPORTING

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

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

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


Copyright, Wells Fargo Bank, N.A.                                  Page 25 of 25

                                   SCHEDULE A

                      Class A-AB Planned Principal Balance

DISTRIBUTION
    DATE         BALANCE
------------   -----------
 11/12/2006    $81,000,000
 12/12/2006    $81,000,000
  1/12/2007    $81,000,000
  2/12/2007    $81,000,000
  3/12/2007    $81,000,000
  4/12/2007    $81,000,000
  5/12/2007    $81,000,000
  6/12/2007    $81,000,000
  7/12/2007    $81,000,000
  8/12/2007    $81,000,000
  9/12/2007    $81,000,000
 10/12/2007    $81,000,000
 11/12/2007    $81,000,000
 12/12/2007    $81,000,000
  1/12/2008    $81,000,000
  2/12/2008    $81,000,000
  3/12/2008    $81,000,000
  4/12/2008    $81,000,000
  5/12/2008    $81,000,000
  6/12/2008    $81,000,000
  7/12/2008    $81,000,000
  8/12/2008    $81,000,000
  9/12/2008    $81,000,000
 10/12/2008    $81,000,000
 11/12/2008    $81,000,000
 12/12/2008    $81,000,000
  1/12/2009    $81,000,000
  2/12/2009    $81,000,000
  3/12/2009    $81,000,000
  4/12/2009    $81,000,000
  5/12/2009    $81,000,000
  6/12/2009    $81,000,000
  7/12/2009    $81,000,000
  8/12/2009    $81,000,000
  9/12/2009    $81,000,000
 10/12/2009    $81,000,000
 11/12/2009    $81,000,000
 12/12/2009    $81,000,000
  1/12/2010    $81,000,000
  2/12/2010    $81,000,000
  3/12/2010    $81,000,000
  4/12/2010    $81,000,000
  5/12/2010    $81,000,000
  6/12/2010    $81,000,000
  7/12/2010    $81,000,000
  8/12/2010    $81,000,000
  9/12/2010    $81,000,000
 10/12/2010    $81,000,000
 11/12/2010    $81,000,000
 12/12/2010    $81,000,000
  1/12/2011    $81,000,000
  2/12/2011    $81,000,000
  3/12/2011    $81,000,000
  4/12/2011    $81,000,000
  5/12/2011    $81,000,000
  6/12/2011    $81,000,000
  7/12/2011    $81,000,000
  8/12/2011    $81,000,000
  9/12/2011    $81,000,000
 10/12/2011    $80,996,100
 11/12/2011    $80,055,000
 12/12/2011    $78,991,000
  1/12/2012    $78,040,000
  2/12/2012    $77,084,000
  3/12/2012    $75,886,000
  4/12/2012    $74,918,000
  5/12/2012    $73,764,000
  6/12/2012    $72,734,000
  7/12/2012    $71,569,000
  8/12/2012    $70,526,000
  9/12/2012    $69,479,000
 10/12/2012    $68,292,000
 11/12/2012    $67,229,000
 12/12/2012    $66,031,000
  1/12/2013    $64,956,000
  2/12/2013    $63,875,000
  3/12/2013    $62,403,000
  4/12/2013    $61,308,000
  5/12/2013    $60,080,000
  6/12/2013    $58,973,000
  7/12/2013    $57,800,000
  8/12/2013    $56,700,000
  9/12/2013    $55,608,000
 10/12/2013    $54,377,000
 11/12/2013    $53,266,000
 12/12/2013    $52,025,000
  1/12/2014    $50,901,000
  2/12/2014    $49,772,000
  3/12/2014    $48,264,000
  4/12/2014    $47,121,000
  5/12/2014    $45,848,000
  6/12/2014    $44,691,000
  7/12/2014    $43,406,000
  8/12/2014    $42,237,000


                                       A-1




DISTRIBUTION
    DATE         BALANCE
------------   -----------
  9/12/2014    $41,061,000
 10/12/2014    $39,757,000
 11/12/2014    $38,568,000
 12/12/2014    $37,251,000
  1/12/2015    $36,049,000
  2/12/2015    $34,840,000
  3/12/2015    $33,261,000
  4/12/2015    $32,038,000
  5/12/2015    $30,687,000
  6/12/2015    $12,901,000
  7/12/2015    $11,575,000
  8/12/2015    $10,360,000
  9/12/2015    $ 9,139,000
 10/12/2015    $ 7,793,000
 11/12/2015    $ 6,558,000
 12/12/2015    $ 5,199,000
  1/12/2016    $ 3,950,000
  2/12/2016    $ 2,695,000
  3/12/2016    $ 1,200,000
  4/12/2016        $0


                                       A-2

                                   SCHEDULE B

            Rates Used in Determination of Class X Pass-Through Rate

DISTRIBUTION
    DATE        RATES
------------   -------
 11/12/2006    6.16367%
 12/12/2006    5.98304%
  1/12/2007    5.98299%
  2/12/2007    5.98295%
  3/12/2007    5.98307%
  4/12/2007    6.16340%
  5/12/2007    5.98279%
  6/12/2007    6.16329%
  7/12/2007    5.98269%
  8/12/2007    6.16318%
  9/12/2007    6.16313%
 10/12/2007    5.98255%
 11/12/2007    6.16302%
 12/12/2007    5.98245%
  1/12/2008    6.16290%
  2/12/2008    5.98234%
  3/12/2008    5.98235%
  4/12/2008    6.16272%
  5/12/2008    5.98218%
  6/12/2008    6.16260%
  7/12/2008    5.98207%
  8/12/2008    6.16248%
  9/12/2008    6.16242%
 10/12/2008    5.98190%
 11/12/2008    6.16227%
 12/12/2008    5.98177%
  1/12/2009    5.98170%
  2/12/2009    5.98164%
  3/12/2009    5.98183%
  4/12/2009    6.16188%
  5/12/2009    5.98142%
  6/12/2009    6.16173%
  7/12/2009    5.98129%
  8/12/2009    6.16157%
  9/12/2009    6.16150%
 10/12/2009    5.98108%
 11/12/2009    6.16133%
 12/12/2009    5.98093%
  1/12/2010    5.98085%
  2/12/2010    5.98078%
  3/12/2010    5.98103%
  4/12/2010    6.16088%
  5/12/2010    5.98053%
  6/12/2010    6.16070%
  7/12/2010    5.98038%
  8/12/2010    6.16052%
  9/12/2010    6.16043%
 10/12/2010    5.98014%
 11/12/2010    6.16024%
 12/12/2010    5.97998%
  1/12/2011    5.97989%
  2/12/2011    5.97981%
  3/12/2011    5.98008%
  4/12/2011    6.15975%
  5/12/2011    5.97918%
  6/12/2011    6.15768%
  7/12/2011    5.97937%
  8/12/2011    6.15895%
  9/12/2011    6.15739%
 10/12/2011    5.99531%
 11/12/2011    6.17529%
 12/12/2011    5.99750%
  1/12/2012    6.17507%
  2/12/2012    5.99732%
  3/12/2012    5.99739%
  4/12/2012    6.17475%
  5/12/2012    5.99705%
  6/12/2012    6.17452%
  7/12/2012    5.99686%
  8/12/2012    6.17429%
  9/12/2012    6.17418%
 10/12/2012    5.99657%
 11/12/2012    6.17394%
 12/12/2012    5.99637%
  1/12/2013    5.99626%
  2/12/2013    5.99617%
  3/12/2013    5.99658%
  4/12/2013    6.17331%
  5/12/2013    5.99584%
  6/12/2013    6.17306%
  7/12/2013    5.99563%
  8/12/2013    6.18456%
  9/12/2013    6.20219%
 10/12/2013    6.04587%


                                       B-1

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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 September 13, 2006.














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              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














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

                              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


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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


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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


                                       79



     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.

     In addition, under temporary and final Treasury regulations, effective
August 1, 2006, a U.S. partnership having a partner who is not a U.S. Person
will be required to pay withholding tax in respect of excess inclusion income
allocable to such non-U.S. partner, even if no cash distributions are made to
such partner. Unless otherwise stated in the related prospective supplement, a
residual certificate may not be purchased by or transferred to any person that
is not a U.S. Person.


                                       88



SALE OR EXCHANGE OF A RESIDUAL CERTIFICATE

     Upon the sale or exchange of a residual certificate, the residual
certificateholder will recognize gain or loss equal to the excess, if any, of
the amount realized over the adjusted basis, as described above under "Taxation
of Residual Certificates--Basis and Losses," of the residual certificateholder
in the residual certificate at the time of the sale or exchange. In addition to
reporting the taxable income of the REMIC pool, a residual certificateholder
will have taxable income to the extent that any cash distribution to it from the
REMIC pool exceeds the adjusted basis on that distribution date. The income will
be treated as gain from the sale or exchange of the residual certificate. It is
possible that the termination of the REMIC pool may be treated as a sale or
exchange of a residual certificateholder's residual certificate, in which case,
if the residual certificateholder has an adjusted basis in the residual
certificateholder's residual certificate remaining when its interest in the
REMIC pool terminates, and if the residual certificateholder holds the residual
certificate as a capital asset under Internal Revenue Code Section 1221, then
the residual certificateholder will recognize a capital loss at that time in the
amount of the remaining adjusted basis.

     Any gain on the sale of a residual certificate will be treated as ordinary
income if one or both of the following conditions are met:

     o    if a residual certificate is held as part of a conversion transaction
          as defined in Internal Revenue Code Section 1258(c), up to the amount
          of interest that would have accrued on the residual
          certificateholder's net investment in the conversion transaction at
          120% of the appropriate applicable Federal rate in effect at the time
          the taxpayer entered into the transaction minus any amount previously
          treated as ordinary income with respect to any prior disposition of
          property that was held as a part of the transaction; or

     o    in the case of a non-corporate taxpayer, to the extent the taxpayer
          has made an election under Internal Revenue Code Section 163(d)(4) to
          have net capital gains taxed as investment income at ordinary income
          rates.

In addition, gain or loss recognized from the sale of a residual certificate by
banks or thrift institutions will be treated as ordinary income or loss pursuant
to Internal Revenue Code Section 582(c).

     The Conference Committee Report to the 1986 Act provides that, except as
provided in Treasury regulations yet to be issued, the wash sale rules of
Internal Revenue Code Section 1091 will apply to dispositions of residual
certificates where the seller of the residual certificate, during the period
beginning six months before the sale or disposition of the residual certificate
and ending six months after the sale or disposition, acquires (or enters into
any other transaction that results in the application of Section 1091) any
residual interest in any REMIC or any interest in a taxable mortgage pool (such
as a non-REMIC owner trust) that is economically comparable to a residual
certificate.

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;


                                       89



          o    foreclosure, default or imminent default of a qualified mortgage;

          o    bankruptcy or insolvency of the REMIC pool; or

          o    qualified (complete) liquidation;

     2. the receipt of income from assets that are not the type of mortgages or
investments that the REMIC pool is permitted to hold;

     3. the receipt of compensation for services; or

     4. the receipt of gain from disposition of cash flow investments other than
pursuant to a qualified liquidation.

     Notwithstanding (1) and (4), it is not a prohibited transaction to sell
REMIC pool property to prevent a default on regular certificates as a result of
a default on qualified mortgages or to facilitate a clean-up call (generally, an
optional termination to save administrative costs when no more than a small
percentage of the certificates is outstanding). The REMIC regulations indicate
that the modification of a mortgage loan generally will not be treated as a
disposition if it is occasioned by a default or reasonably foreseeable default,
an assumption of the mortgage loan, the waiver of a due-on-sale or
due-on-encumbrance clause or the conversion of an interest rate by a mortgagor
pursuant to the terms of a convertible adjustable rate mortgage loan.

     Contributions to the REMIC Pool After the Startup Day. In general, the
REMIC pool will be subject to a tax at a 100% rate on the value of any property
contributed to the REMIC pool after the startup day. Exceptions are provided for
cash contributions to the REMIC pool made under the following circumstances:

     o    during the three months following the startup day;

     o    if made to a qualified reserve fund by a residual certificateholder;

     o    if in the nature of a guarantee;

     o    if made to facilitate a qualified liquidation or clean-up call; and

     o    if as otherwise permitted in Treasury regulations yet to be issued.

     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.


                                       90



     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
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


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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 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.

     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 direct or indirect beneficial
          owners (other than through a U.S. corporation) are (or are permitted
          to be under the related partnership agreement) 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


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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 statutory exemption, 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, as modified by Section 3(42) of ERISA, 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, that are subject to ERISA or Section 4975 of the Code, 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 (other than annual reports on Form
10K) 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.

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     Ratings on mortgage pass-through certificates address the likelihood of
receipt by you of all collections on the underlying mortgage assets to which you
are entitled. Ratings address the structural, legal and issuer-related aspects
associated with those certificates, the nature of the underlying mortgage loans
and the credit quality of the guarantor, if any. Ratings on mortgage
pass-through certificates do not represent any assessment of the likelihood of
principal prepayments by borrowers or of the degree by which prepayments might
differ from those originally anticipated. As a result, you might suffer a lower
than anticipated yield, and, in addition, holders of stripped interest
certificates in extreme cases might fail to recoup their initial investments.

     A security rating is not a recommendation to buy, sell or hold securities
and may be subject to revision or withdrawal at any time by the assigning rating
organization. Each security rating should be evaluated independently of any
other security rating.


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                                    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


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distribution date that represent interest received or advanced on the mortgage
assets in the related trust fund that is in excess of the interest currently
accrued on the certificates or prepayment premiums, payments from equity
participations or any other amounts received on the mortgage assets in the
related trust fund that do not constitute interest or principal.

     Internal Revenue Code -- The Internal Revenue Code of 1986, as amended.

     Loan-to-Value Ratio -- Unless otherwise defined in the related prospectus
supplement, the "Loan-to-Value Ratio" of a mortgage loan at any given time is
the ratio (expressed as a percentage) of the then outstanding principal balance
of the mortgage loan and any other loans senior to it that are secured by the
related mortgaged property to the Value of the related mortgaged property.

     MBS -- pass-through certificates or other mortgage-backed securities that
evidence interests in, or that are secured by pledges of, one or more of various
types of multifamily or commercial mortgage loans.

     Net Operating Income -- Unless otherwise defined in the related prospectus
supplement, "Net Operating Income" means, for any given period, the total
operating revenues derived from a mortgaged property during the period, minus
the total operating expenses incurred in respect of the mortgaged property
during the period other than non-cash items such as depreciation and
amortization, capital expenditures, and debt service on the related mortgage
loan or on any other loans that are secured by the mortgaged property.

     Non-U.S. Person -- The term "Non-U.S. Person" means any person who is not a
U.S. Person.

     Pass-Through Entity -- "Pass-Through Entity" means any regulated investment
company, real estate investment trust, common trust fund, partnership, trust or
estate and some corporations operating on a cooperative basis. Except as may be
provided in Treasury regulations, any person holding an interest in a
Pass-Through Entity as a nominee for another will, with respect to the interest,
be treated as a Pass-Through Entity.

     Plan -- Any retirement plan or other employee benefit plan or arrangement
subject to Title I of ERISA, Section 4975 of the Internal Revenue Code or
applicable Similar Law.

     Service -- The Internal Revenue Service.

     Similar Law -- Any applicable federal, state or local law materially
similar to Title I of ERISA or Section 4975 of the Internal Revenue Code.

     SMMEA -- The Secondary Market Mortgage Enhancement Act of 1984, as amended.

     U.S. Person -- The term "U.S. Person" means a citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in or under the laws of the United States or any State, an estate that is
subject to United States federal income tax regardless of the source of its
income or a trust if:

     o    for taxable years beginning after December 31, 1996 (or for taxable
          years ending after August 20, 1996, if the trustee has made an
          applicable election), a court within the United States is able to
          exercise primary supervision over the administration of the trust, and
          one or more United States persons have the authority to control all
          substantial decisions of the trust; or

     o    for all other taxable years, the trust is subject to United States
          federal income tax regardless of the source of its income (or, to the
          extent provided in applicable Treasury Regulations, some trusts in
          existence on August 20, 1996 which are eligible to elect to be treated
          as U.S. Persons).

     Value -- The "Value" of a mortgaged property is generally its fair market
value determined in an appraisal obtained by the originator at the origination
of the loan.


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The attached diskette contains one spreadsheet file that can be put on a
user-specified hard drive or network drive. This spreadsheet file is a Microsoft
Excel(1) file. The spreadsheet file provides, in electronic format, statistical
information that appears under the caption "Description of the Mortgage Pool"
in, and on Appendix B 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.

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(1)  Microsoft Excel is a registered trademark of Microsoft Corporation